Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 26, 2024, on August 20, 2024, NuZee, Inc., a Nevada corporation (the "Company"), entered into a convertible note purchase agreement (the "Purchase Agreement") with certain investors (the "Investors") to issue and sell convertible notes in the aggregate principal amount of USD$1,300,000 (the "Notes"). The Notes bear interest at an annual rate of 7% and have a maturity date of one year from the issuance date. The Notes shall not be converted until the Company obtains shareholder approval for the issuance of shares underlying the Notes. Upon obtaining such approval, the holder may convert the Notes into a number of shares of Common Stock equal to (i) the outstanding principal amount of the Notes, plus any accrued but unpaid interest, divided by (ii) $0.94, the conversion price. Any conversion of the Notes resulting in a fractional share shall be rounded down to the nearest whole share. On August 20, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors (the "Registration Rights Agreement"). The Company shall prepare and, as soon as practicable, but in no event later than 30 days subsequent to the filing of the Form 10-Q for the period ended June 30, 2024, or five business days after the approval by the Company's stockholders of the transactions contemplated in the Purchase Agreement, whichever is later.

On September 6, 2024, the Company issued two Notes with principal amounts of $300,000 and $450,000 separately to two non-U.S. investors pursuant to the Purchase Agreement following receipt of the purchase amounts. The Company expects to close the sale of the remaining Note with a principal amount of $550,000 in due course.

The foregoing description of the Purchase Agreement, the Notes and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, the Notes, and Registration Rights Agreement, the forms of which were attached as Exhibits 10.1, 10.2 and 10.3, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on August 26, 2024, and are incorporated herein by reference.