UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2017
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission File No. 333-176684
NUZEE, INC.
(exact name of registrant as specified in its charter)
Nevada | 38-3849791 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1401 Capital Avenue, Suite 101,
(Address of principal executive offices) (zip code)
(760)295-2408
(Registrant'sRegistrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Trading symbol(s) | Name of each exchange on which registered | |||
| The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes . Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated Filer | ☐ | |||||||
| Non-accelerated filer | Smaller reporting company | ☒ | ||||||||
| Emerging growth company | ☐ | |||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
As of August 14, 2017, NuZee, Inc.11, 2022, the registrant had 33,350,538 shares of common stock outstanding.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Qreport includes “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Such forward-looking statements reflect the views of NuZee, Inc. contains "forward-looking statements" that may state our management's plans,(“NuZee” or the “Company”) with respect to future events objectives, current expectations, estimates, forecasts, assumptions or projections about the company and its business. Any statement in this report that is not a statement of historical fact is afinancial performance. These forward-looking statement,statements are subject to certain uncertainties and in some cases, words such as "believes," "estimates," "projects," "expects," "intends," "may," "anticipates," "plans," "seeks," and similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertaintiesother factors that could cause actual outcomes and results to differ materially from such statements. From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders about the anticipated outcomesCompany. All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, or results. Theseany other matters, are forward-looking statements. When used in this report, forward-looking statements are not guaranteesgenerally accompanied by terms or phrases such as “estimate,” “expects”, “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future performance,events or outcomes. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and undue reliance should not be placed on thesetrends or operating results also constitute such forward-looking statements. It is important to note that our actual results could differ materially from what is expressed in our forward-looking statements due to the risk factors described in the section of our Form 10-K filed on December 29th, 2016 entitled "Risk Factors."
Forward-looking statements in this report may include, without limitation, statements regarding:
| ● | our plans to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our products and provide our co-packing services; | |
| ● | the impact to our business from the COVID-19 global crisis, including any supply chain interruptions; | |
| ● | the evolving coffee preferences of coffee consumers in North America and Korea; | |
| ● | the size and growth of the markets for our products and co-packing services; | |
| ● | our ability to compete with companies producing similar products or providing similar co-packing services; | |
| ● | our expectation that our existing capital resources will be sufficient to fund our operations for at least the next 12 months; | |
| ● | our ability to successfully achieve the anticipated results of strategic transactions, including our acquisition of substantially all of the assets of Dripkit (as defined below); | |
| ● | our expectation regarding our future co-packing revenues; | |
| ● | our ability to develop innovative new products and expand our co-packing services to other products that are complementary to our current single serve coffee product offerings; | |
| ● | our reliance on third-party roasters to roast coffee beans necessary to manufacture our products and fulfill every aspect of our co-packing services; | |
| ● | regulatory developments in the U.S. and in non-U.S. countries; | |
| ● | our ability to retain key management, sales, and marketing personnel; | |
| ● | the scope of protection we are able to establish and maintain for intellectual property rights covering our products and technology; | |
| ● | the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| 3 |
| ● | our ability to develop and maintain our corporate infrastructure, including our internal control over financial reporting; | |
| ● | the outcome of pending, threatened or future litigation; and | |
| ● | our financial performance. |
The forward-looking statements are not meant to predict or guarantee actual results, performance, events, or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Forward-looking statements speak only as of the date they are made. You should consider carefully the statements in the section of our Annual Report on Form 10-K filed with the SEC on December 22, 2021, titled “Risk Factors” and sections of this report that describe factors that could cause our actual results to differ from those set forth in the forward-looking statements.
Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.
| 4 |
| NuZee, Inc. | ||||||||
| (UNAUDITED) | ||||||||
June 30, 2017 | September 30, 2016 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 151,609 | $ | 40,613 | ||||
| Accounts receivable, net | 102,445 | 57,711 | ||||||
| Inventories | 380,508 | 206,356 | ||||||
| Prepaid expenses and deposits | 148,104 | 65,726 | ||||||
| Total current assets | 782,666 | 370,406 | ||||||
| Equipment, net | 261,743 | 151,946 | ||||||
| Other assets: | ||||||||
| Goodwill | 52,424 | - | ||||||
| 52,424 | - | |||||||
| Total assets | $ | 1,096,833 | $ | 522,352 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 113,353 | $ | 189,317 | ||||
| Loan payable - short term - Related party | 201,561 | 145,377 | ||||||
| Current portion of long-term loan payable | 23,883 | - | ||||||
| Convertible Notes payable - Related party | - | 603,008 | ||||||
| Other current liabilities | 69,843 | 7,337 | ||||||
| Total current liabilities | 408,640 | 945,039 | ||||||
| Non-current liabilities: | ||||||||
| Loan payable - long term | $ | 165,934 | $ | - | ||||
| 165,934 | - | |||||||
| Stockholders' equity (deficit): | ||||||||
| Common stock; 100,000,000 shares authorized, $0.00001 par value; | ||||||||
| 34,368,509 and 31,154,951 shares issued | $ | 344 | $ | 311 | ||||
| Additional paid in capital | 8,869,523 | 6,909,523 | ||||||
| Accumulated deficit | (8,335,747 | ) | (7,263,412 | ) | ||||
| Less: treasury stock, at cost | ||||||||
| (1,182,573 shares held in treasury) | (45,379 | ) | (69,109 | ) | ||||
| Accumulated other comprehensive loss | (19,911 | ) | - | |||||
| Total NuZee, Inc. shareholders' equity (deficit) | 468,830 | (422,687 | ) | |||||
| Noncontrolling interest | 53,429 | - | ||||||
| Total stockholders' equity (deficit) | 522,259 | (422,687 | ) | |||||
| Total liabilities and stockholders' equity (deficit) | $ | 1,096,833 | $ | 522,352 | ||||
NuZee, Inc.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, 2022 | September 30, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 7,523,099 | $ | 10,815,954 | ||||
| Accounts receivable, net | 573,990 | 555,238 | ||||||
| Inventories, net | 682,580 | 573,464 | ||||||
| Prepaid expenses and other current assets | 1,174,297 | 482,288 | ||||||
| Total current assets | 9,953,966 | 12,426,944 | ||||||
| Property and equipment, net | 612,296 | 674,024 | ||||||
| Other assets: | ||||||||
| Right-of-use asset - operating lease | 731,419 | 386,587 | ||||||
| Investment | 171,210 | 175,425 | ||||||
| Goodwill | 531,412 | - | ||||||
| Intangible assets, net | 303,556 | - | ||||||
| Other assets | 86,748 | 79,822 | ||||||
| Total other assets | 1,824,345 | 641,834 | ||||||
| Total assets | $ | 12,390,607 | $ | 13,742,802 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 456,470 | $ | 342,790 | ||||
| Current portion of long-term loan payable | 7,890 | 43,618 | ||||||
| Current portion of lease liability - operating lease | 180,939 | 150,931 | ||||||
| Current portion of lease liability - finance lease | 30,610 | 27,833 | ||||||
| Accrued expenses | 492,409 | 274,009 | ||||||
| Deferred income | 338,317 | 175,822 | ||||||
| Other current liabilities | 23,353 | 138,631 | ||||||
| Total current liabilities | 1,529,988 | 1,153,634 | ||||||
| Non-current liabilities: | ||||||||
| Lease liability - operating lease, net of current portion | 565,825 | 247,656 | ||||||
| Lease liability - finance lease, net of current portion | 29,696 | 50,567 | ||||||
| Loan payable - long term, net of current portion | 6,753 | 12,696 | ||||||
| Other noncurrent liabilities | 80,817 | 65,802 | ||||||
| Total non-current liabilities | 683,091 | 376,721 | ||||||
| Total liabilities | $ | 2,213,079 | $ | 1,530,355 | ||||
| Stockholders’ equity: | ||||||||
| Common stock; shares authorized, $ par value; and shares issued and outstanding as of June 30, 2022, and September 30, 2021, respectively | $ | 194 | $ | 178 | ||||
| Additional paid in capital | 71,485,715 | 64,839,254 | ||||||
| Accumulated deficit | (61,486,600 | ) | (52,824,808 | ) | ||||
| Accumulated other comprehensive income | 178,219 | 197,823 | ||||||
| Total stockholders’ equity | 10,177,528 | 12,212,447 | ||||||
| Total liabilities and stockholders’ equity | $ | 12,390,607 | $ | 13,742,802 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 5 |
| NuZee, Inc. | ||||||||||||||||
| (UNAUDITED) | ||||||||||||||||
Three Months Ended June 30, 2017 | Three Months Ended June 30, 2016 | Nine Months Ended June 30, 2017 | Nine Months Ended June 30, 2016 | |||||||||||||
| Revenues | $ | 268,262 | $ | 136,268 | $ | 1,222,096 | $ | 231,682 | ||||||||
| Cost of sales | 203,076 | 72,545 | 945,536 | 131,885 | ||||||||||||
| Gross Profit | 65,186 | 63,723 | 276,560 | 99,797 | ||||||||||||
| Operating expenses | 437,176 | 398,388 | 1,359,384 | 1,079,426 | ||||||||||||
| Loss from operations | (371,990 | ) | (334,665 | ) | (1,082,824 | ) | (979,629 | ) | ||||||||
| Other income | 8,426 | 11,557 | 39,386 | 11,833 | ||||||||||||
| Equity in loss of unconsolidated affiliate | (2,108 | ) | - | (50,000 | ) | |||||||||||
| Other expense | (1,337 | ) | (1,712 | ) | (5,237 | ) | (4,562 | ) | ||||||||
| Net loss | (367,009 | ) | (324,820 | ) | (1,098,675 | ) | (972,358 | ) | ||||||||
| Net loss attributable to noncontrolling interest | (11,492 | ) | - | (26,340 | ) | - | ||||||||||
| Net loss attributable to NuZee, Inc. | $ | (355,517 | ) | $ | (324,820 | ) | $ | (1,072,335 | ) | $ | (972,358 | ) | ||||
| Basic and diluted loss per common share | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.03 | ) | ||||
| Basic and diluted weighted average number of common stock outstanding | 32,744,196 | 30,656,401 | 31,539,132 | 30,582,013 | ||||||||||||
NuZee, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Nine Months Ended June 30, 2022 | Nine Months Ended June 30, 2021 | |||||||||||||
Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Nine Months Ended June 30, 2022 | Nine Months Ended June 30, 2021 | |||||||||||||
| Revenues, net | $ | 774,019 | $ | 510,032 | $ | 2,508,345 | $ | 1,442,083 | ||||||||
| Cost of sales | 857,672 | 413,446 | 2,575,646 | 1,352,843 | ||||||||||||
| Gross profit (loss) | (83,653 | ) | 96,586 | (67,301 | ) | 89,240 | ||||||||||
| Operating expenses | 2,546,608 | 3,165,840 | 8,554,276 | 15,103,252 | ||||||||||||
| Loss from operations | (2,630,261 | ) | (3,069,254 | ) | (8,621,577 | ) | (15,014,012 | ) | ||||||||
| Loss from equity method investment | (1,919 | ) | (102 | ) | (4,215 | ) | (4,077 | ) | ||||||||
| Other income | 60,672 | 47,909 | 145,890 | 101,623 | ||||||||||||
| Other expense | (60,361 | ) | (41,992 | ) | (174,889 | ) | (120,978 | ) | ||||||||
| Interest expense, net | (2,023 | ) | (3,603 | ) | (7,001 | ) | (11,278 | ) | ||||||||
| Net loss | $ | (2,633,892 | ) | $ | (3,067,042 | ) | $ | (8,661,792 | ) | $ | (15,048,722 | ) | ||||
| Basic and diluted loss per common share | $ | (0.14 | ) | $ | (0.17 | ) | $ | (0.47 | ) | $ | (0.94 | ) | ||||
| Basic and diluted weighted average number of common stock outstanding | 19,332,753 | 17,820,390 | 18,475,396 | 15,938,931 | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statementsstatements.
