Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
30 October 2023 - 9:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 3)*
NuZee,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.00001 per share
(Title
of Class of Securities)
67073S208
(CUSIP
Number)
Masateru
Higashida
1350 East Arapaho Road, Suite #230
Richardson,
Texas 75081
(760) 295-2408
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 20, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Masateru
Higashida |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐ (b) ☐ |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS (see instructions)
OO |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
147,941
(1) |
8. |
SHARED VOTING POWER
|
9. |
SOLE DISPOSITIVE POWER
147,941 (1) |
10. |
SHARED
DISPOSITIVE POWER
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,941
(1) |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (2) |
14. |
TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Reflects
(i) 14,477 shares of the Issuer’s common stock, par value $0.00001 per share (the “Common
Stock”) issuable upon the exercise of options exercisable as of or within 60 days under
the 2013 Stock Incentive Plan, (ii) 133,059 shares of Common Stock held by Mr. Higashida,
and (iii) 405 shares of Common Stock held by NuZee Co., Ltd. (an entity organized
under the laws of Japan) (“NCL”), in each case, giving effect to the Issuer’s
1-for-35 reverse stock split that took effect on December 28, 2022 (the “Reverse Stock
Split”). Mr. Higashida is the sole owner of NCL. |
| |
(2) | Based
on 1,207,739 shares of Common Stock outstanding as of October 25, 2023, which
includes the 425,000 shares issued in the Issuer’s recent offering, and gives effect
to the Reverse Stock Split. |
Explanatory
Note
This
Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is being filed to amend the Schedule 13D filed by Masateru
Higashida (“Mr. Higashida”) on September 25, 2020 (the “Schedule 13D”), as amended by Amendment No. 1 to the
Schedule 13D filed with the SEC on December 15, 2022, and as further amended by Amendment No. 2 to the Schedule 13D filed with the SEC
on September 25, 2023, and relates to shares of the Common Stock of NuZee, Inc., a Nevada Corporation (the “Issuer”).
This
Amendment No. 3 is being filed with the SEC to update the percentage of shares beneficially owned by the Reporting Person as a result
of dilution due to the Issuer’s recent offering of 425,000 shares of Common Stock. Except as specifically provided herein, this
Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D.
The
Schedule 13D is hereby amended and supplemented as detailed below, and, except as amended and supplemented hereby, the Schedule 13D remains
in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule
13D.
The
Common Stock and percentage ownership reflected in this Amendment No. 3 reflect the Reverse Stock Split effected by the Issuer.
Item
5. Interest in Securities of the Issuer.
Item
5 of the Original Statement is hereby amended and restated in its entirety to read as follows:
(a) | See
rows (11) and (13) of the cover page to this Schedule 13D/A for the aggregate number of shares
and percentage of shares beneficially owned by the Reporting Person. |
| |
(b) |
See rows (7) through (10)
of the cover page to this Schedule 13D/A for the number of shares as to which the Reporting Person has the sole or shared power
to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
|
|
(c) | See
Schedule A, which is incorporated herein by reference, and describes the transactions by
the
Reporting Person in the Issuer’s Common Stock during the past sixty days. |
| |
(d) | To
the best knowledge of Mr. Higashida, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially
owned by Mr. Higashida. |
| |
(e) |
Not applicable. |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
October 30, 2023
|
By: |
/s/
Masateru Higashida |
|
Name: |
Masateru
Higashida |
Schedule
A
TRADING
DATA
The
following table sets forth all transactions in the Common Stock of the Issuer effected by the Reporting Person in the past 60 days. Except
as otherwise noted below, all such transactions were purchases or sales of Common Stock and the table excludes commissions paid in per
share prices.
Reporting Person | |
Trade Date | |
Buy/Sell | |
No. of Shares/ Quantity | | |
Unit Cost/ Proceeds | |
Masateru Higashida | |
10/13/2023 | |
Sell | |
| 500 | (1) | |
$ | 5.16 | (2) |
Masateru Higashida | |
9/14/2023 | |
Sell | |
| 800 | (1) | |
$ | 7.37 | (3) |
Masateru Higashida | |
9/13/2023 | |
Sell | |
| 1,200 | (1) | |
$ | 7.33 | (4) |
(1) | Reflects
the sale of shares of common stock by the Reporting Person pursuant to a Rule 10b5-1 Trading
Plan adopted by the Reporting Person. |
(2) | The
price reported is a weighted-average price. These shares were purchased in multiple transactions
at prices ranging from $5.15 to $5.30, inclusive. |
(3) | The
price reported is a weighted-average price. These shares were purchased in multiple transactions
at prices ranging from $7.05 to $7.59, inclusive. |
(4) | The
price reported is a weighted-average price. These shares were purchased in multiple transactions
at prices ranging from $7.25 to $7.70, inclusive. |
NuZee (NASDAQ:NUZE)
Historical Stock Chart
From Aug 2024 to Sep 2024
NuZee (NASDAQ:NUZE)
Historical Stock Chart
From Sep 2023 to Sep 2024