CIMG Inc 8-K, filed Dec 28, 2022
CIMG Inc. (CIMG)
About this 8-K
CIMG Inc filed this 8-K on December 28, 2022, reporting on events of December 27, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |
| Item. 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 9, 2022, the stockholders of NuZee, Inc. (the “Company”) approved a proposal granting the board of directors of the Company (the “Board”) discretionary authority to file an amendment (the “Certificate of Amendment”) to the Company’s Articles of Incorporation, as amended (the “Articles”), which amends Section 1 of the Articles to effect a reverse stock split of the Company’s common stock, par value $0.00001 (the “Common Stock”), at any ratio from 1-for-10 to 1-for-50 at the Board’s discretion. On December 21, 2022, the Board approved a 1-for-35 reverse stock split of the Common Stock (the “Reverse Stock Split”). The Certificate of Amendment was filed by the Company on December 28, 2022 and became effective upon acceptance of the Company’s filing of the Certificate of Amendment with the Secretary of State of Nevada. Accordingly, each holder of Common Stock received one share of Common Stock for every 35 shares such stockholder held immediately prior to the effectiveness of the Reverse Stock Split.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On December 27, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed 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
| Exhibit | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation filed on December 28, 2022. | |
| 99.1 | Press Release dated December 27, 2022 | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NUZEE, INC. | ||
| Dated: December 28, 2022 | By: | /s/ Masateru Higashida |
| Name: | Masateru Higashida | |
| Title: | Chief Executive Officer and President, Secretary, Treasurer, and Director | |
Exhibit 3.1
Exhibit 99.1
NuZee Announces Intent to Effect 1-for-35 Reverse Stock Split
RICHARDSON, TX (December 27, 2022) – NuZee, Inc. (NASDAQ: NUZE) (“NuZee” or “the Company”), a leading U.S. producer and co-packer of single serve coffee formats, announced today that it intends to effect a 1-for-35 reverse stock split of its issued and outstanding shares of common stock.
As previously disclosed, at the Company’s Special Meeting of Stockholders (“Special Meeting”) held on December 9, 2022, the stockholders of the Company approved a reverse stock split of the Company’s issued and outstanding shares of its common stock and authorized the Board of Directors (the “Board”) to select the ratio of the reverse stock split within a range from 1-for-10 to 1-for-50. The Board has since exercised such discretion to effect a 1-for-35 reverse stock split.
The reverse stock split will become effective on Wednesday, December 28, 2022 upon filing with the Nevada Secretary of State of an amendment to the Company’s articles of incorporation. The Company’s common stock is expected to begin trading on a split-adjusted basis under a new CUSIP when the market opens on Thursday, December 29, 2022. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “NUZE.” The reverse stock split is intended to increase the per share trading price of the Company’s common stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
The 1-for-35 reverse stock split will automatically convert 35 current shares of the Company’s common stock into one share of common stock. No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares of the Company’s common stock shall be entitled to receive such additional fraction of a share of the Company’s common stock as is necessary to increase the fractional shares to a full share. The reverse stock split did not change the par value of the common stock or the authorized number of shares of common stock.
Proportional adjustments also will be made to the exercise and conversion prices of the Company’s outstanding stock options and warrants, and to the number of shares issued and issuable under the Company’s stock incentive plans.
Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company’s transfer agent, V Stock Transfer, LLC, will send instructions for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-split number of shares.
In connection with the reverse stock split, the Company’s CUSIP number will change to 67073S307 at the market open on Thursday, December 29, 2022.
About NuZee Coffee
NuZee, Inc., (NASDAQ: NUZE), is a leading co-packing company for single serve coffee formats that partners with companies to help them develop within the single serve and private label coffee category.
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: NuZee’s plan to obtain funding for its operations, including funding necessary to develop, manufacture and commercialize its products; the impact to NuZee’s business from COVID-19, including supply chain interruptions; general market acceptance of and demand for NuZee’s products; NuZee’s reliance on third-party roasters to roast and blend coffee beans necessary to produce its products and provide its co-packing services; NuZee’s ability to successfully achieve the anticipated results of strategic transactions; the fact that certain of NuZee’s single serve coffee products are expected to be manufactured, processed and packaged for NuZee by its partners on a purchase order basis pursuant to agreements between the parties; the fact that sales are completed on a purchase order basis without any written agreement between NuZee and its customers; and NuZee’s commercialization, marketing and manufacturing capabilities and strategy. 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 NuZee’s public reports and NuZee’s other filings made with the Securities and Exchange Commission.
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