Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934~~(Amendment~~ (Amendment No. _)

I am pleased to invite you to attend the 2019 Annual Meeting of Stockholders of NuZee, Inc. The Annual Meeting is to be held on Tuesday, October 22, 2019, at 9:00 a.m., Pacific time, at the NuZee, Inc. corporate headquarters located at 2865 Scott Street, Suite 107, Vista, California 92081.

We encourage you to indicate your voting preferences as soon as possible as described in the enclosed proxy statement if you do not plan to attend the Annual Meeting. Details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2019 Annual Meeting and Proxy Statement.

Your vote is important, so please act at your first opportunity. Whether or not you plan to attend the Annual Meeting, I hope you will indicate your voting preferences as soon as possible. You may vote by proxy or in person at the Annual Meeting. Please review the instructions in the Proxy Statement and on the proxy card regarding your voting options.

~~Thank you for your ongoing support of, and continued interest in, NuZee, Inc.~~

You are cordially invited to attend the ~~2019 Annual~~Special Meeting of Stockholders (the ~~“Annual~~“Special Meeting”) of NuZee, Inc., a Nevada corporation (the “Company”), to be held virtually via live webcast at 9:www.virtualshareholdermeeting.com/NUZE2022SM at 5:00 ~~a.m.~~p.m., ~~Pacific time,~~Eastern Time, on ~~October 22, 2019, at the Company’s offices at 2865 Scott Street, Suite 107, Vista, California 92081~~December 9, 2022, in order to:

2.Approve an amendment to the Company’s Articles of Incorporation, and authorize the Company’s Board of Directors (the “Board”), in each case to effect a reverse stock split of the Company’s issued and outstanding Common Stock, par value $0.00001 per share, within a range from 1-for-3 to 1-for-5, with the exact ratio of the reverse stock split to be determined by the Board;

4.Select, on a non-binding advisory basis, the frequency (one year, two years or three years) with which we solicit future non-binding advisory votes on the compensation paid to our named executive officers;

5.~~Hold a non-binding advisory vote on the compensation paid to our named executive officers;~~

6.~~Ratify the appointment of MaloneBailey LLP, as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020; and~~

7.~~Transact such other business as may properly come before the Annual Meeting.~~

The board of directors of the Company (the “Board”) has fixed the close of business on ~~September 27, 2019~~November 2, 2022 as the record date for determining the stockholders of the Company entitled to notice of, and to vote at, the ~~Annual~~Special Meeting or any adjournment or postponements thereof. Please review in detail the proxy statement for a more complete statement of matters to be considered at the ~~Annual~~Special Meeting.

The Special Meeting will be held entirely online in a virtual meeting format only, with no physical in-person meeting, to allow greater participation. Stockholders attending the Special Meeting virtually will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate in the Special Meeting, where you will be able to listen to the meeting live, submit questions and vote. Stockholders may participate in the Special Meeting by visiting the following website: www.virtualshareholdermeeting.com/NUZE2022SM. To participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. We recommend that you log in a few minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

Your vote is very important to us regardless of the number of shares you own. Whether or not you are able to virtually attend the ~~Annual~~Special Meeting, ~~in person,~~ please read the proxy statement and promptly vote your proxy via the internet, by telephone or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy card in order to assure representation of your shares at the ~~Annual~~Special Meeting. Granting a proxy will not limit your right to vote ~~in person~~ if you wish to virtually attend the ~~Annual~~Special Meeting and vote ~~in person.~~online during the Special Meeting.

This proxy statement and the accompanying form of proxy are being furnished to the stockholders of NuZee, Inc., a Nevada corporation (the “Company”, “we”, “us”, or “our”), on or about [•[●], ~~2019,~~2022, in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”)of the Company for use at the ~~2019 Annual~~Special Meeting of Stockholders (the ~~“Annual~~“Special Meeting”) to be held virtually via live webcast at www.virtualshareholdermeeting.com/NUZE2022SM at 5:00 p.m., Eastern Time, on ~~October 22, 2019 at 9:00 a.m., Pacific time, at the offices of the Company, 2865 Scott Street, Suite 107, Vista, California 92081,~~December 9, 2022, and any adjournment or postponements thereof. ~~Your shares can be voted at the Annual~~

The Special Meeting ~~only if you vote by proxy or if you are present and vote in person. Even if you expect to attend the Annual Meeting, please vote by proxy to assure that your shares~~ will be ~~represented.~~ held entirely online to allow greater participation. Stockholders may participate in the Special Meeting by visiting the following website: www.virtualshareholdermeeting.com/NUZE2022SM. To participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

The cost of soliciting proxies will be borne by the Company. Following the mailing of this proxy statement, the Company may conduct further solicitations personally, telephonically or by facsimile through its officers, directors and employees, none of whom will receive additional compensation for assisting with any such solicitations. The Company does not intend to retain a proxy solicitor in connection with the ~~Annual~~Special Meeting. Brokerage houses, nominees, custodians and fiduciaries will be requested to forward soliciting material to beneficial owners of stock held of record by them, and the Company, upon request, will reimburse such persons for their reasonable out-of-pocket expenses in doing so.

Only holders of record of outstanding shares of the ~~Common Stock,~~Company’s common stock, par value $0.00001 per share, (“Common Stock”) of the Company at the close of business on ~~September 27, 2019,~~November 2, 2022 (the “record date”), are entitled to notice of, and to vote at, the ~~Annual~~Special Meeting or any adjournment or postponements thereof. Each holder of Common Stock is entitled to one vote for each share of Common Stock held on the record date. There were [•[●] shares of Common Stock outstanding and entitled to vote on ~~September 27, 2019.~~November 2, 2022. If you plan to attend the Special Meeting online, please see the instructions below.

How do I attend, participate in, and ask questions during the virtual Special Meeting?

The Company will be hosting the Special Meeting via live webcast only. All stockholders as of the record date ~~or their duly appointed proxies,~~ may attend the ~~Annual Meeting. Please note that~~Special Meeting live online at www.virtualshareholdermeeting.com/NUZE2022SM. The Special Meeting will start at 5:00 p.m., Eastern Time, on Friday, December 9, 2022. Stockholders attending the Special Meeting virtually will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

In order to enter the Special Meeting, you will need the control number, which is included on your proxy card if you are a ~~beneficial owner holding~~stockholder of record, or included with your voting instruction card and voting instructions received from your broker, bank or other agent if you hold your shares in “street ~~name” (that is, through~~name.” Instructions on how to attend and participate online are available at www.virtualshareholdermeeting.com/NUZE2022SM. We recommend that you log in a ~~bank, brokerage house, custodian or other holder~~few minutes before the scheduled start time to ensure you are logged in when the Special Meeting starts. The webcast will open 15 minutes before the start of ~~record),~~the Special Meeting.

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will ~~need~~also find posted our rules of conduct for the Special Meeting when you log in prior to ~~present~~its start. These rules of conduct will include the ~~election inspectors~~following guidelines:

If you encounter any difficulties accessing the virtual Special Meeting during login or in the course of the meeting, please contact the phone number found on the login page at www.virtualshareholdermeeting.com/NUZE2022SM.

Only stockholders of ~~a brokerage statement reflecting your stock ownership as~~our Common Stock at the close of business on the record date will be entitled to vote at the Special Meeting. On the record date, there were [●] shares of Common Stock outstanding and entitled to vote.