| 6 |
| NuZee, Inc. | ||||||||||||||||||||||||
| (UNAUDITED) | ||||||||||||||||||||||||
| Noncontrolling | ||||||||||||||||||||||||
| NuZee, Inc. | Interests | Total | ||||||||||||||||||||||
| For three months ended June 30, 2017 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||
| Net loss | $ | (355,517 | ) | $ | (324,820 | ) | $ | (11,492 | ) | $ | 0 | $ | (367,009 | ) | $ | (324,820 | ) | |||||||
| Foreign currency translation | (300 | ) | - | (129 | ) | - | (429 | ) | - | |||||||||||||||
| Total other comprehensive loss, net of tax | (300 | ) | - | (129 | ) | - | (429 | ) | - | |||||||||||||||
| Comprehensive loss | $ | (355,817 | ) | $ | (324,820 | ) | $ | (11,621 | ) | $ | 0 | $ | (367,438 | ) | (324,820 | ) | ||||||||
| Noncontrolling | ||||||||||||||||||||||||
| NuZee, Inc. | Interests | Total | ||||||||||||||||||||||
| For nine months ended June 30, 2017 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||
| Net loss | $ | (1,072,335 | ) | $ | (972,358 | ) | (26,340 | ) | $ | 0 | $ | (1,098,675 | ) | $ | (972,358 | ) | ||||||||
| Foreign currency translation | (19,911 | ) | - | (8,534 | ) | - | (28,445 | ) | - | |||||||||||||||
| Total other comprehensive loss, net of tax | (19,911 | ) | - | (8,534 | ) | - | (28,445 | ) | - | |||||||||||||||
| Comprehensive loss | $ | (1,092,246 | ) | $ | (972,358 | ) | (34,874 | ) | $ | 0 | $ | (1,127,120 | ) | (972,358 | ) | |||||||||
NuZee, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| NuZee, Inc. | ||||||||
| For the three months ended June 30 | 2022 | 2021 | ||||||
| Net loss | $ | (2,633,892 | ) | $ | (3,067,042 | ) | ||
| Foreign currency translation | (45,197 | ) | (7,854 | ) | ||||
| Total other comprehensive loss, net of tax | (45,197 | ) | (7,854 | ) | ||||
| Comprehensive loss | $ | (2,679,089 | ) | $ | (3,074,896 | ) | ||
| NuZee, Inc. | ||||||||
| For the nine months ended June 30 | 2022 | 2021 | ||||||
| Net loss | $ | (8,661,792 | ) | $ | (15,048,722 | ) | ||
| Foreign currency translation | (19,604 | ) | (2,374 | ) | ||||
| Total other comprehensive loss, net of tax | (19,604 | ) | (2,374 | ) | ||||
| Total other comprehensive loss, net of tax | (19,604 | ) | (2,374 | ) | ||||
| Comprehensive loss | $ | (8,681,396 | ) | $ | (15,051,096 | ) | ||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 7 |
NuZee, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Accumulated | ||||||||||||||||||||||||
| Additional | other | |||||||||||||||||||||||
| Common stock | paid-in | Accumulated | comprehensive | |||||||||||||||||||||
| Shares | Amount | capital | deficit | income | Total | |||||||||||||||||||
| Balance September 30, 2021 | 17,820,390 | $ | 178 | $ | 64,839,254 | $ | (52,824,808 | ) | $ | 197,823 | $ | 12,212,447 | ||||||||||||
| Exercise of warrants, net of issuance costs | 384,447 | 4 | 1,721,014 | - | - | 1,721,018 | ||||||||||||||||||
| Stock option expense | - | - | 1,124,187 | - | - | 1,124,187 | ||||||||||||||||||
| Other comprehensive gain | - | - | - | - | 32,688 | 32,688 | ||||||||||||||||||
| Net loss | - | - | - | (2,804,203 | ) | - | (2,804,203 | ) | ||||||||||||||||
| Balance December 31, 2021 | 18,204,837 | $ | 182 | $ | 67,684,455 | $ | (55,629,011 | ) | $ | 230,511 | $ | 12,286,137 | ||||||||||||
| Warrant issuance costs | - | - | (18,422 | ) | - | - | (18,422 | ) | ||||||||||||||||
| Common stock issued for cash, ATM offering, net of issuance costs | 42,448 | - | 88,426 | - | - | 88,426 | ||||||||||||||||||
| Common stock issued for Dripkit acquisition | 178,681 | 2 | 386,842 | - | - | 386,844 | ||||||||||||||||||
| Stock option expense | - | - | 935,447 | - | - | 935,447 | ||||||||||||||||||
| Exercise of stock options | 14,000 | - | 12,600 | - | - | 12,600 | ||||||||||||||||||
| Restricted stock award issuance | 117,920 | 1 | 9,589 | - | - | 9,590 | ||||||||||||||||||
| Other comprehensive loss | - | - | - | - | (7,095 | ) | (7,095 | ) | ||||||||||||||||
| Net loss | - | - | - | (3,223,697 | ) | - | (3,223,697 | ) | ||||||||||||||||
| Balance March 31, 2022 | 18,557,886 | 185 | $ | 69,098,937 | $ | (58,852,708 | ) | $ | 223,416 | $ | 10,469,830 | |||||||||||||
| Common stock issued for cash, ATM offering, net of issuance costs | 6,878 | - | $ | 6,830 | $ | - | $ | - | $ | 6,830 | ||||||||||||||
| Equity securities issued for cash, exempt offering, net of issuance costs | 884,778 | 9 | 1,649,727 | - | - | 1,649,736 | ||||||||||||||||||
| Common stock issued to settle Dripkit Bulk Sales Holdback Amount | 18,475 | - | 40,000 | - | - | 40,000 | ||||||||||||||||||
| Stock option expense | - | - | 627,895 | - | - | 627,895 | ||||||||||||||||||
| Amortization of restricted stock award issued | - | - | 62,326 | - | - | 62,326 | ||||||||||||||||||
| Other comprehensive loss | - | - | - | - | (45,197 | ) | (45,197 | ) | ||||||||||||||||
| Net loss | - | - | - | (2,633,892 | ) | - | (2,633,892 | ) | ||||||||||||||||
| Balance June 30, 2022 | 19,468,017 | $ | 194 | $ | 71,485,715 | $ | (61,486,600 | ) | $ | 178,219 | $ | 10,177,528 | ||||||||||||
| 8 |
| NuZee, Inc. | ||||||||
| (UNAUDITED) | ||||||||
| Nine months Ended June 30, 2017 | Nine months Ended June 30, 2016 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | (1,098,675 | ) | $ | (972,358 | ) | ||
| Adjustments to reconcile net loss to net cash | ||||||||
| used by operating activities: | ||||||||
| Depreciation and Amortization | 55,883 | 31,513 | ||||||
| Option expense | 23,470 | 33,736 | ||||||
| Interest expense | 2,890 | - | ||||||
| Inventory impairment | 4,112 | - | ||||||
| Equity in loss of unconsolidated affiliate | 50,000 | - | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | 16,036 | 4,671 | ||||||
| Inventories | 59,693 | (11,920 | ) | |||||
| Prepaid expenses and deposits | (6,640 | ) | 8,594 | |||||
| Accounts payable | (160,000 | ) | (6,967 | ) | ||||
| Other current liabilities | (21,705 | ) | 1,453 | |||||
| Net cash used by operating activities | (1,074,936 | ) | (911,278 | ) | ||||
| Investing activities: | ||||||||
| Purchase of equipment | (136,333 | ) | (2,854 | ) | ||||
| Acquisition of investment in unconsolidated affiliate | (50,000 | ) | - | |||||
| Net cash acquired from business acquisition | 201,676 | - | ||||||
| Net cash used by investing activities | 15,343 | (2,854 | ) | |||||
| Financing activities: | ||||||||
| Proceeds from issuance of Loan - short term - Related party | 479,385 | 100,000 | ||||||
| Repayment of loans - short term - Related party | (322,824 | ) | (55,000 | ) | ||||
| Proceeds from issuance of Loan - short term | 89,016 | - | ||||||
| Repayment of loans - short term | (26,046 | ) | - | |||||
| Proceeds from issuance of common stock | 680,510 | 777,001 | ||||||
| Proceeds from issuance of exercise of options | - | 1,500 | ||||||
| Proceeds from issuance of treasury stock | 315,318 | - | ||||||
| Net cash provided by financing activities | 1,215,359 | 823,501 | ||||||
| Effect of foreign exchange on cash and cash equivalents | (44,770 | ) | - | |||||
| Net change in cash | 110,996 | (90,631 | ) | |||||
| Cash, beginning of period | 40,613 | 107,678 | ||||||
| Cash, end of period | $ | 151,609 | $ | 17,047 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | 2,063 | $ | - | ||||
| Cash paid for taxes | $ | 800 | $ | 800 | ||||
| Noncash investing and financing activities: | ||||||||
| Acquisition of NuZee JAPAN Co., Ltd through issuance of common shares | ||||||||
| Software purchased with installment agreement | $ | 14,807 | $ | - | ||||
| Conversion of note payable | $ | 606,000 | $ | - | ||||
| Conversion of note payable - Related party | $ | 100,000 | $ | - | ||||
| Accumulated | ||||||||||||||||||||||||
| Common stock | Additional paid-in | Accumulated | other comprehensive | |||||||||||||||||||||
| Shares | Amount | capital | deficit | income | Total | |||||||||||||||||||
| Balance September 30, 2020 | 14,570,105 | $ | 146 | $ | 40,472,229 | $ | (34,272,778 | ) | $ | 190,161 | $ | 6,389,758 | ||||||||||||
| Equity securities issued for cash, net of issuance costs | 324,959 | 3 | 2,683,977 | - | - | 2,683,980 | ||||||||||||||||||
| Stock option expense | - | - | 4,507,298 | - | - | 4,507,298 | ||||||||||||||||||
| Exercise of stock options | 6,000 | - | 9,180 | - | - | 9,180 | ||||||||||||||||||
| Other comprehensive gain | - | - | - | - | 1,656 | 1,656 | ||||||||||||||||||
| Net loss | - | - | - | (5,896,072 | ) | - | (5,896,072 | ) | ||||||||||||||||
| Balance December 31, 2020 | 14,901,064 | $ | 149 | $ | 47,672,684 | $ | (40,168,850 | ) | $ | 191,817 | $ | 7,695,800 | ||||||||||||
| - | ||||||||||||||||||||||||
| Equity securities issued for cash, net of issuance costs | 2,782,111 | 28 | 11,017,276 | - | - | 11,017,304 | ||||||||||||||||||
| Restricted stock award issuance | 137,215 | 1 | 870,999 | - | - | 871,000 | ||||||||||||||||||
| Stock option expense | - | - | 1,989,006 | - | - | 1,989,006 | ||||||||||||||||||
| Other comprehensive gain | - | - | - | - | 3,824 | 3,824 | ||||||||||||||||||
| Net loss | - | - | - | (6,085,608 | ) | (6,085,608 | ) | |||||||||||||||||
| Balance March 31, 2021 | 17,820,390 | 178 | $ | 61,549,965 | $ | (46,254,458 | ) | $ | 195,641 | $ | 15,491,326 | |||||||||||||
| Amortization of restricted stock award issued | - | - | 91,036 | - | - | 91,036 | ||||||||||||||||||
| Stock option expense | - | - | 1,506,613 | - | - | 1,506,613 | ||||||||||||||||||
| Other comprehensive loss | - | - | - | - | (7,854 | ) | (7,854 | ) | ||||||||||||||||
| Net loss | - | - | - | (3,067,042 | ) | - | (3,067,042 | ) | ||||||||||||||||
| Balance June 30, 2021 | 17,820,390 | 178 | $ | 63,147,614 | $ | (49,321,500 | ) | $ | 187,787 | $ | 14,014,079 | |||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 9 |
NuZee, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| June 30, 2022 | June 30, 2021 | |||||||
| Nine Months Ended | Nine Months Ended | |||||||
