true FY 0001527613

 0001527613

 2022-10-01
 2023-09-30

 0001527613

 2024-03-28

 0001527613

 2024-06-06

 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D. C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended September 30, 2023

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
file number: 001-39338

 NUZEE,
INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 38-3849791

 (State or other jurisdiction

 of incorporation or organization)

 (IRS Employer

 Identification No.)

 2865
Scott St. Suite 107, Vista, California 92081

 (Address
of principal executive offices) (Zip Code)

 (760) 295-2408

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, $0.00001 par value

 NUZE

 The
 NASDAQ Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant (based on the price at which the
registrant's Common Stock was last sold as of March 28, 2024, the last business day of the most recently completed second fiscal
quarter), was approximately $ 1,502,375.

 As
of June 6, 2024, there were outstanding 1,298,414 shares of the registrant's Common Stock, $0.00001 par value.

 Auditor
 Name:

 Auditor
 Location:

 Auditor
 Firm ID:

 MaloneBailey,
 LLP

 Houston,
 Texas

 EXPLANATORY
NOTE

 This
Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of NuZee, Inc. for the year ended
September 30, 2023 that was originally filed with the Securities and Exchange Commission (the "SEC") on January 16, 2024
(the "Original Filing") and is being filed primarily to provide the information required by Items 10, 11, 12, 13, and 14
of Part III, and to update the Exhibit index contained in Part IV, Item 15. This information was previously omitted from the Original
Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated
in the Form 10-K by reference from a definitive proxy statement if such statement is filed no later than 120 days after our fiscal year
end. We are filing this Amendment to include Part III information in our Form 10-K because we do not expect to file a definitive proxy
statement on or before that date. The reference on the cover of the Original Filing to the incorporation by reference to portions of
our definitive proxy statement into Part III of the Original Filing has been deleted. This Amendment does not amend or otherwise update
any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and
with our filings with the SEC made after the Original Filing.

 As
required under Section 302 of the Sarbanes-Oxley Act of 2002, new certificates of our Chief Executive Officer and Chief Financial Officer
are being filed as exhibits to this Amendment. Certain capitalized terms used and not otherwise defined in this Amendment have the meanings
given to them in the Original Filing.

 Table
of Contents

 Page

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM
 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 EXHIBIT INDEX

 SIGNATURES

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth certain information regarding our directors and executive officers as of September 30, 2023:

 Name

 Age

 Title

 Since

 Masateru
 Higashida

 Chief
 Executive Officer, President, Treasurer, Secretary and Chairman of the Board

 2011

 President
 & Chief Operating Officer, Chief Financial Officer

 2023

 Kevin
 J. Conner

 2019

 J.
 Chris Jones

 2019

 Nobuki
 Kurita

 2021

 David
 G. Robson

 2021

 Masateru
Higashida has served as our Chief Executive Officer, Secretary, and Treasurer since October 2014, and as Chair of the Board since
April 2013. In July 2020, Mr. Higashida was also re-appointed President of the Company. He previously also held the position of President
from October 2014 until August 2017, and Chief Financial Officer from August 2014 until February 2019. Mr. Higashida previously founded
multiple companies, including a Korea-based investment company and a Singapore-based investment company, and began his career in the
financial industry in Nagoya, Japan.

 Mr.
Higashida is an employee director. The Board values Mr. Higashida's extensive experience operating the Company. As the Company's
Chief Executive Officer and President, Mr. Higashida is able to apprise the Board of the operational and financial results as they occur
and provide insight into the environment in which the Company operates.

Weaver has served as the Company's Chief Financial Officer since 2023. He was later appointed as Chief Operating Officer in
2024. Mr. Weaver was previously the Chief Financial Officer of Reinvention Unlimited, Inc, where he provides financial and operational
management and executive oversight services for his clients. Mr. Weaver's responsibilities include building and mentoring teams,
identifying and implementing strategic initiatives including successful exits and executing mutually agreed operating plans. He has been
responsible for advising corporate clients – ranging from startups to $2 billion in annual revenue – on matters including
accounting, finance, and capital markets for international manufacturing and distribution clients with a focus on regulated industries,
including food, pharmaceuticals, and contracting. Mr. Weaver has also held numerous other leadership roles at other companies such as
President/COO of Natural Alternatives International, Inc. (Nasdaq: NAII), President/CFO of Bimbo Bakeries USA, VP/Corporate Controller
of Specialty Restaurants Corp, and CFO of Microcomputer Memories, Inc. (Nasdaq: MCMI). Mr. Weaver earned a Bachelor of Science degree
in Business Administration from California State University, Northridge and a Master of Arts in Spiritual Psychology from the University
of Santa Monica. He is a licensed certified public accountant (inactive) in the State of California.

 Kevin
J. Conner has served on our Board since October 2019. Mr. Conner is currently Managing Director of Conner & Associates, a restructuring
and turnaround servicing firm he founded in 1991. Mr. Conner has held senior management and board seats of public and private companies
along with being the Chair of the Conner & Associates' SEC audit practice. Mr. Conner is frequently retained as a qualified
expert witness in matters before both Federal and State courts, including both corporate governance and general business matters. Mr.
Conner holds an MS in Taxation from Philadelphia University and a BS in Accounting from West Chester University of Pennsylvania along
with being licensed to practice as a CPA in the State of New York and the Commonwealth of Pennsylvania.