If, on the record date, your shares of Common Stock were registered directly in your name with our transfer agent, V Stock Transfer, LLC, then you are a ~~legal~~stockholder of record. As a stockholder of record, you may vote (i) through the internet before or at the Special Meeting, using the instructions on the proxy card and those posted at www.virtualshareholdermeeting.com/NUZE2022SM; (ii) by telephone from ~~such~~the United States, using the number on the proxy card; or (iii) by completing and returning the enclosed printed proxy card. Whether or not you plan to virtually attend the Special Meeting, we urge you to vote your shares by proxy in advance of the Special Meeting electronically through the internet, by telephone or by completing and returning the enclosed printed proxy card. To help us keep our costs low, please vote through the internet, if possible.

If, on the record date, your shares of Common Stock were held, not in your name, but rather in an account at a brokerage firm, bank ~~brokerage house, custodian~~ or other ~~holder~~similar organization, then you are the beneficial owner of ~~record.~~ shares held in “street name”. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker (or bank or other nominee) regarding how to vote the shares in your account. You may so instruct your broker (or bank or other nominee) through the internet or by telephone as described in the applicable instructions your broker has provided with these proxy materials. You may also vote by completing the voting instruction card your broker provides to you. To help us keep our costs low, please vote through the internet, if possible. As a beneficial owner, you are also invited to virtually attend the Special Meeting at www.virtualshareholdermeeting.com/NUZE2022SM by entering the 16-digit control number provided by your broker (or bank or other nominee) and vote your shares of Common Stock online during the Special Meeting.

Any stockholder of record who executes and delivers a proxy may revoke it at any time prior to its use by (i) giving written notice of revocation to the Secretary of the Company, (ii) executing and delivering a proxy bearing a later date, or (iii) ~~appearing at~~virtually attending the ~~Annual~~Special Meeting ~~giving notice of revocation~~and voting online during the Special Meeting. Simply attending the Special Meeting will not, by itself, revoke your proxy. Even if you plan to virtually attend the Special Meeting, we recommend that you also submit your proxy or voting instructions in advance of the ~~proxy and voting in person.~~ Special Meeting so that your vote will be counted if you later decide not to virtually attend the Special Meeting.

If you are a beneficial owner, you will need to revoke or resubmit your proxy through your ~~nominee~~broker (or bank or other nominee) and in accordance with its procedures.

Each of the recommendations of the Board is set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote “FOR” each of ~~Proposals 1, 2, 3, 5~~Proposal One, Proposal Two and ~~6, and “ONE YEAR” for~~ Proposal 4.Three. If you sign and return your proxy card but do not specify how you want your shares voted, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board.

The Board does not know of any other matters that may be brought before the ~~Annual Meeting nor does it foresee or have reason to believe that the proxy holders will have to vote for a substitute or alternate board nominee for director.~~Special Meeting. In the event that any other matter should properly come before the ~~Annual~~Special Meeting, ~~or any nominee for director is not available for election,~~ the proxy holders will vote as recommended by the Board or, if no recommendation is given, in accordance with their best judgment.

The presence, ~~in person~~by virtual attendance or by proxy, of the holders of shares of Common Stock entitled to vote at the ~~Annual~~Special Meeting representing a majority of the outstanding ~~votes~~shares of Common Stock entitled to ~~be cast~~vote is necessary to constitute a quorum at the ~~Annual~~Special Meeting. ~~Abstentions and~~For more information, see “What are the effects of broker “non-votes” will be counted as present in determining whether the quorum requirement is satisfied. A “non-vote” generally occurs when a nominee holding shares for a beneficial owner does not vote on a proposal because the nominee has not received instructions as to such proposal from the beneficial owner and does not have discretionary powers as to such proposal. These proposals are referred to as “non-routine” matters. The Company believes that all the proposals to be voted on at the Annual Meeting, except for Proposal 6 regarding the ratification of the appointment of MaloneBailey LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2020, are not “routine” matters. If you do not provide voting instructions to your broker or other nominee, your shares will not be voted or counted towards any of the proposals other than Proposal 6. If you hold shares in street name, it is therefore particularly important that you instruct your brokers on how you wish to vote your shares so that your vote can be counted. non-votes” below.

Proposal One ~~— Election of directors~~. Assuming that a quorum is present, the affirmative votes equal to at least a majority of the votes of Common Stock entitled to vote and present in person or by proxy at the Annual Meeting are required for the election of directors.

~~Proposal Two~~ — Amendment to the Company’s Articles of Incorporation to effect and authorize a reverse stock split of the Company’s issued and outstanding Common Stock, within a range from ~~1-for-3~~1-for-10 to ~~1-for-5,~~1-for-50, with the exact ratio of the reverse stock split to be determined by the Board.The affirmative vote from the holders of a majority of the outstanding shares of the Common Stock as of the record date for the ~~Annual~~Special Meeting ~~are~~is required to approve this proposal.

Proposal ~~Three~~Two — ~~Adoption~~Amendment to the Company’s Articles of Incorporation to reincorporate into the Company’s Articles of Incorporation the “Additional Articles,” which, due to a clerical error, were erroneously and inadvertently separated from the record at an indeterminable date after they were originally filed as part of the ~~NuZee, Inc. 2019 Equity Incentive Plan.~~Company’s Articles of Incorporation filed with the Nevada Secretary of State on July 15, 2011 (the “Separated Pages”). The affirmative ~~votes equal to at least~~vote from the holders of a majority of the ~~votes~~outstanding shares of the Common Stock ~~entitled~~as of the record date for the Special Meeting is required to ~~vote and present in person~~approve this proposal.

Proposal Three — Approval of one or ~~by proxy~~more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve any of the preceding proposals at the ~~Annual Meeting will be required for approval~~time of the ~~adoption~~Special Meeting, or in the absence of ~~the NuZee, Inc. 2019 Equity Incentive Plan.~~

~~Proposal Four — Non-binding Advisory Vote to select the frequency of future non-binding advisory votes on the compensation paid to our named executive officers.~~ Because this vote is advisory, it will not be binding upon the Board. However, the Board will consider the alternative receiving the greatest number of votes (i.e., one year, two years or three years) to be the frequency that stockholders recommend.

~~Proposal Five — Non-binding Advisory Vote on compensation paid to our named executive officers.~~a quorum. The affirmative ~~votes equal to at least~~vote from holders of a majority of the ~~votes of Common Stock entitled to vote and present in person or by proxy~~shares represented at the ~~Annual Meeting will be~~meeting is required ~~for approval of the advisory vote of the compensation of our named executive officers. Because~~to approve this vote is advisory, it will not be binding upon the Board. However, the compensation committee and the Board will take into account the outcome of the vote when considering future executive compensation arrangements.proposal.

~~Proposal Six — Ratification of the appointment of the Independent Registered Public Accounting Firm~~. The affirmative votes equal to at least a majority of the votes of Common Stock entitled to vote and present in person or by proxy at the Annual Meeting will be required for approval of the ratification of the appointment of MaloneBailey LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2020.

Other Matters. For each other matter, the proposal will be approved if affirmative votes equal to at least a majority of the votes of Common Stock entitled to vote and present ~~in person~~by virtual attendance or by proxy at the ~~Annual~~Special Meeting are cast in favor of the action.