| June 30, 2022 | June 30, 2021 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | (8,661,792 | ) | $ | (15,048,722 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 295,178 | 254,929 | ||||||
| Noncash lease expense | 213,539 | 215,397 | ||||||
| Stock option expense | 2,687,529 | 8,002,917 | ||||||
| Restricted stock award issuance | 71,916 | 962,036 | ||||||
| Property and equipment impairment | - | 840,391 | ||||||
| Sales allowance | - | (11,563 | ) | |||||
| Loss on disposition of asset | 12,618 | - | ||||||
| Write-off of deferred offering costs | - | 477,605 | ||||||
| Loss from equity method investment | 4,215 | 4,077 | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | (18,752 | ) | (112,858 | ) | ||||
| Inventories | (99,452 | ) | (183,486 | ) | ||||
| Prepaid expenses and other current assets | (49,464 | ) | (141,018 | ) | ||||
| Other assets | (6,926 | ) | (1,362 | ) | ||||
| Accounts payable | 112,917 | 31,540 | ||||||
| Deferred income | 162,495 | 61,032 | ||||||
| Lease liability – operating lease | (210,194 | ) | (193,118 | ) | ||||
| Accrued expenses and other current liabilities | (206,140 | ) | (363,112 | ) | ||||
| Other non-current liabilities | 15,015 | 728 | ||||||
| Net cash used in operating activities | (5,677,298 | ) | (5,204,587 | ) | ||||
| Investing activities: | ||||||||
| Purchase of equipment | (214,524 | ) | (141,445 | ) | ||||
| Acquisition of Dripkit | (413,069 | ) | - | |||||
| Net cash used in investing activities | (627,593 | ) | (141,445 | ) | ||||
| Financing activities: | ||||||||
| Proceeds from issuance of common stock, exercise of options | 12,600 | 9,180 | ||||||
| Repayment of loans | (41,671 | ) | (40,407 | ) | ||||
| Repayment of finance lease | (18,094 | ) | (15,939 | ) | ||||
| Proceeds from issuance of common stock, ATM offering, net of issuance costs | 95,256 | - | ||||||
| Proceeds from issuance of common stock, exercise of warrants, net of issuance costs | 1,702,596 | - | ||||||
| Proceeds from issuance of equity securities, exempt offering, net of issuance costs | 1,649,736 | - | ||||||
| Proceeds from issuance of equity securities, net of issuance costs | - | 13,701,284 | ||||||
| Cash paid for offering costs | (368,783) | - | ||||||
| Net cash provided by financing activities | 3,031,640 | 13,654,118 | ||||||
| Effect of foreign exchange on cash | (19,604 | ) | (2,374 | ) | ||||
| Net change in cash | (3,292,855 | ) | 8,305,712 | |||||
| Cash, beginning of period | 10,815,954 | 4,398,545 | ||||||
| Cash, end of period | $ | 7,523,099 | $ | 12,704,257 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | 7,077 | $ | 11,278 | ||||
| Cash paid for taxes | $ | 800 | $ | 7,044 | ||||
| Non-cash transactions: | ||||||||
| ROU assets and liabilities added during the period | $ | 558,371 | $ | - | ||||
| Common stock issued in acquisition of Dripkit | $ | 426,844 | $ | - | ||||
| Stock issuance costs accrued | $ | 273,762 | $ | - | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 10 |
(Unaudited)
June 30, 2017
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim consolidated financial statements of NuZee, Inc. (the "Company"(together with its subsidiaries, referred to herein as the “Company”, “we” or “NuZee”) have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"(“GAAP”), and rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's annual reportCompany’s Annual Report on Form 10-K for the year ended September 30, 20162021 as filed with the SEC.SEC on December 22, 2021. In the opinion of management, all adjustments, consisting of recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the annual reportAnnual Report on Form 10-K for the year ended September 30, 2021, have been omitted.
Reclassification
Certain amounts in the prior period financial statements have been prepared in accordance with accounting principles generally accepted inreclassified to conform to the United States of America, which contemplates continuationpresentation of the Company as a going concern. The Company has had recurring losses, large accumulated deficit, is dependent on the shareholderscurrent period financial statements. We reclassified lease expenses associated with subleased property from Operating expenses to provide additional fundingOther expenses totaling $118,885 for operating expenses and has limited revenues. These items raise substantial doubts about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's continued existence is dependent upon management's ability to develop profitable operations, continued contributions from the Company's executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company's products and business.
| Customer Name | Sales Amount | % of Total Revenue | ||||||
| Customer PO | $ | 613,550 | 50 | % | ||||
| Customer K | $ | 168,875 | 14 | % | ||||
| Customer Name | Sales Amount | % of Total Revenue | ||||||
| Customer A | $ | 161,824 | 60 | % | ||||
| Customer H | $ | 67,288 | 25 | % | ||||
| Customer Name | Sales Amount | % of Total Revenue | ||||||
| Customer PO | $ | 150,135 | 56 | % | ||||
| Customer Name | Sales Amount | % of Total Revenue | ||||||
| Customer A | $ | 89,665 | 66 | % | ||||
| Customer H | $ | 16,822 | 12 | % | ||||
| 2017 | $ | 2,283 | ||
| 2018 | 4,403 | |||
| 2019 | 4,403 | |||
| 2020 | 3,684 | |||
| Total Minimum Lease Payments | $ | 14,773 |
Principles of Consolidation
The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and majorityits wholly owned subsidiary which has a fiscal year end of January 31.subsidiaries. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation.
The Company has two wholly owned international subsidiaries in NuZee KOREA Ltd. (“NuZee KR”) and NuZee Investment Co., Ltd. (“NuZee INV”).
On February 25, 2022 (the “Closing Date”), the Company acquired substantially all the assets and certain specified liabilities (the “Acquisition”) of Dripkit, Inc., a Delaware corporation (“Dripkit”), pursuant to the Asset Purchase Agreement, dated as of February 21, 2022 (the “Asset Purchase Agreement”), by and among the Company, Dripkit, and Dripkit’s existing investors (the “Stock Recipients”) who executed joinders to the Asset Purchase Agreement as of the Closing Date. Pursuant to the terms of the Asset Purchase Agreement, the aggregate purchase price paid by the Company for the Acquisition was $860,000, plus the assumption of certain assumed liabilities, subject to certain adjustments and holdbacks as provided in the consolidation.
| 11 |
Basic earnings per common share is equal to net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of June 30, 2022, and June 30, 2021, the total number of common stock equivalents was and , respectively, comprised of stock options and warrants as of June 30, 2022 and June 30, 2021. The Company incurred a net loss for the three and nine months ended June 30, 2022, and 2021, respectively, and therefore basic and diluted earnings per share for those periods are the same because all potential common equivalent shares would be antidilutive.
Capital Resources
Since its subsidiaryinception, the Company has devoted substantially all its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, raising capital, and the commercialization and manufacture of its single serve coffee products. The Company has generated limited revenues from its principal operations, and there is no assurance of future revenues.
As of June 30, 2022, the Company had cash of $7,523,099. However, the Company has not attained profitable operations since inception.
Major Customers
In the nine months ended June 30, 2022 and 2021, revenue was primarily derived from major customers disclosed below.
SCHEDULE OF REVENUE BY MAJOR CUSTOMERS
Nine months ended June 30, 2022:
| Customer Name | Sales Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | ||||||||||||
| Customer WP | $ | 660,997 | 26 | % | $ | 239,579 | 42 | % | ||||||||
| Customer CU | $ | 252,137 | 10 | % | $ | 52,564 | 9 | % | ||||||||
| Customer S | $ | 242,580 | 10 | % | $ | 62,590 | 11 | % | ||||||||
Nine months ended June 30, 2021:
| Customer Name | Sales Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | ||||||||||||
| Customer WP | $ | 456,247 | 32 | % | $ | 124,814 | 39 | % | ||||||||
Lease
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The Company implemented ASU No. 2016-02 on October 1, 2019.
The Company performs a quarterly analysis of leases to determine if there are any operating leases that require recognition under ASC 842. The Company has a long-term operating lease for office and manufacturing space in accordancePlano, Texas. The leased property in Plano, Texas, has a remaining lease term through June 2024. The lease has an option to extend beyond the stated termination date, but exercise of this option is not probable. The Company did not apply the recognition requirements of ASC 842 to operating leases with ASC 810,a remaining lease term of 12 months or less.
| 12 |
During our analysis of leases in the nine months ended June 30, 2022, we determined to renew the office and specifically ASC 810-10-15-8manufacturing space in Vista, California which states,was scheduled to expire on January 31, 2023, through March 31, 2025. The lease has a monthly base rent of $8,451, plus common area expenses. Along with the usual conditionextension, we leased an additional 1,796 square feet that has a monthly base rent of $2,514 through March 31, 2025. We extended our sub-leased property in Vista, California, through January 31, 2023. The lease has a monthly rent of $2,111 and has been calculated as a ROU Asset co-terminus with the direct-leased property. The Seoul, Korea office and manufacturing space lease was extended through June 2022 and there is an apartment leased through June 2022. Additionally, the Company leased a new larger office and manufacturing space in Seoul, Korea beginning November 15, 2021, through November 15, 2023. The lease has a monthly expense of $7,040. Accordingly, we have added ROU assets and lease liabilities related to those leases at June 30, 2022.
