VISTA, Calif., Nov. 13, 2019 — NuZee, Inc. (OTCQB: NUZE) (“NuZee” or “the Company”) announced today that it has closed a $2.0 million private placement equity financing. The Company sold 111,738 shares of common stock at a price of $17.85 per share. These sales were conducted during the period October through November 2019. Net proceeds will be used for general corporate purposes.
All of the investors were non-U.S. persons (as that term is defined in Regulation S under the Securities Act of 1933, as amended) or accredited investors (as that term is defined in Regulation D under the Securities Act of 1933, as amended) and those investors purchased in transactions outside of the United States or exempt from the registration requirements of Securities Act pursuant to Rule 506, respectively. In issuing shares to those investors, we relied on the exemptions from the registration requirements provided for in Regulation S, Reg D and/or Section 4(2) of the Securities Act of 1933, as amended.
The Company also announced that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) relating to a proposed public offering of shares of its common stock. The number of shares to be offered and the price range for the offering have not yet been determined. The Company plans to use the proceeds from this offering to support the expansion of its co-packing activities, invest in the development of its new co-packing hub in Plano, Texas, working capital needs, and other general corporate purposes.
The proposed offering will be made only by means of a prospectus. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Copies of the preliminary prospectus relating to the proposed offering may be obtained, when available, for free by visiting the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus relating to the proposed offering may be obtained, when available, for free by contacting the Company at: shanoop@coffeeblenders.com. In addition, the proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities 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 such state or jurisdiction. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.
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 own sophisticated packing equipment developed in Asia for pour over coffee production and possess an exclusive agreement that we believe significantly limits North American competitors’ access to this equipment and associated pour over filters. We co-pack single-serve pour-over coffee products for dozens of customers in the U.S. market and also co-pack for the Korean market. Our California facility is SQF level 2 certified and is also certified Fair Trade, Organic, Kosher, and Halal.
Forward Looking Statements
Any statements that are not historical facts contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance. NuZee cautions you that such statements are simply predictions and actual events or results may differ materially. These forward-statements involve known and unknown risks, uncertainties and other factors which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. We have based these forward-looking statements upon information available to management as of the date of this release and management’s expectations and projections about certain future events. It is possible that the assumptions made by management for purposes of such statements may not materialize. Such statements may involve risks and uncertainties, including but not limited to those relating to conditions affecting the capital markets, expectations related to the use of our cash and cash equivalents, and the need for, timing and amount of any future financing transaction, our business model and development and commercialization plans, other factors that may adversely affect our ability to commence or complete the proposed public offering, general economic, industry, or political conditions, and other factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s filings with the SEC, including the Company’s registration statement on Form S-1. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.
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SOURCE NuZee, Inc.