Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On July 24, 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 RMB 2,181,000 or approximately USD$300,000 (the "Notes"). The closing of the private placement (the "Closing") occurred on July 26, 2024.

The Notes bear interest at an annual rate of 7% and have a maturity date of one year following the issuance date. The Notes are convertible any time after the issuance date by the holder into a number of shares of Common Stock equal to (i) the outstanding principal amount of the Note plus any accrued but unpaid interest, divided by (ii) $0.52, the conversion price. If any such conversion of the Notes would result in the issuance of a fraction of a share, such number of shares to be issued will be rounded down to the nearest whole share.

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