As of June 30, 2022, our operating leases had a weighted average remaining lease term of 1.6 years and a weighted-average discount rate of 5.5%. Other information related to our operating leases is as follows:
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE
| ROU Asset – October 1, 2021 | $ | 386,587 | ||
| ROU Asset added during the period | 558,371 | |||
| Amortization during the period | (213,539 | ) | ||
| ROU Asset – June 30, 2022 | $ | 731,419 | ||
| Lease Liability – October 1, 2021 | $ | 398,587 | ||
| Lease Liability added during the period | 558,371 | |||
| Amortization during the period | (210,194 | ) | ||
| Lease Liability – June 30, 2022 | $ | 746,764 | ||
| Lease Liability – Short-Term | $ | 180,939 | ||
| Lease Liability – Long-Term | 565,825 | |||
| Lease Liability – Total | $ | 746,764 |
The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of June 30, 2022:
Amounts due within twelve months of June 30,
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES
| 2023 | $ | 292,775 | ||
| 2024 | 322,280 | |||
| 2025 | 186,759 | |||
| Total Minimum Lease Payments | 801,814 | |||
| Less Effect of Discounting | (55,050 | ) | ||
| Present Value of Future Minimum Lease Payments | 746,764 | |||
| Less Current Portion of Operating Lease Liabilities | 180,939 | |||
| Long-Term Operating Lease Liabilities | $ | 565,825 |
On October 9, 2019, the Company entered into a lease agreement with Alliance Funding Group which provided for a controlling financial interest is ownershipsale lease back on certain packing equipment. The terms of a majority voting interest, and, therefore,this agreement require us to pay $2,987 per month through July 2024. As part of this agreement, Alliance Funding Group provided our equipment supplier with $124,500 for the purchase of this equipment. This transaction was accounted for as a general rule ownership by one reporting entity, directly or indirectly, or over 50%finance lease. As of June 30, 2022, our finance lease had a remaining lease term of 1.9 years and a discount rate of 12.75%. The interest expense on finance lease liabilities for the nine months ended June 30, 2022 was $6,741.
During the year ended September 30, 2021, we recorded an impairment to fully write off the related equipment as it was deemed no longer useful for our operations.
| 13 |
The table below summarizes future minimum finance lease payments at June 30, 2022 for the twelve months ended June 30:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS FOR FINANCE LEASES
| 2022 | $ | 33,113 | ||
| 2023 | 33,113 | |||
| 2024 | 2,759 | |||
| Total Minimum Lease Payments | 68,985 | |||
| Amount representing interest | (8,679 | ) | ||
| Present Value of Minimum Lease Payments | 60,306 | |||
| Current Portion of Finance Lease Obligations | 30,610 | |||
| Finance Lease Obligations, Less Current Portion | $ | 29,696 |
Rent expense included in Operating expense for the nine months ended June 30, 2022 and 2021 was $221,972 and $132,279, respectively. Rent expense included in Other expense for the nine months ended June 30, 2022 and 2021 was $157,267 and $118,885, respectively.
Cash and non-cash activities associated with the leases for the nine months ended June 30, 2022 are as follows:
SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES
| Operating cash outflows from operating leases: | $ | 216,334 | ||
| Operating cash outflows from finance lease: | $ | 6,741 | ||
| Financing cash outflows from finance lease: | $ | 18,094 |
In September 2020, we subleased the space at 1700 Capital Avenue in Plano, Texas, effective October 1, 2020, under terms that are co-terminus with the original lease ending June 30, 2024. During the nine months ended June 30, 2022, we recognized sublease income of $140,753 pursuant to the sublease included in Other income on our financial statements. Future minimum lease payments to be received under that sublease as of June 30, 2022, for each of the twelve months ended June 30 are as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF SUBLEASE
| 2023 | $ | 126,017 | ||
| 2024 | 129,835 | |||
| Total | $ | 255,852 |
Loans
On April 1, 2019, we purchased a delivery van from Ford Motor Credit for $41,627. The Company paid $3,500 as a down payment and financed $38,127 for 60 months at a rate of 2.9%. The loan is secured by the van. The outstanding voting sharesbalance on the loan at June 30, 2022 and September 30, 2021 amounted to $14,643 and $20,146, respectively.
The remaining loan payments are as follows:
SCHEDULE OF LOAN PAYMENTS
Ford Motor Credit | ||||
| 2022 (Jul 2022 - Sep 2022) | $ | 1,951 | ||
| 2023 (Oct 2022 - Jun 2023) | 5,939 | |||
| Total Current Portion | $ | 7,890 | ||
| 2023 (Jul 2023 - Sep 2023) | $ | 6,753 | ||
| Total Long-Term Portion | $ | 6,753 | ||
| Grand Total | $ | 14,643 | ||
On February 15, 2019, NuZee KR entered into equipment financing for production equipment with Shin Han Bank for $60,563. In June 2019, NuZee KR purchased additional equipment and increased the loan with Shin Han Bank by $86,518. The financing had a term of another36 months at a rate of 4.33%. Principal payments began in July 2019. The outstanding balance on this loan at June 30, 2022 and September 30, 2021 amounted to $0 and $35,898, respectively. This loan was paid in full in this reporting period.
| 14 |
Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principle is that an entity iswill recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a condition pointing toward consolidation.
Foreign Currency Translation
The financial position and results of operations of each of the Company'sCompany’s foreign subsidiaries are measured using the foreign subsidiary'ssubsidiary’s local currency as the functional currency. Revenues and expenses of each such subsidiariessubsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders'stockholders’ equity unless there is a sale or complete liquidation of the underlying foreign investments.investment. Foreign currency translation adjustments resulted inrecorded to other comprehensive loss of $28,445amounted to $(19,604) and $0$(2,374) for the nine months ended June 30, 20172022 and 2016,2021, respectively.
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction gains included in operations totaled $896 for nine months ended
Prepaid expenses and other current assets
Prepaid expenses and other current assets at June 30, 20172022 and losses totaled $2,918 for nine months endedSeptember 30, 2021, were as follows:
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
June 30, 2022 | September 30, 2021 | |||||||
| Prepaid expenses and other current assets | $ | 1,174,297 | $ | 482,288 | ||||
The prepaid expenses and other current assets balance of $1,174,297 as of June 30, 2016.
Inventories
Inventory, consisting principally of productsraw materials, work in process and finished goods held for production and sale, is stated at the lower of cost or market or net realizable value, cost being determined using the weighted average cost method. The Company reviews inventory levels at least quarterly and records a valuation allowance when appropriate. At June 30, 20172022 and September 30, 2016, the Company concluded2021, the carrying value of inventory was $682,580 and $573,464, respectively.
SCHEDULE OF INVENTORY
June 30, 2022 | September 30, 2021 | |||||||
| Raw materials | $ | 638,444 | $ | 552,621 | ||||
| Finished goods | 44,136 | 20,843 | ||||||
| Less – Inventory reserve | - | - | ||||||
| Total | $ | 682,580 | $ | 573,464 | ||||
| 15 |
Joint Venture
On January 9, 2020, a joint venture agreement was signed between Industrial Marino, S.A. de C.V. (50%) and the inventoryCompany (50%) forming NuZee LATIN AMERICA (NLA), S.A. de C.V. NLA was formed pursuant to the laws of $380,508Mexico, with corporate domicile in Mazatlan, Mexico. As part of the capitalization of NLA, the Company contributed two co-packing machines to the joint venture. These machines had an aggregate carrying cost of $313,012. The Company received $110,000 in cash for this contribution and $206,356 respectively, the amounts reflectedrecorded an investment in NLA of $160,000 and a loss of $43,012 on the consolidated balance sheets are net of this adjustment.
| June 30, | September 30, | |||||||
| 2017 | 2016 | |||||||
| Raw Material | $ | 189,577 | $ | 124,035 | ||||
| Work in Process | 5,852 | 14,366 | ||||||
| Finished Goods | 185,079 | 67,955 | ||||||
| $ | 380,508 | $ | 206,356 | |||||
The Company accounts for NLA using the equity method of accounting since the management of day-to-day operations at NLA ultimately lies with the Company’s joint venture partner as the operations of NLA are based in its partners facilities and outstanding common stock of NuZee JP. The Company's issued shares had an acquisition date fair value of $258,465. The remaining thirty percent (30%) of NuZee JP's issued and outstanding common stock is, and will be atour partner appoints the closing, owned by NuZee JP's current President and Chairman of the joint board of directors of NLA. As of June 30, 2022, the only activities in NLA were the contribution of two machines, as described above, and start up and initial marketing and sales activities. $4,215 and $4,077 of losses were recognized under the equity method of accounting during the nine months ended June 30, 2022 and June 30, 2021, respectively.
2. GEOGRAPHIC CONCENTRATION
The Company is organized based on fundamentally one business segment although it does sell its Boardproducts on a world-wide basis. The Company is organized in three geographical segments. The Company co-packs product for customers and produces and sells its products directly in North America and Korea. The Company has a minimally staffed office in Japan that provides support for import and export of Directors. The reason for this acquisition is to extend our market sharesproduct and materials between the U.S. and Japan, as well as obtain more business opportunitiesinvestor relations support to our shareholders based in both USA and Japan market. This transaction closed on October 3rd, 2016.
| Acquisition of NuZee Japan Co., Ltd. | ||||
| ASSETS ACQUIRED: | ||||
| CASH | $ | 201,676 | ||
| ACCOUNTS RECEIVABLE | 60,770 | |||
| INVENTORIES | 233,845 | |||
| OTHER CURRENT ASSETS | 75,738 | |||
| PROPERTY PLANT AND EQUIPMENT | 16,677 | |||
| GOODWILL | 52,424 | |||
| TOTAL ASSETS ACQUIRED | 641,130 | |||
| LESS LIABILITIES ASSUMED | ||||
| ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | (153,440 | ) | ||
| LOAN PAYABLE | (140,922 | ) | ||
| TOTAL LIABILITIES ASSUMED | (294,362 | ) | ||
| LESS NONCONTROLLING INTEREST | (88,303 | ) | ||
| NET ASSETS ACQUIRED FROM NUZEE JP ACQUISITION | 258,465 | |||
| NuZee, Inc. | ||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
| (UNAUDITED) | ||||||||
| Three months ended | Nine months ended | |||||||
June 30, 2016 | June 30, 2016 | |||||||
| (Pro Forma) | (Pro Forma) | |||||||
| Revenues | $ | 840,875 | $ | 1,118,786 | ||||
| Cost of sales | 584,525 | 777,449 | ||||||
| Gross Profit | 256,350 | 341,337 | ||||||
| Operating expenses | 527,863 | 1,395,433 | ||||||
| Loss from operations | (271,513 | ) | (1,054,096 | ) | ||||
| Other income | 19,902 | 32,284 | ||||||
| Equity in loss of unconsolidated affiliate | - | - | ||||||
| Other expense | 15,164 | (7,823 | ) | |||||
| Net loss | (236,447 | ) | (1,029,635 | ) | ||||
| Net loss attributable to noncontrolling interest | - | - | ||||||
| Net loss attributable to NuZee, Inc. | $ | (236,447 | ) | $ | (1,029,635 | ) | ||
| Net loss per share, basic and fully diluted | $ | (0.01 | ) | $ | (0.03 | ) | ||
| Weighted average of shares outstanding | 31,805,135 | 31,730,747 | ||||||
Geographic Concentration
SCHEDULE OF GEOGRAPHIC OPERATIONS
Nine Months Ended | Nine Months Ended | |||||||
| June 30, 2022 | June 30, 2021 | |||||||
| Net Revenue: | ||||||||
| North America | $ | 2,031,781 | $ | 1,077,986 | ||||
| South Korea | 476,564 | 364,097 | ||||||
| Net Revenue | $ | 2,508,345 | $ | 1,442,083 | ||||
| Property and equipment, net: | As of June 30, 2022 | As of September 30, 2021 | ||||||
| North America | $ | 400,842 | $ | 517,966 | ||||
| South Korea | 209,254 | 154,562 | ||||||
| Japan | 2,200 | 1,496 | ||||||
| Property and equipment, net | $ | 612,296 | $ | 674,024 | ||||
3. RELATED PARTY TRANSACTIONS
For the nine months ended June 30, 2017,2022 and June 30, 2021, respectively, the Company accrued interesthad sales of $223.$0 and $28,299 of materials to NLA.
| 16 |
4. BUSINESS COMBINATIONS
As described in Note 1, on February 25, 2022, the Company acquired substantially all the assets and certain specified liabilities of Dripkit pursuant to the Asset Purchase Agreement, dated as of February 21, 2022, by and among the Company, Dripkit, and Dripkit’s existing investors who executed joinders to the Asset Purchase Agreement as of the Closing Date. Pursuant to the terms of the Asset Purchase Agreement, the aggregate purchase price paid by the Company for the Acquisition was $860,000, plus the assumption of certain assumed liabilities, including a $13,000 bridge loan and approximately $3,176 of payables, subject to certain adjustments and holdbacks as provided in the Asset Purchase Agreement resulting in an acquisition accounting purchase price of $876,176. The Company analyzed the Acquisition under ASC 805 and concluded that it should be accounted for as a business combination.
