Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On July 11, 2024, NuZee, Inc., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (the "Investors"), providing for the sale and issuance of 2,040,814 shares (the "Shares") of the Company's common stock, par value $0.00001 per share (the "Common Stock") for an aggregate purchase price of RMB 21,810,000, or approximately $3,000,000.

The Shares were issued pursuant to the Purchase Agreement, were not registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act or Regulation S promulgated under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Investors.

On July 11, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors (the "Registration Rights Agreement"). The Registration Rights Agreement provided, among other things, that the Company will as soon as reasonably practicable, and in any event no later than September 30, 2024, file with the SEC (at the Company's sole cost and expense) a registration statement registering the resale of (i) the Shares of Common Stock. The Company agreed to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof.

The Purchase Agreement contains customary representations, warranties and covenants in connection with the transaction. The representations, warranties and covenants in the Purchase Agreements are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Purchase Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Purchase Agreement and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement and Registration Rights Agreement, the forms of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.