A broker “non-vote” generally occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a proposal because the broker or other nominee has not received instructions as to such proposal from the beneficial owner and does not have discretionary powers as to such proposal. These proposals are referred to as “non-routine” matters. If you are a beneficial owner and do not provide your broker or other nominee with instructions on how to vote your street name shares, your broker or nominee will not be permitted to vote them on “non-routine” matters (a broker non-vote).

The Company believes ~~Proposals One, Two, Three, Four and Five~~that all of the proposals to be considered at the Special Meeting are ~~considered~~ non-routine matters under applicable rules. ~~Please note that brokers~~Accordingly, without your specific voting instructions, your brokerage firm may not vote your shares on ~~Proposals One, Two, Three, Four and Five~~any of the proposals to be considered at the Special Meeting. If you hold your shares in ~~the absence of~~street name, it is therefore particularly important that you instruct your ~~specific instructions as~~brokers on how you wish to ~~how to vote.~~vote your shares so that your vote can be counted. We encourage you to provide instructions to your broker regarding the voting of your shares.

Shares subject to a broker non-vote will have the effect of a vote against ~~Proposal~~each of Proposals One and Two. Shares subject to a broker non-vote will not be considered entitled to vote with respect to ~~Proposals One,~~Proposal Three ~~Four and Five~~ and will not affect ~~their~~its outcome.

The ratification of the appointment of MaloneBailey LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2020 (Proposal Six) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal Six. If a broker non-vote did exist with respect to Proposal Six, it would have the effect of a vote against such proposal.

Abstentions will have the effect of votes against all the ~~Proposals.~~ proposals.

The Articles of Incorporation of the Company provide that the Board shall consist of at least one and no more than thirteen directors, comprising only one class of directors, with the exact number being designated from time to time by resolution of the Board. Each director is elected for a term of one year or until his or her successor has been duly elected and qualified.

The number of members of our Board is currently one (1). However, the Board has passed a resolution expanding the size of the Board to five members and nominating five individuals to stand for election at the Annual Meeting. The Board has nominated Masateru Higashida, Kevin J. Conner, J. Chris Jones, Shanoop Kothari and Allen S. Morton to stand for election as directors at the Annual Meeting. Mr. Higashida currently serves as our sole director and will stand for re-election at the Annual Meeting. During 2019, the Board conducted a search and selected the individuals listed below from a review of many highly qualified candidates. If Messrs. Conner, Jones, Kothari and Morton are elected, and Mr. Higashida is re-elected, they will each serve a term expiring at the annual meeting of stockholders in 2020.

The Board has no reason to believe that any of its nominees will refuse or be unable to accept election. However, if any nominee is unable to accept election or if any other unforeseen contingencies should arise, the Board may designate a substitute nominee. If the Board designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board.

~~THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE LISTED NOMINEES.~~

~~The following table, together with the accompanying text, sets forth certain information with respect to our director and each of our nominees:~~

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL ~~ON AN ADVISORY BASIS,~~ OF ~~THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.~~one

~~PROPOSAL 6 – THE RATIFICATION OF THE APPOINTMENT OF MALONEBAILEY LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2020~~MANAGEMENT AND

The Board has appointed MaloneBailey LLP (“MaloneBailey”) as our independent registered certified public accounting firm for the fiscal year ending September 30, 2020 and has further directed that the selection of MaloneBailey be submitted to a vote of stockholders at the Annual Meeting for ratification.

As described below, the stockholder vote is not binding on the Board. If the appointment of MaloneBailey is not ratified, the Board will evaluate the basis for the stockholder vote when determining whether to continue the firm’s engagement, but may ultimately determine to continue the engagement of the firm or another audit firm without re-submitting the matter to stockholders. Even if the appointment of MaloneBailey is ratified, the Board may in its sole discretion terminate the engagement of the firm and direct the appointment of another independent auditor at any time during the year if it determines that such an appointment would be in the best interests of our Company and our stockholders.

~~Representatives of MaloneBailey are expected to attend the Annual Meeting by telephone, and will be available to respond to appropriate questions and, if they desire, to make a statement.~~

The following table sets forth, ~~a summary~~as of October 7, 2022, the beneficial ownership of our Common Stock by:

Except as otherwise indicated, all shares are owned directly, and the percentage shown is based on 23,668,017 shares of Common Stock issued and outstanding on October 7, 2022.

Except as otherwise indicated below, information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than five percent (5%) of Common Stock. We have determined beneficial ownership in accordance with the rules of the ~~fees paid~~SEC. These rules generally attribute beneficial ownership of securities to ~~MaloneBailey for professional services rendered~~persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our Common Stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within 60 days of October 7, 2022. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the ~~fiscal years ended September 30, 2018~~purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and ~~2017:~~

investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise indicated below, the address of each person listed in the table below is 1401 Capital Avenue, Suite B, Plano, Texas 75074.

~~Audit fees consist of fees billed for professional services rendered for the audit of our Company’s financial statements and review of our interim financial statements included~~The Company intends to hold a regular annual meeting in ~~quarterly reports and services that are normally provided by our auditors in connection with statutory and regulatory filings or engagements.~~

~~Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.~~

~~Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance~~2023 regardless of the ~~audit or review~~outcome of ~~our financial statements and are not reported under “Audit Fees”.~~

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF MALONEBAILEY LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2020.

In the ~~event of a negative stockholder vote on~~matters to be submitted at the ~~ratification of MaloneBailey as our independent registered public accounting firm, our Audit Committee will reconsider its selection.~~

Special Meeting. If any stockholder intends to present a proposal to be considered for inclusion in our proxy ~~material~~materials for the ~~2020~~2023 annual meeting of stockholders, the proposal must comply with the requirements of Rule 14a-8 of Regulation 14A of the Exchange Act and must behave been received by the Company ~~at least 120 days before the anniversary of the prior year’s proxy statement, or~~ no later than ~~May 30, 2020,~~September 29, 2022, unless the date of our ~~2020~~2023 annual meeting is changed by more than 30 days from ~~October 22, 2020,~~March 17, 2023, in which case, the proposal must be received a reasonable time before we begin to print and mail our proxy materials. If any stockholder intends to present a proposal to be considered for inclusion in our proxy materials for the 2024 annual meeting of stockholders, the proposal must be received by the Company no later than 120 calendar days prior to the date of our proxy statement released to stockholders in connection with the 2023 annual meeting, unless the date of our 2024 annual meeting is changed by more than 30 days from the meeting date, in which case, the proposal must be received a reasonable time before we begin to print and mail our proxy materials. All proposals must comply with the applicable requirements or conditions established by the SEC and the Company’s bylaws, which requires among other things, certain information to be provided in connection with the submission of stockholder proposals. All proposals must be directed to the Secretary of the Company at ~~2865 Scott Street,~~1401 Capital Avenue, Suite ~~107, Vista CA 92081.~~B, Plano, Texas 75074. The persons designated as proxies by the Company in connection with the ~~2020~~2023 annual meeting of ~~Stockholders~~stockholders will have discretionary voting authority with respect to any stockholder proposal for which the Company does not receive timely notice.