Pursuant to the terms of the Asset Purchase Agreement, on the Closing Date, the cash portion of the purchase price was reduced by the following amounts: (a) $22,000, in satisfaction of a bridge loan made from the Company to Dripkit in February 2022 to provide Dripkit with operational financing prior to the Closing Date, (b) $35,500, as an indemnity holdback for the purpose of satisfying any indemnification claims made by the Company pursuant to the Asset Purchase Agreement, and (c) $40,000, as a cash bulk sales holdback (the “Cash Bulk Sales Holdback Amount”). In addition, on the Closing Date, the Company held back $40,000 worth of stock consideration as the Stock Bulk Sales Holdback Amount (together with the Cash Bulk Sales Holdback Amount, the “Bulk Sales Holdback Amount”).
On the Closing Date, after adjustments and holdbacks under the Asset Purchase Agreement, the Company paid back $55,000the aggregate purchase price as follows: (i) cash paid by the Company to Dripkit was $257,000, and (ii) the Company issued to the Stock Recipients an aggregate of this short-term loan shares of the Company’s common stock. The Company repaid the entire outstanding principal amount of Dripkit’s Small Business Association Economic Injury Disaster Loan in the amount of $78,656. In addition, the Company recorded a liability on its balance sheet in Accounts Payable of $115,500 related to potential future amounts due related to the Bulk Sales Holdback of $80,000 and the indemnity holdback of $35,500.
In the quarter ended June 30, 2022, pursuant to the terms of the Asset Purchase Agreement, the Bulk Sales Holdback Amount was used to satisfy sales and use taxes owed by Dripkit to the State of New York as of Septemberthe Closing Date. Pursuant to the terms of the Asset Purchase Agreement, the amounts remaining after offsetting the cost of these sales and use taxes were distributed as follows in the quarter ended June 30, 2016 ,$20,0002022: (i) $39,237 was distributed to Dripkit on May 9, 2022, in connection with the Cash Bulk Sales Holdback Amount, and (ii) shares of this short-termcommon stock were issued to the Stock Recipients on April 25, 2022, in connection with the Stock Bulk Sales Holdback Amount.
Dripkit was acquired for purposes of supplementing our current product offerings. Dripkit operates as a new Dripkit Coffee business division that is wholly-owned by NuZee, Inc.
The following table presents the allocation of the aggregate purchase price paid by the Company for the Acquisition of $860,000, plus the assumption of certain assumed liabilities, including a $13,000 bridge loan and approximately $3,176 of payables, resulting in an acquisition accounting purchase price of $876,176, to the assets acquired for the acquisition of Dripkit:
SCHEDULE OF ALLOCATION OF AGGREGATE PURCHASE PRICE
| Total purchase price | $ | 876,176 | ||
| Assets acquired: | ||||
| Inventory | $ | 9,664 | ||
| Property and equipment | 5,100 | |||
| Identifiable intangible assets | 330,000 | |||
| Total assets acquired | $ | 344,764 | ||
| Estimated fair value of net assets acquired | $ | 344,764 | ||
| Goodwill | $ | 531,412 | ||
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Identified Intangibles and Goodwill
The Company identified tradename and customer relationships intangible assets. The tradename and customer relationships intangible assets will be amortized on a straight-line basis over their respective estimated useful lives. The goodwill recognized results from such factors as of March 31, 2017an assembled workforce and $21,000 of this short-term loan during the threemanagement’s industry know-how. See Note 5—Goodwill and Intangible Assets for additional information on identified intangible assets and goodwill.
The nine months ended June 30, 2017. There has $4,000 short term loan balance left as2022 includes the operating results of Dripkit for the period from February 25, 2022, the date of acquisition, to June 30, 2017.
During the nine months ended June 30, 2017,2022, the Company accrued interestincurred $270,478 of $105. transaction costs related to the Acquisition which are included in Operating expenses.
Unaudited Pro forma Financial Information
The following unaudited proforma financial information presents the combined results of operations of the Company paid back $34,670and gives effect to the Dripkit Acquisition for the three and nine months ended June 30, 2022 and 2021, as if the Acquisition had occurred as of December 31, 2016, $41,000the beginning of the first period presented instead of on February 25, 2022.
The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the Acquisition had been completed on October 1, 2021, nor does it purport to project the results of operations of the combined company in future periods. The pro forma financial information does not give effect to any anticipated integration costs related to the acquired company.
The proforma financial information for the Company and Dripkit is as follows:
SCHEDULE OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
For the June 30, | For the nine months ended June 30, | |||||||||||||||
| Description | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Revenues | $ | 774,019 | $ | 631,744 | $ | 2,585,802 | $ | 1,787,270 | ||||||||
| Net loss | $ | 2,624,975 | $ | 3,101,583 | $ | 8,491,254 | $ | 15,234,435 | ||||||||
For purposes of March 31, 2017the pro forma disclosures above, the primary adjustments for the three months and $69,330 as ofnine months ended June 30, 2017.
5. GOODWILL AND INTANGIBLE ASSETS
Changes in goodwill for the sum of $18,384 short-term loan from NuZee Co., Ltd to be repaid on or before December 14, 2017 at an interest rate of one percent (1%). Between February and March 2017, the Company borrowed the sum of $ 14,440 short-term loan from NuZee Co., Ltd to be repaid on or before March 23, 2018 at an interest rate of one percent (1%). During June 2017, the Company borrowed 5,500,000 JPY ($47,361) and $150,000 short-term loan from NuZee Co., Ltd to be repaid on or beforenine months ended June 30, 2018 at an interest rate2022, consists of one percent (1%). During the six months ended March 31, 2017, the Company accrued interest of $57. following:
SCHEDULE OF CHANGES IN GOODWILL
| June 30, 2022 | ||||
| Balance at September 30, 2021 | $ | - | ||
| Dripkit acquisition | 531,412 | |||
| Balance at June 30, 2022 | $ | 531,412 | ||
As of June 30, 2017, Company paid back2022, the principal amountCompany’s intangible assets consisted of $32,824 as well as the related accrued interest to NuZee,Co.,Ltd.
SCHEDULE OF INTANGIBLE ASSETS
| Amortization | June 30, 2022 | |||||||||||||||
Period (Years) | Gross | Accumulated Amortization | Net | |||||||||||||
| Tradenames | 5 | $ | 230,000 | $ | 15,333 | $ | 214,667 | |||||||||
| Customer relationships | 3 | 100,000 | 11,111 | 88,889 | ||||||||||||
| Balance at June 30, 2022 | $ | 330,000 | $ | 26,444 | $ | 303,556 | ||||||||||
Amortization expense was $26,444 for the Company borrowed the sum of $4,000 short-term loan from Travis Gorney to be repaid on or before February 14, 2018 at an interest rate of one percent (1%). The Company paid back the total principal $4,000 and accrued interest $4.93 on March 31, 2017.
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6. ISSUANCE OF EQUITY SECURITIES
Exercise of one percent (1%). On or about May 9, 2017,Warrants
In the Board of Directors amended the terms of the bridge loan in order to permit Takayuki Nagashima to convert the loan and to receive a ("Note") evidencing his right, exercisable at this election, to convert, his loan to shares of the Corporation's stock at $0.51 per share at any time upon reasonable notice to the Corporation. On or about May 9, 2017, Takayuki Nagashima exercised his right to convert the Amended Note to shares of the Corporation's common stock at the price of $0.51 per share, thus equating to a conversion of $100,000 [i.e., $100,000 principal] to the equivalent 196,078 shares of the Corporation's common stock.
INVESTMENT IN AFFILIATE | ||||
| 2017 | ||||
| Beginning of period | $ | - | ||
| Additional investments in unconsolidated affiliate | $ | 50,000 | ||
| Distributions received | $ | - | ||
| Sale of investment in unconsolidated affiliate | $ | - | ||
| Equity in net income (loss) of unconsolidated affiliate | $ | (50,000 | ) | |
| End of period | $ | - | ||
ATM Offering
On December 28, 2021, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Maxim Group LLC, as agent (the “Agent”), pursuant to which we could offer and sell, from time to time, shares of our common stock through the Agent in “at-the-market-offerings”, as defined in Rule 415 under the Securities Act, having an aggregate purchaseoffering price of $145,510.
Grant of Restricted Stock Awards to the Company’s Independent Board Members
On March 31, 2017, Kenichi Miura exercised his right17, 2022, pursuant to convert the Amended Note to sharesCompany’s non-employee director compensation policy, the Compensation Committee (the “Committee”) of the Corporation'sCompany’s Board of Directors (the “Board”) granted restricted shares (the “Restricted Shares”) of the Company’s common stock (the "Conversion"), at the price of $0.51 per share, in accordance with the terms and conditionsto each of the Convertible Note Purchase Agreement, thus equating to a conversion of $606,000 [i.e., $600,000 principal, plus $6,000in accrued interest]Company’s five independent directors pursuant to the equivalent 1,188,236 sharesNuZee, Inc. 2013 Stock Incentive Plan, totaling Restricted Shares. The Restricted Shares are scheduled to vest in full on the one-year anniversary of the Corporation'sgrant date, subject to each independent director’s continued service as a director of the Company. The Company recognized common stock.
April 2022 Exempt Offering
On April 13, 2022, pursuant to June 2017,Securities Act registration exemptions under Regulation S and/or Section 4(a)(2) of the Securities Act, the Company sold 618,271 shares of treasury stock units (the “2022 Units”), at $0.51per share, for an aggregate purchasea price of $315,318.
Options
During May 2017,the nine months ended June 30, 2022, the Company agreed to amend Nagashima Takayuki's $100,000 short-term loan to a convertible loan with a conversion pricegranted new stock options, issued shares upon the exercise of $0.51 per share. Nagashima Takayuki then converted this loan to 196,078 sharesoutstanding stock options, and had 223,500 stock options that were forfeited because of the Company's common stock.termination of employment.
