8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2020

All values are in US Dollars.

Item 8.01. Other Events.

On June 23, 2020, NuZee, Inc. (the “Company”) issued a press release announcing the closing of its previously announced underwritten public offering (the “Offering”) of shares of its common stock, par value $0.00001 (the “Common Stock”). In the Offering, the Company sold an aggregate of 700,000 shares of Common Stock at a price to the public of $9.00 per share. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

**Item 9.01.**Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NUZEE, INC.

Dated: June 23, 2020By:  /s/ Shanoop Kothari

Name: Shanoop Kothari

Title: Senior Vice President and Chief Financial Officer

Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

NUZEE (d/b/a COFFEE BLENDERS®) CLOSES UNDERWRITTEN

PUBLIC OFFERING **** OF COMMON STOCK

AND ANNOUNCES UPLISTING TO NASDAQ

Plano, Texas – June 23, 2020 - NuZee, Inc. (NASDAQ: NUZE) (“NuZee”), a single-serve pour-over coffee producer and co-packer, announced today the closing of its previously announced underwritten public offering (the “Offering”) of 700,000 shares of its common stock (the “Shares”), at a price to the public of $9.00 per share. The net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated Offering expenses payable by NuZee, are expected to be approximately $5.3 million. In addition, NuZee has granted the underwriters a 45-day option to purchase up to 105,000 additional shares of NuZee’s common stock at the same initial price to the public less underwriting discounts and commissions, and on the same terms and conditions, to cover over-allotments, if any. NuZee intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Company’s common stock began trading on the NASDAQ Capital Market on June 19, 2020, under the symbol NUZE.

The Benchmark Company, LLC acted as sole book-running manager for the Offering.

The Shares described above were offered by NuZee pursuant to a registration statement on Form S-1 (No. 333-234643) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on June 18, 2020. The Shares were offered only by means of a prospectus. A final prospectus relating to and describing the terms of the Offering was filed with the SEC. Electronic copies of the final prospectus relating to the Offering may be obtained by visiting the SEC’s website located at http://www.sec.gov or by contacting The Benchmark Company, Attention: Prospectus Department, 150 E. 58th Street, 17th floor, New York, NY 10155, by email at prospectus@benchmarkcompany.com, or by telephone at (212) 312-6700.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sales of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-looking Statements This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. NuZee cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect NuZee’s current expectations, and NuZee does not undertake to update or revise these forward looking statements, even if experience or future changes make it clear

that any projected results expressed or implied in this or other NuZee statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond NuZee’s control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties, many of which are beyond our control, include the effects of the COVID-19 pandemic on our operations and general economic conditions and our need for substantial additional funds. For a description of additional factors that may cause NuZee’s actual results, performance or expectations to differ from any forward-looking statements, please review the information set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC and in the final prospectus filed with the SEC.

About NuZee and Coffee Blenders NuZee, Inc. (d/b/a Coffee Blenders®) is a specialty coffee company and a leading U.S. single-serve pour-over coffee producer and co-packer. We co-pack single-serve pour-over coffee products for customers in the U.S. market and also co-pack for the Korean market.

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