VISTA, Calif., USA – NuZee, Inc., a leading coffee co-packing and technology company announced that on April 27, 2024 it entered into a convertible note and warrant purchase agreement (the “Purchase Agreement”) with certain investors, providing for the sale of $320,000 aggregate principal amount of convertible promissory notes and accompanying warrants to purchase up to an additional 221,147 shares of common stock in a private placement transaction.
The private placement closed on May 2, 2024. In connection with the closing of the private placement, Nobu Kurita resigned from the Company’s Board of Directors and an individual jointly designated by the investors, Changzheng Ye, was appointed to fill the newly created vacancy.
The notes will bear interest at a rate of 7.0% per year, mature one year after issuance, and may be converted any time prior to maturity by the holder into shares of the Company’s common stock at a conversion price of $1.447 per share, subject to customary adjustments for stock splits, stock dividends and recapitalizations.
Each purchaser of the convertible notes receives warrants to purchase 100% of the number of shares of common stock into which such purchaser’s note is initially convertible. The warrants will be immediately exercisable, have an exercise price of $1.322 per share and expire two years after issuance.
The transaction, including the conversion price of the convertible notes and the exercise price of the warrants, was priced pursuant to Nasdaq’s “Minimum Price” requirements under Nasdaq Listing Rule 5635(d).