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The fair value of each option award granted in the nine months ended June 30, 2022 was estimated on the date of grant using the Black-Scholes option valuation model using the assumptions noted as follows: expected volatility was based on the historical volatility of a peer group of companies. The expected term of options granted was determined using the simplified method under SAB 107 which represents the mid-point between the vesting term and the contractual term. The risk-free rate is calculated using the U.S. Treasury yield curve and is based on the expected term of the option.
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR FAIR VALUE MEASUREMENT OF OPTIONS
| June 30, 2022 | ||||
| Risk-free interest rate | % | |||
| Expected option life | ||||
| Expected volatility | % | |||
| Expected dividend yield | % | |||
| Exercise price | $ | |||
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | |||||||||||||||
| Number of | Exercise | Contractual | Aggregate | |||||||||||||
| Shares | Price | Life (years) | Intrinsic Value | |||||||||||||
| Outstanding at September 30, 2016 | 573,000 | $ | 0.70 | |||||||||||||
| Granted | 84,000 | 0.49 | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Expired | - | - | ||||||||||||||
| Forfeited | - | - | ||||||||||||||
| Outstanding at June 30, 2017 | 657,000 | $ | 0.67 | 9.0 | 25,925 | |||||||||||
| Exercisable at June 30, 2017 | 253,000 | $ | 0.46 | 9.0 | 25,925 | |||||||||||
SUMMARY OF STOCK OPTION ACTIVITY
| Number of Shares | Weighted Average Price | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at September 30, 2021 | 4,511,691 | $ | 4.73 | $ | 452,206 | |||||||||||
| Granted | 100,000 | 2.16 | ||||||||||||||
| Exercised | (14,000 | ) | 0.90 | |||||||||||||
| Expired | - | - | ||||||||||||||
| Forfeited | (223,500 | ) | 13.16 | |||||||||||||
| Outstanding at June 30, 2022 | 4,374,191 | $ | 4.25 | $ | - | |||||||||||
| Exercisable at June 30, 2022 | 1,932,379 | $ | 4.92 | $ | - | |||||||||||
The Company is expensing these stock option awards on a straight-line basis over the requisite service period. The Company recognized stock option expensesexpense of $23,470$2,687,529 and $8,002,917 for the nine months ended June 30, 2017.2022 and June 30, 2021, respectively. Unamortized option expense as of June 30, 2017,2022, for all options outstanding amounted to approximately $32,190.$1,808,520. These costs are expected to be recognized over a weighted-averageweighted average period of 1.8 years.
SUMMARY OF UNVESTED SHARES
Nonvested options
| Number of Nonvested Options | Weighted Average Grant Date Fair Value | |||||||
| Nonvested options at September 30, 2021 | 2,870,799 | $ | 5.02 | |||||
| Granted | 100,000 | 2.16 | ||||||
| Forfeited | (54,333 | ) | 4.43 | |||||
| Vested | (474,653 | ) | 5.90 | |||||
| Nonvested options at June 30, 2022 | 2,441,813 | $ | 4.74 | |||||
Warrants
On June 23, 2020, as part of our agreement with Benchmark Company, LLC, the underwriter of the Company’s June 2020 registered public offering of common stock, we issued 40,250 warrants (the “2020 Warrants”) to purchase our common stock at an exercise price of $9.00 a share. The 2020 Warrants became exercisable on December 23, 2020 and expire on June 18, 2025.
On March 19, 2021, we entered into an underwriting agreement in connection with our registered public offering of (i) units (the “2021 Units”), at a price to the public of $4.50 per 2021 Unit, with each 2021 Unit consisting of (a) one share of our common stock, (b) one Series A Warrant, and (c) one Series B Warrant (together with the Series A Warrants, the “2021 Warrants”), and (ii) 416,666 Series A Warrants and 416,666 Series B Warrants, each pursuant to the underwriter’s full exercise of their overallotment option with respect to such warrants.
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Each Series A Warrant entitles the registered holder to purchase one share of our common stock at an exercise price of $4.50 per share. Each Series B Warrant entitles the registered holder thereof to purchase one-half of a share of our common stock at an exercise price of $5.85 per whole share. The 2021 Warrants have a term of 5 years.
The Series A and Series B Warrant holders are obligated to pay the exercise price in cash upon exercise of the 2021 Warrants unless we fail to maintain a current prospectus relating to the common stock issuable upon the exercise of the 2021 Warrants (in which case, the 2021 Warrants may only be exercised via a “cashless” exercise provision).
On April 13, 2022, pursuant to Securities Act registration exemptions under Regulation S and/or Section 4(a)(2) of the Securities Act, the Company recognizedsold 2022 Units, with each 2022 Unit consisting of (a) one share of our common stock option expensesand (b) one 2022 Warrant. Each 2022 Warrant entitles the holder to purchase one share of $33,736our common stock at an exercise price of $ per share. The 2022 Warrants have a term of 5 years. Holders may exercise their 2022 Warrants on a “cashless” basis pursuant to a formula set forth in the form of 2022 Warrant.
The following table summarizes warrant activity for the nine months ended June 30, 2016.
SCHEDULE OF WARRANT ACTIVITY
| Number of Shares Issuable Upon Exercise of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at September 30, 2021 | 4,831,915 | $ | 4.98 | $ | - | |||||||||||
| Issued | 884,778 | 2.00 | ||||||||||||||
| Exercised | (384,447 | ) | 4.51 | |||||||||||||
| Expired | - | - | ||||||||||||||
| Outstanding at June 30, 2022 | 5,332,246 | $ | 4.52 | - | ||||||||||||
| Exercisable at June 30, 2022 | 5,332,246 | $ | 4.52 | $ | - | |||||||||||
In the status of the Company's nonvested shares as ofnine months ended June 30, 2017, is presented below:
8. SUBSEQUENT EVENTS
Termination of Equity Distribution Agreement
On August 5, 2022, we terminated our Equity Distribution Agreement with the Agent. See Note 6—Issuance of Equity Securities for additional information regarding the Equity Distribution Agreement. Prior to termination, we issued and sold shares of our common stock under the Equity Distribution Agreement, raising net proceeds of $95,256.
August 2022 Underwritten Public Offering
On August 10, 2022, we completed an underwritten public offering (the “Offering”) of shares of our common stock, pursuant to an Underwriting Agreement dated as of August 7, 2022 and a consultant as provided in their consulting agreement.prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248531). The aggregate gross proceeds from the Offering were approximately $3.4 million. We received proceeds of approximately $3.2 million, after deducting underwriting discounts and before deducting Offering costs payable by us.
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Item 2. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are a specialty coffee company and, we believe, a leading co-packer of operation provides informationsingle serve pour over coffee in the United States, as well as a preeminent co-packer of coffee brew bags, which management believes is relevantalso referred to an assessmentas tea-bag style coffee. In addition to our portfolio of innovative single serve pour over and understandingcoffee brew bag coffee products, we have recently expanded our product portfolio to offer a third type of single serve coffee format, DRIPKIT pour over products, as a result of our resultsacquisition of substantially all of the assets of Dripkit, Inc. (“Dripkit”) in February 2022, as further described below. Our new, premium DRIPKIT pour over format features a large-size single serve pour over pack that sits on top of the cup and delivers in our view a barista-quality coffee experience to coffee drinkers in the United States. Our mission is to leverage our position as a co-packer at the forefront of the North American single serve coffee market to revolutionize the way single serve coffee is enjoyed in the United States. While the United States is our core market, we also have manufacturing and sales operations in Korea and financial condition. The discussion should be read along witha joint venture in Latin America.
We believe we are the only commercial-scale producer that has the dual capacity to pack both single serve pour over coffee and coffee brew bag coffee within the North American market. We intend to leverage our financial statementsposition to become the commercial coffee manufacturer of choice and notes thereto. This section includes aaim to become the preeminent leader for coffee companies seeking to enter into and grow within the single serve coffee market in North America. We are paid per-package based on the number of forward-looking statementssingle serve coffee products produced by us. Accordingly, we consider our business model to be a form of tolling arrangement, as we receive a fee for almost every single serve coffee product our co-packing customers sell in the North American and Korean markets. While we financially benefit from the success of our co-packing customers through the sales of their respective single serve coffee products, we believe we are also able to avoid the risks associated with owning and managing the product and its related inventory.
We have also developed and sell NuZee branded single serve coffee products, including our flagship Coffee Blenders line of both single serve pour over coffee and coffee brew bag, or tea-bag style, coffee, which we believe offers consumers some of the best coffee available in a single serve application in the world. We offer DRIPKIT pour over packs direct to consumers through our website, wholesale business-to-business to hospitality customers, and co-pack for coffee roasters.
We may also consider co-packaging other products that reflectare complementary to our current viewsproduct offerings and provide us with respecta deeper access to our customers. In addition, we are continually exploring potential strategic partnerships, co-ventures, and mergers, acquisitions, or other transactions with existing and future eventsbusiness partners to generate additional business, drive growth, reduce manufacturing costs, expand our product portfolio, enter into new markets, and financial performance. Forward-looking statementsfurther penetrate the markets in which we currently operate. Our goal is to continue to expand our product portfolio to raise our visibility, consumer awareness and brand profile.
Since 2016, we have been primarily focused on single serve pour over coffee production. Over this time, we have developed expertise in the operation of our sophisticated packing equipment and the related production of our single serve pour over coffee products at our manufacturing facilities. We have also expanded our co-packing expertise to coffee brew bag coffee products, which we believe are often identifiedgaining traction in the United States, as well as our DRIPKIT pour over products, which is our innovative new product offering that we believe has significant growth potential.
Operational Capacity and Recent Developments
We currently lease manufacturing facilities in Vista, California and Seoul, Korea to produce our single serve pour over or coffee brew bag coffee products. In November 2021, we entered into a new lease in Seoul, Korea for a larger office and manufacturing space. In addition, we have recently expanded our office and manufacturing space in Vista, California by words likeapproximately 2,000 square feet and also extended our current lease through March 2025 and our sub-leased property through January 2023.
As a result of our capital investments since 2015, including our acquisition of packing equipment from manufacturers whom we believe expect, estimate, anticipate,are the global leaders for supplying such machines, we presently have the annual capacity to produce up to 150 million single serve coffee products (pour over or coffee brew bags) at our two manufacturing facilities, which we believe is sufficient to meet our current and anticipated manufacturing requirements. In addition, in May 2022 we announced a new partnership pursuant to which a manufacturing partner in Knoxville, Tennessee has agreed to provide us with additional manufacturing, coffee roasting and co-packing capabilities, and facilitate distribution efforts to the Eastern United States. In connection with the foregoing operational developments and following our strategic analysis of our current and anticipated facility requirements, we have determined to transition our manufacturing operations away from the facility we previously operated in Plano, Texas. However, we intend projectto retain our executive office and similar expressions, or words which,administrative operations in Plano, Texas.
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Dripkit Transaction
On February 25, 2022 (the “Closing Date”), the Company acquired substantially all of the assets and certain specified liabilities of Dripkit (the “Acquisition”) pursuant to the Asset Purchase Agreement, dated as of February 21, 2022 (the “Asset Purchase Agreement”), by their nature, referand among the Company, Dripkit, and Dripkit’s existing investors (the “Stock Recipients”) who executed joinders to future events. You should not place undue certainty on these forward- looking statements. These forward-looking statements arethe Asset Purchase Agreement as of the Closing Date. Pursuant to the terms of the Asset Purchase Agreement, the aggregate purchase price paid by the Company for the Acquisition was $860,000, plus the assumption of certain assumed liabilities, subject to certain risk sadjustments and uncertainties that could cause actual results to differ materially from our predictions.