The Company knows of no other matters to be submitted at the ~~Annual~~Special Meeting. If any other matters properly come before the ~~Annual~~Special Meeting, the enclosed proxy card confers discretionary authority on the persons named in the enclosed proxy card to vote as they deem appropriate on such matters. It is theintention of the persons named in the enclosed proxy card to vote the shares in accordance with their best judgment.

The Company files Annual Reports on Form 10-K with the Securities and Exchange Commission. A copy of the Annual Report on Form 10-K for the fiscal year ended September 30, 2018 (except for certain exhibits thereto), including our audited financial statements and financial statement schedules, may be obtained, free of charge, upon written request by any stockholder to: NuZee, Inc. 2865 Scott Street, Suite 107, Vista CA 92081. Attention: Investor Relations. Copies of all exhibits to the Annual Report on Form 10-K are available upon a similar request, subject to reimbursing the Company for its expenses in supplying any exhibit.

~~NUZEE, INC.~~

~~2019 STOCK INCENTIVE PLAN~~

~~Effective September 19, 2019~~

~~Article 1.~~ ~~INTRODUCTION~~

~~Effective September~~19~~, 2019, the Board hereby adopts the Plan.~~

The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Directors and Consultants with exceptional qualifications and (c) linking Employees, Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares or Options (which may constitute incentive stock options or nonstatutory stock options).

~~Article 2.~~ ~~ADMINISTRATION.~~

2.1~~COMMITTEE COMPOSITION~~.The Plan shall be administered by the Committee. The Committee shall consist exclusively of two or more Directors of the Company, who shall be appointed by the Board. In addition, the composition of the Committee shall satisfy such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and any other Applicable Law.

The Board may also appoint one or more separate committees of the Board, each composed of one or more Directors of the Company who need not satisfy the foregoing requirements, who may administer the Plan with respect to Employees and Consultants who are not considered officers or Directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and Consultants and may determine all terms of such Awards.

2.2~~COMMITTEE RESPONSIBILITIES.~~The Committee shall (a) select the Service Providers who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee may amend or modify any outstanding Awards in any manner to the extent the Committee would have had the authority under the Plan initially to make such Awards as so amended or modified. The Committee’s determinations under the Plan shall be final and binding on all persons and will be given the maximum deference permitted under Applicable Law.

~~Article 3.~~ ~~SHARES AVAILABLE FOR GRANTS.~~

3.1~~BASIC LIMITATION~~. Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares, or shares reacquired by the Company. The number of shares stated in this Section 3.1 as available for the grant of Awards is subject to adjustment in accordance with Article 7. The aggregate number of ~~Shares available for Awards under~~shares that the ~~Plan~~Corporation will have authority to issue is ~~ten million (10,000,000).~~ Two Hundred Million (200,000,000) of which One Hundred Million (100,000,000) shares will be common stock, with a par value of $0.00001 per share, and One Hundred Million (100,000,000) shares will be preferred stock, with a par value of $0.00001 per share.

The

-1-

~~maximum number of Shares that~~Preferred Stock may be divided into and issued ~~upon~~in series. The Board of Directors of the ~~exercise of ISOs will equal~~Corporation is authorized to divide the aggregate Share number stated above, plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3.2.

3.2~~ADDITIONAL SHARES.~~ ~~Any~~authorized shares of ~~Common~~Preferred Stock ~~subject~~into one or more series, each of which shall be so designated as to ~~an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under~~distinguish the ~~Plan as ISOs or any type~~shares thereof from the shares of Award. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in paymentall other series and classes. The Board of ~~an Option, or (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation.The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements~~Directors of the ~~Plan.~~

Corporation is authorized, within any limitations prescribed by law and this Article, 4. ~~ELIGIBILITY.~~

4.1~~NONSTATUTORY STOCK OPTIONS AND RESTRICTED SHARES. Service Providers shall be eligible for~~to fix and determine the ~~grant of Restricted Shares. Only Service Providers of the Company or a Subsidiary shall be eligible for the grant of NQOs.~~

4.2~~INCENTIVE STOCK OPTIONS. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs.~~

~~Article 5.~~ ~~OPTIONS.~~

5.1~~STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee~~designations, rights, qualifications, preferences, limitations and ~~the Company. Such Option shall be subject to all applicable~~ terms of the ~~Plan and may be subject to~~shares of any ~~other terms that are~~series of Preferred Stock including but not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NQO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

5.2~~NUMBER OF SHARES. Each Stock Option Agreement shall specify the number of Shares subject~~limited to the ~~Option~~following:

	a)	The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

	b)	Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

	c)	The amount payable upon shares in the event of voluntary or involuntary liquidation;

	d)	Sinking fund or other provisions, if any, for the redemption or purchase of shares;

	e)	The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;

	f)	Voting powers, if any, provided that if any of the Preferred Stock or series thereof shall have voting rights, such Preferred Stock or series shall vote only on a share for share basis with the Common Stock on any matter, including but not limited to the election of directors, for which such Preferred Stock or series has such rights; and,

	g)	Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as the Board of Directors of the Corporation may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

The Corporation shall ~~provide~~not declare, pay or set apart for ~~the adjustment of such number in accordance with Article 7.~~

5.3~~EXERCISE PRICE~~. Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price shall in no event be less than 100% of the Fair Market Value of a Share on the date of grant. In the case of an ISO granted to a Participant who, at the time the ISO is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the ISO will be five (5) years from the date of grant or such shorter term as may be provided in the Stock Option Agreement.

5.4~~EXERCISABILITY AND TERM~~. Each Stock Option Agreement shall specify the date when the Option is to become exercisable. The term of each Option will be stated in the Stock Option Agreement; provided, however, that the term will be no more than ten (10) years from the date of grant thereof. In the case of an ISO granted to a Participant who, at the time the ISO is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all

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~~classes of stock of the Company or any Parent or Subsidiary, the term of the ISO will be five (5) years from the date of grant or such shorter term as may be provided in the Stock Option Agreement.~~

5.5~~LIMITATIONS~~. Each Option will be designated in the Stock Option Agreement as either an ISO or a NQO. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NQOs to the extent such treatment is not in violation of Section 409A. For purposes of this Section 5.5, ISOs will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.

5.6~~FORM OF CONSIDERATION~~. The Committee will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an ISO, the Committee will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided, further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Committee determines in its sole discretion; (4) consideration received by the Company under cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (5) by net exercise; (6) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Committee will consider if acceptance of such consideration may be reasonably expected to benefit the Company, and will only permit a form which would not.

5.7~~EXERCISE OF OPTION.~~

(a)~~Procedure for Exercise; Rights as a Stockholder~~. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Stock Option Agreement. An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Committee may specify from time to time) from the person entitled to exercise the Option; and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Stock Option Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Article 7 of the Plan.

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Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b)~~Termination of Relationship as a Service Provider~~. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability or as a result of termination for Cause, the Participant may exercise his or her Option within such period of time as is specified in the Stock Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Stock Option Agreement) to the extent that the Option is vested on the date of termination. In the absence of a specified time in the Stock Option Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Committee, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Committee, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(c)~~Termination for Cause~~. Except as explicitly provided otherwise in a Participant’s Stock Option Agreement, if a Participant ceases to be a Service Provider as a result of termination for Cause, the Option will terminate immediately upon such Participant’s termination as a Service Provider, and the Participant will be prohibited from exercising his or her Option from and after the date of such termination as a Service Provider. For the avoidance of doubt, notwithstanding any vesting schedule set forth in the Participant’s Stock Option Agreement, upon a Participant’s termination for Cause, all Options held by such Participant, vested and unvested, immediately will revert to the Plan.

