Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 24, 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 3,508,769 shares (the "Shares") of the Company's common stock, par value $0.00001 per share (the "Common Stock"), for an aggregate purchase price of $2,000,000 at the Nasdaq Minimum Price (as defined in Nasdaq Rule 5635(d)), or $0.57 per share.

On October 14, 2024, the Company issued 2,807,015 shares of common stock in consideration with the purchase price of $1,600,000 to four 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 Common Stock with a principal amount of $400,000 in due course.

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 were attached as Exhibits 10.1 and 10.2,respectively, to the Current Report on Form 8-K filed by the Company with the SEC on September 30, 2024, and are incorporated herein by reference.