On the Company's growth plans include continuing efforts to:
On May 2, 2022, pursuant to the terms of the Asset Purchase Agreement, the Bulk Sales Holdback Amount was used to satisfy sales and use taxes owed by Dripkit to the State of New York as of the Closing Date. Pursuant to the terms of the Asset Purchase Agreement, the amounts remaining after offsetting the cost of these sales and use taxes were distributed as follows: (i) $39,237 was distributed to Dripkit on May 9, 2022, in connection with the benefitsCash Bulk Sales Holdback Amount, and (ii) 18,475 shares of common stock were issued to the Stock Recipients on April 25, 2022, in connection with the Stock Bulk Sales Holdback Amount.
For additional information regarding the Acquisition and the Asset Purchase Agreement, see Note 4—Business Combinations to the Unaudited Consolidated Financial Statements.
Dripkit operates as a new Dripkit Coffee business division that is wholly owned by NuZee, Inc.
Impact of the COVID-19 Pandemic
The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In the nine months ended June 30, 2022, as a result of the COVID-19 pandemic and responses to the outbreak, certain of our productcustomers slowed or delayed purchases of our co-packing services or single serve coffee products, and we also believe that potential sales of our single serve coffee products to new or potential customers in the hospitality industry were adversely impacted. We have also experienced delays in the submission and approval of custom artwork and packaging as well as the proper usage and applications. Another benefitshipment to us of attending trade shows is that there are a lot of the same companies/buyers at each coffee event – The more these buyers see our face and the product, the more likely they are to trust and do business with us. We are able to create relationships through the shows and networking events, many of these relationships have turned into business opportunities.
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Geographic Concentration
Our operations are primarily split between two geographic areas: North America and available capital.
For the three months ended June 30, 2017,2022, net revenues attributable to our realized revenueoperations in North America totaled $268,262. Compared with$630,496 compared to $419,648 of net revenues attributable to our operations in North America for the same time periodthree months ended June 30, 2021. For the nine months ended June 30, 2022, net revenues attributable to our operations in 2016,North America totaled $2,031,781 compared to $1,077,986 of net revenues attributable to our revenue increased almost 2 times by sellingoperations in North America for the nine months ended June 30, 2021. Additionally, as of June 30, 2022, $400,842 of our productsproperty and equipment, net was attributable to various retailers, wholesalers and distributors. Our realized total revenues include $169,540 from NuZee Japan, which is a subsidiary we acquired in October 2016. There are around $99,000 revenue decrease compare with the same period last year since two big orders last year from one customer did not reoccur this year although there are other new customers submitted orders.
For the three months ended June 30, 2017, we earned a total gross profit2022, net revenues attributable to our operations in Asia totaled $143,523 compared to $90,383 of $65,186 from salesnet revenues attributable to our operations in Asia during the three months ended June 30, 2021. For the nine months ended June 30, 2022, net revenues attributable to our operations in Asia totaled $476,564 compared to $364,097 of net revenues attributable to our operations in Asia during the nine months ended June 30, 2021. Additionally, as of June 30, 2022, $211,454 of our products,property and equipment, net was attributable to our Asian operations, compared to $156,058 attributable to our Asian operations as of September 30, 2021.
Results of Operations
Our results of operations for the three and nine months ended June 30, 2022 includes the operations of Dripkit for the period from February 25, 2022, the date of the Acquisition, to June 30, 2022. The Acquisition of Dripkit did not contribute to the periods prior to its acquisition in our financial statements, which includes $59,180 from NuZee Japan. The gross profit earned during same periodtherefore impacts comparisons to 2021 for our results of 2016operations in the discussion that follows.
Comparison of three months ended June 30, 2022 and 2021:
Revenue
| Three months ended June 30, | Change | |||||||||||||||
| 2022 | 2021 | Dollars | % | |||||||||||||
| Revenue | $ | 774,019 | $ | 510,032 | $ | 263,987 | 52 | % | ||||||||
For the three months ended June 30, 2022, our revenue increased by $263,987, or approximately 52%, compared with the three months ended June 30, 2021. This increase was $63,723. The margin rate went down from 47%primarily related to increased co-packing revenue to existing and new customers. In the same period lastthird and fourth quarters of fiscal year to 24%2021, we expanded our U.S. sales and support operations, which resulted in increased orders and increased co-packing opportunities in the three months ended June 30, 2016. This big decrease in the2022.
Cost of sales and gross margin rate was mainly caused by cost of goods sold change. Compare with last year, NuZee,inc increased production in-house this year which increase the cost of goods sold, especially including depreciation, utilities and other overhead cost. However, the margin rate raised 11% from the three months ended March 31, 2017 due to the efficient cost control.
| Three months ended | ||||||||||||||||
| June 30, | Change | |||||||||||||||
| 2022 | 2021 | Dollars | % | |||||||||||||
| Cost of sales | $ | 857,672 | $ | 413,446 | $ | 444,226 | 107 | % | ||||||||
| Gross profit (loss) | (83,653 | ) | $ | 96,586 | $ | (180,239 | ) | (187 | )% | |||||||
| Gross profit (loss) % | (11 | )% | 19 | % | ||||||||||||
For the three months ended June 30, 2017,2022, we generated a total gross loss of ($83,653) from sales of our Company's operating expenses totaled $437,176 which almostproducts and co-packing services, compared to a total gross profit of $96,586 for the same with same period last year. Of those expenses, $105,316 were from NuZee Japan, which accounts for one quarter of total expenses. Expenses primarily came from outside professional services, cost of employees and sales & marketing expenses. We incurred $102,651 in expenses for professional services which is mainly associated with legal and accounting services as well as other related costs associated with public company operation. There were total $160,441 payroll related expenses accrued during three months ended June 30, 2017, which2021. The gross margin rate was (11%) for the three months ended June 30, 2022, and 19% for the three months ended June 30, 2021. This decrease in gross profit was driven primarily by increased from $100,311materials and labor costs as compared to the same period lastin the prior year. This increase was primarily caused by increasing scale of the company. Among the $84,633 sales and marketing expenses, almost 89% came from advertising of our products with new customers as well as attending tradeshows for exploring more business opportunities.
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Operating Expenses
| Three months ended | ||||||||||||||||
| June 30, | Change | |||||||||||||||
| 2022 | 2021 | Dollars | % | |||||||||||||
| Operating Expenses | $ | 2,546,608 | $ | 3,165,840 | $ | (619,232 | ) | (20 | )% | |||||||
For the three months ended June 30, 2017, we generated net losses of $367,009. This loss was attributed to $437,176 in operating expenses. Among them, NuZee Japan generated net losses of $38,309 and2022, the Company’s operating expenses of $46,136. Compared with quarter ended March 31, 2017, total net loss decreased $18,283 sincetotaled $2,546,608 compared to $3,165,840 for the Company expensed less money on professional services. Compared with same period ended June 30, 2016, the overall net loss increased by $42,189 and operating expense increased by $38,788. Most of this increase is caused by the new NuZee Japan.
Net Loss
| Three months ended | ||||||||||||||||
| June 30, | Change | |||||||||||||||
| 2022 | 2021 | Dollars | % | |||||||||||||
| Net Loss | $ | 2,633,892 | $ | 3,067,042 | $ | (433,150 | ) | (14 | )% | |||||||
For the three months ended June 30, 2016
Comparison of nine months ended June 30, 2022 and 2021:
Revenue
| Nine months ended June 30, | Change | |||||||||||||||
| 2022 | 2021 | Dollars | % | |||||||||||||
| Revenue | $ | 2,508,345 | $ | 1,442,083 | $ | 1,066,262 | 74 | % | ||||||||
For the nine months ended June 30, 2017, our realized revenue totaled $1,222,096. Compared with the same time period in 2016,2022, our revenue increased more than 5 times. Our realized total revenues include $742,081 from NuZee Japan.
Cost of the Asian market, which include but not limited to post officesales and hotels.
| Nine months ended | ||||||||||||||||
| June 30, | Change | |||||||||||||||
| 2022 | 2021 | Dollars | % | |||||||||||||
| Cost of sales | $ | 2,575,646 | $ | 1,352,843 | $ | 1,222,803 | 90 | % | ||||||||
| Gross profit (loss) | (67,301 | ) | $ | 89,240 | $ | (156,541 | ) | (175 | )% | |||||||
| Gross profit (loss)% | (3 | )% | 6 | % | ||||||||||||
For the nine months ended June 30, 2017,2022, we earnedgenerated a total gross loss of ($67,301), from sales of our products and co-packing services, compared to a total gross profit of $276,560 from sales of our products, which includes $185,249 from NuZee Japan. The gross profit earned during same period of 2016 was $99,797. There are around 86% increase within one year. The margin rate went down from 43%$89,240 for the nine months ended June 30, 2016 to 23%2021. The gross margin rate was (3%) for the nine months ended June 30. 2017.30, 2022, and 6% for the nine months ended June 30, 2021. This decrease in gross profit was driven primarily caused by increase of cost of goods sold. Different from last year, most of productions are in-house this year which increaseincreased materials and labor costs as compared to the cost of goods sold such as depreciation, utilities and other overhead cost.same period in the prior year.
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Operating Expenses
| Nine months ended | ||||||||||||||||
| June 30, | Change | |||||||||||||||
| 2022 | 2021 | Dollars | % | |||||||||||||
| Operating Expenses | $ | 8,554,276 | $ | 15,103,252 | $ | (6,548,976 | ) | (43 | )% | |||||||
For the nine months ended June 30, 2017, our Company's2022, the Company’s operating expenses totaled $1,359,384. Of those expenses, $310,680 were expenses from NuZee Japan. Expenses primarily came from sales and marketing, outside professional services, cost of employees and office expenses. We incurred $182,832 in expenses for marketing and sales$8,554,276 compared to expand our brand awareness both in the US and Asian markets.
Net Loss
| Nine months ended | ||||||||||||||||
| June 30, | Change | |||||||||||||||
| 2022 | 2021 | Dollars | % | |||||||||||||
| Net Loss | $ | 8,661,792 | $ | 15,048,722 | $ | (6,386,930 | ) | (42 | )% | |||||||
For the nine months ended June 30, 2022, we generated a net loss of $8,661,792 versus $15,048,722 for the nine months ended June 30, 2021. This decrease in net loss is primarily attributable to lower stock-based compensation expense, impairment charges and professional services costs, offset by an increase in operating expenses associated with greater staffing levels, marketing activities and administrative costs.
Liquidity and Capital Resources
Since our inception in 2011, we have incurred significant losses, and as of June 30, 2022, we had an accumulated deficit of approximately $61.5 million. We have not yet achieved profitability and anticipate that we will continue to incur significant sales and marketing expenses prior to recording sufficient revenue from our operations to offset these expenses. In the United States, we expect to incur additional losses because of the costs associated with operating as an exchange-listed public company. We are unable to predict the extent of any future losses or when we will become profitable, if at all.