(d)~~Disability of Participant~~. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Stock Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Stock Option Agreement) to the extent the Option is vested on the date of termination. In the absence of a specified time in the Stock Option Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Committee, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(e)~~Death of Participant~~. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Stock Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the~~Stock Option~~ Agreement) to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Committee. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the~~Stock Option~~ ~~Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s death. Unless~~

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otherwise provided by the Committee, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option immediately will revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

5.8~~EARLY EXERCISE OF OPTIONS~~. An Option may, but need not, include a provision whereby the Participant may elect at any time before the Participant ceases to be a Service Provider, to exercise the Option as to any part or all of the Shares subject to the Option prior to the full vesting of the Option. Subject to any repurchase limitation, any unvested Shares so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Committee determines to be appropriate.

~~Article 6.~~ ~~RESTRICTED SHARES.~~

6.1~~TIME, AMOUNT AND FORM OF AWARDS. Awards under the Plan may be granted in the form of Restricted Shares to Service Providers in such amounts as the Committee, in its sole discretion, will determine.~~

6.2~~STOCK AWARD AGREEMENT~~. Each Award of Restricted Shares will be evidenced by a Stock Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, will determine, including, without limitation, any price to be paid by the Participant for such Restricted Shares. Unless the Committee determines otherwise, the Company as escrow agent, will hold the Restricted Shares until the restrictions on such Shares have lapsed.

6.3~~VOTING AND DIVIDEND RIGHTS~~. Unless otherwise provided in the Stock Award Agreement, during the Period of Restriction, the holder of Restricted Shares awarded under the Plan shall have full voting, dividend and other rights provided with respect to the Shares. Without limitation, a Stock Award Agreement may require that the holders of Restricted Shares invest any cash dividends received in additional Restricted Shares (in which case such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid), or may defer payment of any dividends until vesting of the Award.

6.4~~TRANSFERABILITY~~. Except as provided in this Article 6 or as the Committee determines, Restricted Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

6.5~~OTHER RESTRICTIONS~~. The Committee, in its sole discretion, may impose such other restrictions on Restricted Shares as it may deem advisable or appropriate; provided however that restrictions and conditions applicable to Restricted Shares must be structured in a way that would cause such Restricted Shares to be exempt from Section 409A by virtue of such Restricted Shares being transferred under Section 83 of the Code.

6.6~~REMOVAL OF RESTRICTIONS~~. Except as otherwise provided in this Article 6, Shares of Common Stock covered by each Restricted Share grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Committee may determine. The Committee, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

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~~Article 7.~~ ~~ADJUSTMENTS; DISSOLUTION OR LIQUIDATION; MERGER OR CHANGE IN CONTROL~~

7.1~~ADJUSTMENTS. In the event that~~ any dividend or other distribution ~~(whether~~(unless payable solely in shares of Common Stock or other class of stock junior to the Preferred Stock as to dividends or upon liquidation) in respect of Common Stock, or other class of stock junior the Preferred Stock, nor shall it redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of Preferred Stock for the current period (and in the ~~form~~case of ~~cash, Shares, other securities,~~cumulative dividends, if any, payable to holder of Preferred Stock for the current period and in the case of cumulative dividends, if any, for all past periods) have been paid, are being paid or ~~other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities~~have been set aside for payments, in accordance with the terms of the ~~Company, or other change in~~Preferred Stock, as fixed by the ~~corporate structure~~Board of the Company affecting the Shares occurs, the Committee, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award and the numerical Share limits in Article 3 of the Plan. It is intended that, if possible, any adjustments contemplated be made in a manner that satisfies applicable legal, tax (including, without limitation and as applicable in the circumstances, Code Sections 424 and 409A) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) requirements. Additionally, the Committee will make such adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent that the Company is relying upon the exemption afforded under such statute with respect to the Award. Directors.

7.2~~DISSOLUTION OR LIQUIDATION~~.

In the event of the ~~proposed dissolution or~~ liquidation of the ~~Company,~~Corporation, holders of Preferred Stock shall be entitled to received, before any payment or distribution on the ~~Committee will notify each Participant as soon as practicable prior~~Common Stock or any other class of stock junior to the ~~effective date of such proposed transaction. To~~Preferred Stock upon liquidation, a distribution per share in the ~~extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.~~

7.3~~CERTAIN TRANSACTIONS/ CHANGE IN CONTROL~~. In the event of a merger, consolidation or similar transaction directly or indirectly involving the Company, each outstanding Award will be treated as the Committee determines (subject to the provisionsamount of the following paragraph) whether with or without a Participant’s consent, including, without limitation, that (i) such Award will be assumed, or a substantially equivalent Award will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices as set forth in Section 7.1; (ii) upon written notice to the applicable Participant, such Award will terminate upon or immediately prior to the consummation of such transaction; (iii) (1) such Award will terminate in exchange for an amount of cash and/or property,liquidation preference, if any, ~~equal to the amount that would have been attained upon the exercise of such Award~~fixed or realization of the applicable Participant’s rights as of the date of the occurrence of such transaction (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction the Committee determinesdetermined in good faith that no amount would have been attained upon the exercise of such Award or realization of the applicable Participant’s rights thereunder, then such Award may be terminated by the Company without payment), or (2) such Awards will be replacedaccordance with other rights or property selected by the Committee in its sole discretion; or (iv) any combination of the foregoing. In taking any of the actions permitted under this Section 7.3, the Committee will not be obligated to treat all Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly.

Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly involving the Company that results in a Change in Control and in which the acquiring or succeeding corporation does not assume or substitute for the Award (or portion of the Award), the Participant will fully vest in and have the right to exercise all of his or her outstanding Options (or portion thereof) that are not assumed or substituted for, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Shares (or portions thereof) not assumed or substituted for will lapse, and, with respect to Awards with performance-based vesting (or portions thereof) not assumed or substituted for, all

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performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. In addition, if an Option (or portion thereof) is not assumed or substituted for, the Committee will notify the Participant in writing or electronically that the Option (or its applicable portion) will be exercisable for a period of time determined by the Committee in its sole discretion, and the Option (or its applicable portion) will terminate upon the expiration of such period.

Notwithstanding anything in this Section 7.3 to the contrary, and unless otherwise provided for in an Award Agreement or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its acquirer or successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the acquiring or succeeding corporation’s corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption.

Notwithstanding anything in this Section 7.3 to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the definition of “change in control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.

7.4~~OUTSIDE DIRECTOR AWARDS~~. With respect to Awards granted to an Outside Director, in the event of a Change in Control in which such Awards are assumed or substituted for, if on the date of or following such assumption or substitution the Participant’s status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock will lapse, and, with respect to Awards with performance-based vesting, unless specifically provided otherwise under the applicable Award Agreement, a Company policy applicable to the Participant, or other written agreement between the Participant and the Company, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.

7.5~~MODIFICATION OR ASSUMPTION OF OPTIONS~~. The Committee may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option (except that the Committee has the authority to amend any outstanding Option without the Optionee’s consent if the Committee deems it necessary or advisable to comply with Code Section 409A). In addition, to the extent the Committee’s modification of the purchase price or the exercise price of any outstanding Award effects a repricing, shareholder approval shall be required before the repricing is effective.

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~~Article 8.~~ ~~LEAVE~~~~OF ABSENCE/ TRANSFERABILITY~~

8.1~~LEAVE OF ABSENCE/TRANSFER BETWEEN LOCATIONS~~. Unless the Committee provides otherwise and except as required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. For purposes of ISOs, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1^st~~) day of such leave any ISO held by the Participant will cease to be treated as an ISO and will be treated for tax purposes as a NQO.~~

8.2~~TRANSFERABILITY OF AWARDS~~.Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Committee makes an Award transferable, such Award will not be transferable other than for no consideration, and will contain such additional terms and conditions as the Committee deems appropriate.

~~Article 9.~~ ~~LIMITATION ON RIGHTS.~~

9.1~~RETENTION RIGHTS~~. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain a Service Provider. The Company and its Parents and Subsidiaries reserve the right to terminate the service of any Service Provider at any time, with or without Cause, subject to Applicable Laws, the Company’s certificate of incorporation and bylaws and a written employment agreement (if any).

9.2~~REGULATORY REQUIREMENTS~~. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Shares under the Plan shall be subject to all Applicable Laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

~~Article 10.~~ ~~TAX.~~

10.1~~GENERAL. To the extent provided by~~ the terms of such Preferred Stock plus, if so provided in such terms, an ~~Award Agreement~~amount per share equal to accumulated and subject to the discretion of the Committee, the Participant may satisfy any federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combinationunpaid dividends in respect of such ~~means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common~~Preferred Stock ~~from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise~~(whether or ~~acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law;~~not earned or (c) delivering to the Company previously owned and unencumbered shares of Common Stock of the Company. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. The amount of the withholding requirement will be deemed to include

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any amount which the Committee agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

10.2~~COMPLIANCE WITH CODE SECTION 409A~~. All Awards granted hereunder are intended to be exempt from or comply with the requirements of Section 409A. Any ambiguities in this Plan or any Award granted hereunder will be interpreted to so comply with or be exempt from Section 409A, as appropriate. The terms of the Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with the foregoing intention. Notwithstanding any other provision in the Plan or an Award Agreement, the Committee, to the extent it unilaterally deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representation that the Awards granted under the Plan shall be exempt from or comply with Section 409A of the Code. Any amounts payable under the Plan shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts, to the maximum possible extent. In no event will the Company (or any Parent or Subsidiary of the Company, as applicable) have any liability for or reimburse a Participant for any taxes imposed or other costs incurred under Section 409A.

Whenever in the provision of payment or benefit under the Plan is conditioned on the Service Provider’s execution and non-revocation of a waiver and release of claims, such waiver and release must be executed and not revoked, and all revocation periods must have expired, on or prior to the stated payment date; otherwise, the payment or benefit is forfeited. In no event may a Service Provider, directly or indirectly, designate the calendar year of a payment.

~~Article 11.~~ ~~AMENDMENT/ TERMINATION/ TERM.~~

11.1~~TERM OF THE PLAN~~ Subject to Section 12.4 of the Plan, the Plan will become effective upon its adoption by the Board. Unless sooner terminated under Section 11.2, it will continue in effect for a term of ten (10) years from the date of such approval.

11.2~~AMENDMENT AND TERMINATION. The Board may at any time amend, alter, suspend or terminate the Plan, provided any such amendment, alteration or suspension is in compliance with Section 409A, to the extent applicable.~~

11.3~~STOCKHOLDER APPROVAL~~. ~~The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.~~

11.4~~EFFECT OF AMENDMENT OR TERMINATION~~. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Committee, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Committee’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan priordeclared) to the date of such ~~termination.~~

~~Article 12.~~ ~~CONDITIONS UPON ISSUANCE OF SHARES.~~

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12.1~~LEGAL COMPLIANCE. Shares will not be issued pursuant to~~distribution. Neither the ~~exercise~~sale, lease or exchange of an Award unless the grant and exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

12.2~~INVESTMENT REPRESENTATIONS~~. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sellall or ~~distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.~~

12.3~~INABILITY TO OBTAIN AUTHORITY~~.~~The inability~~substantially all of the ~~Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification~~property and assets of the ~~Shares under~~Corporation, nor any ~~state, federal~~consolidation or ~~non U.S. law or under the rules and regulations~~merger of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance isCorporation, shall be deemed ~~by the Company’s counsel~~ to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.

12.4~~STOCKHOLDER APPROVAL. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board.~~

12.5~~ENTIRE AGREEMENT; GOVERNING LAW~~. The Plan and each Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter thereof. The Plan and each Award Agreement is governed by the internal substantive laws but not the choice of law rules of the State of Nevada.

12.6~~SUCCESSORS AND ASSIGNS~~. The Company may assign any of its rights under this Plan and any Award Agreement to single or multiple assignees, and this Plan and any Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Plan and any Award Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

12.7~~CLAWBACK. Notwithstanding any other provisions in this Plan to the contrary, any Award received by~~ a Subject Participant, and/or any Share issued upon exercise of any Award received by a Subject Participant hereunder, and/or any amount received with respect to any sale of any such Award or Share, will be subject to potential cancellation, recoupment, rescission, payback or other action to the extent required pursuant to Applicable Law, government regulation or national securities exchange listing requirement (or any clawback policy adopted by the Company pursuant to any such law, government regulation or national securities exchange listing requirement). Each Subject Participant agrees and consents to the Company’s application, implementation and enforcement of any policy established by the Company that may apply to the Subject Participant and any provision of applicable law, government regulation or national securities exchange listing requirement relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate any such policy (as applicable to the Subject Participant) or Applicable Law, government regulation or national securities exchange listing requirement without further consent or action being required by the Subject Participant.

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~~Article 13.~~ ~~DEFINITIONS.~~

13.1“~~Applicable Laws~~” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

13.2“~~Award~~~~” means any award of an Option or a Restricted Share under the Plan.~~

13.3“~~Award Agreement~~~~” means either or both a Stock Option Agreement and a Stock Award Agreement.~~

13.4“~~Board~~~~” means the Company’s Board of Directors, as constituted from time to time.~~

13.5“~~Cause~~” means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s commission of a felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company, Parent or Subsidiary; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company, Parent or Subsidiary or of any statutory duty owed to the Company, Parent or Subsidiary; (iv) such Participant’s unauthorized use or disclosure of the Company’s, Parent’s or Subsidiary’s confidential information or trade secrets; (v) such Participant’s gross negligence or willful misconduct; or (vi) such Participant’s action which constitutes “Cause” under his or her applicable employment or consulting agreement. The determination that a termination of the Participant’s continuous status as a Service Provider is either for Cause or without Cause shall be made by the Company in its sole discretion. Any determination by the Company that Participant’s continuous status as a Service Provider was terminated by reason of dismissal without Causeliquidation for the purposes of ~~outstanding Awards held~~this Article.

Section 2. Acquisition of Controlling Interest.

The Corporation elects not to be governed by ~~such Participant shall have no effect upon any determination~~NRS 78.378 to 78.3793, inclusive.

Section 3. Combinations with Interest Stockholders.

The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.

Section 4. Liability.