To date, we have funded our operations primarily with proceeds from registered public offerings and private placements of shares of our common stock. Our principal use of cash is to fund our operations, which includes the commercialization of our single serve coffee products, the continuation of efforts to improve our products, administrative support of our operations and other working capital requirements.
As of June 30, 2022, we had a cash balance of $7,523,099. We believe that our cash and cash equivalents will be sufficient to fund our planned operations and capital expenditure requirements for at least twelve months from August 11, 2022. This evaluation is based on relevant conditions and events that are currently known or reasonably knowable. As a result, we could deplete our available capital resources sooner than we currently expect, and a reduction in consumer demand for, or revenues from the sale of, our single serve coffee products could further constrain our cash resources. We have based these estimates on assumptions that may prove to be wrong, and our operating projections, including our projected revenues from sales of our single serve coffee products, may change as a result of many factors currently unknown to us.
On April 13, 2022, pursuant to Securities Act registration exemptions under Regulation S and/or Section 4(a)(2) of the Securities Act, we sold 884,778 units (the “2022 Units”), at a price of $2.00 per 2022 Unit for aggregate net proceeds of approximately $1.65 million, with each 2022 Unit consisting of (a) one share of our common stock and (b) one warrant (each, a “2022 Warrant” and collectively, the “2022 Warrants”) to purchase one whole share of our common stock with an initial exercise price of $2.00 per share. For additional information regarding the 2022 Warrants, see Note 7— Stock Options and Warrants to the Unaudited Consolidated Financial Statements.
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On August 5, 2022, we terminated our Equity Distribution Agreement, dated December 28, 2021 (the “Equity Distribution Agreement”), with Maxim Group LLC, as agent (the “Agent”), pursuant to which we could from time to time offer and sell up to an aggregate of $20.0 million of shares of our common stock, subject to any applicable limits when using Form S-3, through the Agent in “at-the-market-offerings” (the “ATM Program”), as defined in Rule 415 under the Securities Act. Prior to termination, we issued and sold 49,326 shares of our common stock under the Equity Distribution Agreement, raising net proceeds of $95,256. We terminated the Equity Distribution Agreement because we do not intend to raise additional capital through the ATM Program.
On August 10, 2022, we completed an underwritten public offering (the “Offering”) of 4,200,000 shares of our common stock, pursuant to an Underwriting Agreement dated as of August 7, 2022 and a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248531). The aggregate gross proceeds from the Offering were approximately $3.4 million. We received proceeds of approximately $3.2 million, after deducting underwriting discounts and before deducting Offering costs payable by us.
In the future, we expect to seek to raise additional capital through public or private equity offerings. We also may receive additional funds upon the exercise for cash of outstanding warrants, if and when exercised for cash at the election of the warrant holders, including the Series A warrants (the “Series A Warrants”) and Series B warrants (the “Series B Warrants” and, collectively with the Series A Warrants, the “2021 Warrants”) that were sold by us in March 2021 in an underwritten registered public offering and the 2022 Warrants. For additional information regarding the 2021 Warrants, see Note 7—Stock Options and Warrants to the Unaudited Consolidated Financial Statements.
In the long term, we expect we will need to raise additional funds to support our operating activities, and such funding may not be available to us on acceptable terms, or at all. The timing and amount of funds that we will need to raise will depend on a number of factors, including our ability to generate a sufficient amount of revenues from the sale of our single serve coffee products to fund our business operations and the timing and amount of funds received upon the exercise for cash of outstanding warrants by the warrant holders. If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. Until we can generate a sufficient amount of revenue, we may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing may be dilutive to our stockholders.
Contractual Obligations
Our significant contractual cash requirements as of June 30, 2022, primarily include payments for operating and finance lease liabilities and principal and interest on loans. Additionally, we may incur purchase obligations in the amountordinary course of $1,098,675business that are enforceable and legally binding and enter into enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities to be purchased and fixed or estimated prices to be paid at the time of settlement. As of June 30, 2022, we had payments for lease and loan obligations of approximately $821,713, of which $219,439 are payable within 12 months as of June 30, 2022. We had no purchase obligations as of June 30, 2022.
Summary of Cash Flows
| Nine Months Ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash used in operating activities | $ | (5,677,298 | ) | $ | (5,204,587 | ) | ||
| Cash used in investing activities | $ | (627,593 | ) | $ | (141,445 | ) | ||
| Cash provided by financing activities | $ | 3,031,640 | $ | 13,654,118 | ) | |||
| Effect of foreign exchange on cash | $ | (19,604 | ) | $ | (2,374 | ) | ||
| Net change in cash | $ | (3,292,855 | ) | $ | 8,305,712 | |||
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Operating Activities
We used $5,677,298 and $5,204,587 of cash in operating activities during the nine months ended June 30, 2017, or a per share loss2022, and 2021, respectively, principally to fund our operations.
Investing Activities
We used $627,593 and $141,445 of $0.03, based on 31,539,132 weighted-average shares outstanding. This loss was attributed to $1,359,384cash in operating expenses. Among them, NuZee Japan generated net losses of $87,801 and operating expenses of $310,680. This compares to the net loss in the amount of $972,358investing activities during the nine months ended June 30, 2016, or a per share loss of $0.03, based on 30,582,013 weighted-average shares outstanding,
Financing Activities
Historically, we have funded our operations primarily through the issuance of our equity securities.
Cash provided by half since last quarter. Accounts receivable increased about 62%financing activities of $3,031,640 and inventories increased about 84% since September 30, 2016 also mainly because of this acquisition.
Exercise of Warrants
In the nine months ended June 30, 2022, we issued 384,447 shares of common stock related to exercises of 2021 Warrants, including 380,447 shares of common stock issued upon exercise of 380,447 Series A Warrants and 4,000 shares of common stock issued upon exercise of 8,000 Series B Warrants. In connection with such exercises, in the nine months ended June 30, 2022, we received aggregate net proceeds of $1,702,596. For additional information regarding the Series A Warrants and Series B Warrants, see Note 7—Stock Options and Warrants to the Unaudited Consolidated Financial Statements.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements that have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. US GAAP provides the framework from which to make these estimates, assumption and disclosures. We choose accounting policies within US GAAP that management believes are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. Management regularly assesses these policies in light of current and forecasted economic conditions. See Note 1—Basis of Presentation and Summary of Significant Accounting Policies of the Notes to the Unaudited Consolidated Financial Statements for a summary of our accounting policies.
Except as described below, there were no significant and material changes in our critical accounting policies and use of estimates during the three and nine months ended June 30, 2022, as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the SEC on December 22, 2021.
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Business Combinations
On February 25, 2022, we completed the acquisition of substantially all of the assets of Dripkit. Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired. We use our best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired at the acquisition date as well as the useful lives of those acquired intangible assets. Examples of critical estimates in valuing certain of the intangible assets and goodwill acquired include but are not limited to future (i) expected cash flows from acquired customer relationships and trademarks, (ii) attrition, (iii) revenues, (iv) royalty rate, (v) operating profit and (vi) discount rate.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Disclosure controls and procedures" as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the officer concluded that, as of the date of the evaluation, the Company's disclosure are controls and other procedures were not effectivethat are designed to provide reasonable assuranceensure that the information required to be disclosed in the Company'sour periodic filingsreports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of 1934the SEC, and that such information is accumulatedcollected and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
On February 25, 2022, we completed the acquisition of substantially all of the assets of Dripkit. We are in the process of integrating Dripkit’s processes and controls into our current state processes. Except for this integration of Dripkit into our overall internal control over financial reporting program, there were no changes in our internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
Item 1. Legal Proceedings
As previously disclosed, on November 23, 2021, Next Vision, Inc. (the “Consultant”) filed a complaint against the Company in the Superior Court of California, County of San Diego Central Division (Case No. 37-2021-00049557-CU-BC-CTL) (the “Complaint”). The Complaint alleges that the Company’s delay in issuing shares of the Company’s common stock (the “Shares”) to the Consultant after receiving due notice from the Consultant of its intent to exercise vested stock options to acquire 70,000 Shares, as initially granted in 2018 (or, as adjusted to account for the Company’s reverse stock split effected on November 12, 2019, vested stock options to acquire 23,334 Shares) (the “Options”), which had previously been issued to the Consultant as compensation for consulting services provided in 2018, breached express and implied contractual obligations to the Consultant and resulted in the Company reporting an overstated amount of income on the IRS Form 1099-B that was issued to the Consultant for U.S. federal tax purposes. In addition, the designComplaint alleges that the 23,334 Shares issued to the Consultant upon exercise of the Options improperly contained a control system mustsix-month restriction on resale and that such restriction prevented the Consultant from selling the Shares at the desired time. The Complaint seeks equitable relief requiring the Company to issue an IRS Form 1099-NEC to reflect the fact that there are resource constraints,correct amount of compensation. The Complaint also seeks compensatory damages, including to recover for alleged lost profits due to the alleged improper six-month restriction on resale for the Shares, as well as punitive damages, costs of suit, attorney’s fees, and interest.
As previously disclosed, on January 20, 2022, the Company filed its general denial and answer in which it raised affirmative defenses and disputed the claims contained in the Complaint.
On July 1, 2022, the Court set a trial date for August 11, 2023 and ordered the Company and the benefits of controls must be considered relativeConsultant to their costs. Because ofmediate prior to October 28, 2022.
We believe the inherent limitationsallegations set forth in all control systems, no evaluation of controls can provide absolute assurance that all control issuesthe Complaint are without merit and instances of fraud, if any, within a company have been detected. These inherent limitations includeintend to defend vigorously against the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented byallegations. However, the individual acts of some persons, by collusion of two or more people or by management override ofCompany is not able to predict the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events,outcome, and there can beis no assurance that the Company will be successful in its defense.
From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business. The results of any design will succeed in achieving its stated goals under all potential future conditions. Becauselitigation cannot be predicted with certainty, and regardless of these inherent limitations in a cost-effective control system, misstatements Due to error or fraud may occurthe outcome, litigation can have an adverse impact on us because of defense and not be detected.
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on December 22, 2021, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes to our risk factors from those disclosed in our Annual Report on Form 10-K filed with the SEC on December 29, 2016
In the quarter ended June 30, 2022, we sold 210,000issued the following securities that were not registered under the Securities Act:
| ● | Pursuant to the terms of the Asset Purchase Agreement, 18,475 shares of common stock were issued to the Stock Recipients on April 25, 2022 in connection with the Stock Bulk Sales Holdback Amount. See Note 4—Business Combinations for additional information regarding the Stock Bulk Sales Holdback Amount and the Asset Purchase Agreement. Each Stock Recipient was an accredited investor (as that term is defined in Regulation D under the Securities Act). |
In issuing shares of our common stock to three individual investors at a price of $0.51 per share for total proceeds of $107,100, which will be used for general business operations.
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* Filed herewith
** Furnished herewith. Pursuant
*** The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
+ Certain schedules to Rule 406Tthis agreement have been omitted pursuant to Item 601 of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or partS-K. A copy of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 ofomitted schedule will be furnished supplementally to the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: | August | NUZEE, INC. | ||
| By: | /s/ Masateru Higashida | |||
| Masateru Higashida, Chief Executive Officer and President (Principal Executive Officer), Secretary, Treasurer, and Director | ||||
| By: | /s/ Patrick Shearer | |||
| Patrick Shearer, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||
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