To the fullest extent permitted by NRS 78, a director or officer of the rights or obligations of the Company or such Participant for any other purpose. If, subsequent to a Participant’s termination as a Service Provider, it is discovered that such Participant could have been terminated for Cause, the Participant shall, at the election of the Company, in its sole discretion, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred. In such event, any amounts or Shares received under this Plan shall be returned to the Company within thirty (30) days of the Company’s written demand.

13.6“~~Change in Control~~~~” shall mean the occurrence of any of the following events:~~

(a)~~Change in Ownership of the Company~~. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company,provided, however, that for purposes of this subsection (a), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the CompanyCorporation will not be ~~considered~~personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a ~~Change~~director or officer, provided that this article will not eliminate or limit the liability of a director or officer for:

a) Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

b) The payment of distributions in ~~Control~~;violation of NRS 78.300, as amended.

Any amendment or

(b)~~Change in Effective Control~~repeal of this Section 4 will not adversely affect any right or protection of a director of the ~~Company~~. A change in the effective control of the Company occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed

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by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (b), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(c)~~Change in Ownership of a Substantial Portion of the Company’s Assets~~. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the CompanyCorporation existing immediately prior to such ~~acquisition~~amendment or acquisitions. For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section 13.6, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control, with respect to an Award subject to Section 409A, unless the transaction qualifies as a change in control event within the meaning of Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the Persons who held the Company’s securities immediately before such transaction.

13.7“~~Code~~~~” means the Internal Revenue Code of 1986, as amended.~~

13.8“~~Committee~~~~” means a committee of the Board, as described in Article 2.~~

13.9“~~Common Stock~~~~” means the common stock, par value$0.00001per share, of the Company.~~

13.10“~~Company~~~~” means NuZee, Inc., a Nevada corporation.~~

13.11“~~Consultant~~” means a consultant or adviser who provides bona fide services to the Company, a Parent or a Subsidiary as an independent contractor. Service as a Consultant shall be considered employment for all purposes of the Plan, except as provided in Section 4.2.

13.12“~~Director~~~~” shall mean a member of the Board.~~

13.13“~~Disability~~” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than ISOs, the Committee in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Committee from time to time.

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13.14“~~Employee~~” ~~means a common-law employee of the Company, a Parent or a Subsidiary.~~

13.15“~~Exchange Act~~~~” means the Securities Exchange Act of 1934, as amended.~~

13.16“~~Exercise Price~~~~” means the amount for which one Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement.~~

13.17“~~Fair Market Value~~~~” means, for so long as the Common Stock is listed~~on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, or the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in ~~The Wall Street Journal~~ ~~or such other source as the Administrator deems reliable~~. If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in ~~The Wall Street Journal~~ ~~or such other source as the Committee deems reliable.~~ In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.

13.18“~~ISO~~~~” means an incentive stock option described in section 422(b) of the Code.~~

13.19“~~NQO~~~~” means a stock option not described in sections 422 or 423 of the Code.~~

13.20“~~Option~~”~~means an ISO or NQO granted under the Plan and entitling the holder to purchase Shares.~~

13.21“~~Optionee~~~~” means an individual or estate who holds an Option.~~

13.22 “~~Outside Director~~~~” means a Director who is not an Employee.~~

13.23“~~Parent~~~~” means a “parent corporation” whether now or hereafter existing, as defined in Code Section 424(e).~~

13.24“~~Participant~~~~” means an individual or estate who holds an Award.~~

13.25“~~Period of Restriction~~” means the period during which the transfer of Restricted Shares are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Committee.

13.26“~~Plan~~~~” means this NuZee, Inc. 2019 Stock Incentive Plan, as amended from time to time.~~

13.27“~~Restricted Share~~~~” means a Share awarded under the Plan.~~

13.28“~~Service Provider~~~~” means an Employee, Director or Consultant.~~

13.29“~~Share~~~~” means a share of Common Stock, as adjusted in accordance with Article 7 of the Plan.~~

13.30“~~Stock Award Agreement~~~~” means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.~~

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13.31“~~Stock Option Agreement~~~~” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.~~

13.32“~~Subsidiary~~~~” means a “subsidiary corporation” whether now or hereafter existing, as defined in Code Section 424(f).~~

13.33“~~Subject Participant~~~~” means a Participant who is designated by the Board as an “executive officer” under the Exchange Act.~~

~~Article 14.~~ ~~EXECUTION.~~

~~To record the adoption of the Plan by the Board, the Company has caused its duly authorized officer to execute this document in the name of the Company.~~

~~NUZEE, INC.~~repeal.

By~~: /s/ Masateru Higashida~~Section 5. Indemnification

~~Masateru Higashida, Chief Executive Officer and Secretary~~

	a)	Right to Indemnification. The Corporation will indemnify to the fullest extent permitted by law any person (the “Indemnitee”) made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation or is or was serving as a director, officer, employee or agent of another entity at the request of the Corporation or any predecessor of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) that he or she incurs in connection with such action or proceeding.

	b)	Inurement. The right to indemnification will inure whether or not the claim asserted is based on matters that predate the adoption of this Section 5, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives.

	c)	Non-exclusivity of Rights. The right to indemnification and to the advancement of expenses conferred by this Section 5 are not exclusive of any other rights that an Indemnitee may have or acquire under any statue, bylaw, agreement, vote of stockholders or disinterested directors, the Articles of Incorporation or otherwise.

	d)	Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at the request as a director, officer employee or agent of another corporation, partnership, joint venture, trust, enterprise or other entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement or expenses from such other entity.

	e)	Advancement of Expenses. The Corporation will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with defending any proceeding from which he or she is indemnified by the Corporation, in advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses.

-14-

~~NUZEE, INC.~~
~~(Name of Registrant as Specified In Its Charter)~~


~~Name of Person(s) Filing Proxy Statement, if other than the Registrant~~

~~Payment of Filing Fee (Check the appropriate box):~~
☒	No fee required.

☐	Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~

	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:~~

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~

☐	~~Fee paid previously with preliminary materials.~~
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~

	~~(3)~~	~~Filing Party:~~

	~~(4)~~	~~Date Filed:~~

Name	Age	Position	Director Since
Masateru Higashida	47	Chief Executive Officer, Secretary and Chairman of the Board	2011
Kevin J. Conner	57	Director Nominee	2019*
J. Chris Jones	64	Director Nominee	2019*
Shanoop Kothari	46	Chief Financial Officer and Director Nominee	2019*†
Allen S. Morton	68	Director Nominee	2019*



~~Name~~	~~Audit Committee~~	~~Compensation~~ ~~Committee~~	~~Nominating and~~ ~~Corporate Governance~~ ~~Committee~~
~~Masateru Higashida~~
~~Kevin J. Conner~~	~~Chairman~~		~~Member~~
~~J. Chris Jones~~	~~Member~~	~~Member~~	~~Chairman~~
~~Shanoop Kothari~~			~~Member~~
~~Allen S. Morton~~	~~Member~~	~~Chairman~~

		Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date
Masateru Higashida	07/20/2017	304,000	1,216,000⁽¹⁾	0.56	07/20/2027
Travis Gorney	06/30/2015	98,000	–	0.60	02/23/2026
	02/01/2016	48,000	–	0.60	02/01/2026
	07/11/2016	–	320,000⁽²⁾	0.88	07/11/2026
	01/01/2017	24,000	–	0.51	01/01/2027


Filed by the Registrant☒			Filed by a Party other than the Registrant☐

~~Check the appropriate box:~~
☒	Preliminary Proxy Statement

	By order of the Board of Directors,

	Patrick Shearer
	Chief Financial Officer

	●	You may submit questions and comments electronically through the meeting portal during the Special Meeting. If you wish to submit a question during the Special Meeting, you may do so by logging in to the virtual meeting platform at www.virtualshareholdermeeting.com/NUZE2022SM and typing your question into the “Ask a Question” field, and clicking “Submit”.

	●	Only stockholders as of the record date for the Special Meeting and their proxy holders may submit questions at the Special Meeting.

	●	Please direct all questions to the Secretary of the Company.

	●	Please include your name and affiliation, if any, when submitting a question or comment.

	●	Limit your remarks to one brief question or comment that is relevant to the Special Meeting and/or our business.

	●	Questions may be grouped by topic by our management.

	●	Questions may also be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests.

	●	Be respectful of your fellow stockholders and Special Meeting participants.

	●	No audio or video recordings of the Special Meeting are permitted.

Title of Class	Name of Beneficial Owner⁽¹⁾	Amount of Beneficial Ownership	Percent of Class ⁽²⁾
*Executive Officers, Director and Director Nominees*
Common	Masateru Higashida	14,233,633	35.0%
Common	Travis Gorney	1,520,000	3.7%
Common	Shanoop Kothari	0	*
Common	Kevin J. Conner	0	*
Common	J. Chris Jones	0	*
Common	Allen S. Morton	0	*
Total of All Executive Officers, Director and Director Nominees		15,753,633	38.7%
*Stockholders Holding 5% or Greater*
Common	Masateru Higashida	14,233,633	35.0%
Common	Eguchi Katsuyoshi⁽³⁾ 4-1002, Omori, Moriyama-ku Nagoya-Shi, Aichi-ken, Japan 463-0021	2,708,216	6.7%
Total of All Stockholders With 5% or Greater		16,941,849	41.6%

	●	The per share exercise price of any outstanding stock options would be increased proportionately, and the number of shares issuable under outstanding stock options and all other outstanding equity-based awards would be reduced proportionately;

	●	The number of shares of Common Stock authorized for future issuance under our stock incentive plans would be proportionately reduced and other similar adjustments would be made under the stock incentive plans to reflect the Reverse Stock Split; and

	●	The exercise, exchange or conversion price of all other outstanding securities that are exercisable or exchangeable for or convertible into shares of our Common Stock would be proportionately adjusted and the number of shares of Common Stock issuable upon such exercise, exchange or conversion would be proportionately adjusted.


Shares Outstanding as of September 17, 2019	Reverse Stock Split Ratio	Shares Outstanding After Reverse Stock Split	Reduction in Shares Outstanding
40,708,831	1-for-3	13,569,611	27,139,220
40,708,831	1-for-4	10,177,208	30,531,623
40,708,831	1-for-5	8,141,767	32,567,064

Shares Outstanding as of October 7, 2022	Reverse Stock Split Ratio	Shares Outstanding After Reverse Stock Split		Reduction in Shares Outstanding
23,668,017	1-for-10		2,366,802		21,301,215
23,668,017	1-for-15		1,577,868		22,090,149
23,668,017	1-for-20		1,183,401		22,484,616
23,668,017	1-for-30		788,934		22,879,083
23,668,017	1-for-40		591,701		23,076,317
23,668,017	1-for-50		473,361		23,194,656

	●	each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock;
	●	each of our named executive officers;
	●	each of our directors; and
	●	all executive officers and directors as a group.

	2018	2017
FEE CATEGORY
Audit Fees (MaloneBailey, LLP)	$ 105,267	$ 55,036
Tax Fee	-	-
Audit-Related Fees	-	-
TOTAL FEES	$ 105,267	$ 55,036

☐	Soliciting Material under §240.14a-12

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned			Percentage of Shares of Common Stock Beneficially Owned ⁽²⁾
*Directors and Named Executive Officers*
Masateru Higashida⁽¹⁾		5,265,376			21.8	%
Patrick Shearer		80,000			*
Jose Ramirez		10,000			*
Tomoko Toyota⁽²⁾		10,000			*
Kevin J. Conner⁽³⁾		194,827			*
Tracy Ging⁽³⁾		194,827			*
J. Chris Jones⁽⁴⁾		251,908			1.1	%
Nobuki Kurita⁽³⁾		194,827			*
David G. Robson⁽⁴⁾		251,908			1.1	%
All Executive Officers and Directors as a group (9 persons)⁽⁵⁾		7,113,674			28.0	%
*All other 5% Stockholders*
Entities affiliated with Sabby Management, LLC⁽⁶⁾		2,520,244	⁽⁶⁾		4.99	%⁽⁷⁾
Sooncha Kim		2,119,916	⁽⁸⁾		8.81	%

(1)	Includes (a) 14,164 shares of Common Stock owned by NuZee Co., Ltd., an entity 100% owned by Mr. Higashida, and (b) options to purchase 506,667 shares of Common Stock that may be exercised within 60 days of October 7, 2022.

(2)	As of September 27, 2022, Ms. Toyota is no longer employed by the Company.

(3)	Includes options to purchase 171,243 shares of Common Stock that may be exercised within 60 days of October 7, 2022.

(4)	Includes options to purchase 228,324 shares of Common Stock that may be exercised within 60 days of October 7, 2022.

(5)	Includes options to purchase 1,730,378 shares of Common Stock that may be exercised within 60 days of October 7, 2022.

(6)	Includes, subject to a 4.99% beneficial ownership limitation provision (“Blocker”) described below, 1,670,244 shares of Common Stock issuable upon exercise of the Company’s Series A Warrants, and 850,000 shares of Common Stock issuable upon exercise of the Company’s Series B Warrants. Number of shares based on information reported on Amendment No. 1 to the Schedule 13G/A filed with the SEC on January 4, 2022, reporting beneficial ownership by (a) Sabby Volatility Warrant Master Fund, Ltd., (b) Sabby Management, LLC (“Sabby Management”), and (c) Hal Mintz, and certain additional information known to the Company. As more fully described in the following footnote (6), the Company’s Series A Warrants and Series B Warrants are subject to a 4.99% Blocker. However, the 2,520,244 shares of Common Stock reported in this table for Sabby Management includes the number of shares of Common Stock that would be issuable upon full conversion and exercise of the Company’s Series A Warrants and Series B Warrants and do not give effect to such Blocker.

(7)	Pursuant to the terms of the Company’s Series A Warrants and Series B Warrants, Sabby Management cannot exercise the Series A Warrants and Series B Warrants to the extent Sabby Management would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of our Common Stock (again, the “Blocker”). The 4.99% percentage set forth herein for Sabby Management gives effect to the Blocker.

(8)	Number of shares based on information reported on Schedule 13G filed with the SEC on April 22, 2022, reporting beneficial ownership by Sooncha Kim and certain additional information known to the Company. According to the report, Mr. Kim has sole voting and dispositive power over 1,220,084 shares. In addition to those shares included on the report, Mr. Kim has since purchased 899,832 additional shares.