 Mr.
Conner's qualifications for election to the Board include his expertise in public company accounting and regulatory compliance
matters.

 J.
Chris Jones has served on our Board since October 2019. Mr. Jones currently serves as the Managing Director of Haddington Ventures,
LLC, a venture fund manager and advisor Mr. Jones co-founded in 1998, where he focuses on acquisitions, financing and administrative
issues of portfolio companies. While at Haddington, Mr. Jones has served on over twelve boards of directors of portfolio companies, including
multiple companies that were ultimately acquired by publicly traded companies, such as Lodi Gas Storage, which was sold to Buckeye Partners,
and Bear Paw Energy, which was sold to Northern Border Partners. Prior to the formation of Haddington, Mr. Jones served as Vice President
and Chief Financial Officer of Tejas Power Corporation ("TPC"), a publicly traded company, from 1985 until his appointment
as Senior Vice President and Chief Operating Officer in 1995. He also served as a Director of Market Hub Partners, L.P., TPC's
natural gas storage joint venture with Dayton Power & Light, New Jersey Resources, NIPSCO and Public Service Electric and Gas. Prior
to his association with TPC, Mr. Jones served as Secretary/Treasurer, and later Chief Financial Officer of The Fisk Group, Inc., a U.S.
and international electrical contracting subsidiary of Amec p.l.c., a publicly traded U.K. company. He was employed with The Fisk Group
from 1979 to 1985. Mr. Jones began his professional career with the auditing firm Price Waterhouse in Houston, Texas in 1977. He received
his BBA degree in Accounting from the University of Texas at Austin in 1977.

 Mr.
Jones' qualifications for election to the Board include his experience both in the operation of public company business and serving
on the boards of directors of public companies and his related expertise in corporate governance matters.

 Nobuki
Kurita has served on our Board since March 2021. Mr. Kurita, who is presently retired, served as President of Sony China Co., Ltd
from 2012 to 2016 and as SVP at Sony Corporation (Sony HQ) from 2009 to 2016. While at Sony, Mr. Kurita also served as Chief Executive
Officer of Sony Mexico from 1999 to 2003. From September 2017 to March 2020, Mr. Kurita served as President and Chief Operating Officer
of Restar Holdings Corporation (formerly known as UKC Holdings Corporation) ("Restar"). Restar, which is listed on the Tokyo
Stock Exchange, is engaged in trading of semiconductors and electric devices in Japan and internationally.

 Mr.
Kurita's qualifications for election to the Board include his extensive executive leadership expertise and experience, including
serving as a top executive for a publicly traded company in Japan, and his related expertise in marketing, strategic planning, risk management,
and technical innovation.

 David
G. Robson has served on our Board since March 2021. Mr. Robson has over twenty-five years of operational, finance and accounting
experience and has held senior positions with both public and private companies in a variety of industries. Since March 2021, Mr. Robson
has served as Chief Financial Officer of Nuvve Holding Corp., a publicly traded green energy technology company. Mr. Robson has served
on the Board of Directors of Payference, a software business, since February 2020. Mr. Robson served as the Chief Financial Officer and
Chief Compliance Officer of Farmer Brothers Co., a publicly traded national distributor of coffee, tea and culinary products from February
2017 to November 2019. His responsibilities included overseeing mergers and acquisitions, investor relations, information technology
and finance. Mr. Robson served as the Chief Financial Officer of PIRCH, a curator and retailer of kitchen, bath and outdoor home brands,
from September 2014 to September 2016. From January 2012 to September 2014, Mr. Robson was the Chief Financial Officer of U.S. AutoParts,
an online provider of auto parts and accessories. Prior to that, he served as the Executive Vice President and Chief Financial Officer
of Mervyns LLC, a former discount department store chain, from 2007 to 2011. From 2001 to 2007, he served as the Senior Vice President
of Finance and Principal Accounting Officer for Guitar Center, Inc. Mr. Robson began his career with the accounting firm Deloitte &
Touche Tohmastu. Mr. Robson graduated with a Bachelor of Science degree in Accounting from the University of Southern California and
is a certified public accountant (inactive) in the State of California.

 Mr.
Robson's qualifications for election to the Board include his experience as Chief Financial Officer and Chief Compliance Officer
of a national distributor of coffee, tea and culinary products as well as his vast operational, finance and accounting experience with
both public and private companies in a variety of industries.

 Family
Relationships

 There
are no family relationships among our executive officers and directors.

or Officer Involvement in Certain Legal Proceedings

 To
our knowledge, our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation
S-K in the past ten years.

 Corporate
Codes and Policies

 Code
of Business Ethics

 We
have adopted a Code of Business Ethics that applies to all of our employees. We have posted a copy of the Code of Business Ethics on
our website at www.mynuzee.com. The Code of Business Ethics are also available in print to any stockholder who requests them in writing
from the Corporate Secretary at 2865 Scott St. Suite 107, Vista, California 92081. We intend to satisfy the disclosure requirements under
Item 5.05 of Form 8-K regarding amendments to, or waivers from, our Code of Business Ethics by posting such information on our website
at www.mynuzee.com. We are not including the information contained on our website as part of, or incorporating it by reference into,
this report.

 Insider
Trading Policy

 Our
Board of Directors has adopted an insider trading policy that applies to all of its officers, directors and employees. Officers, directors
and employees are prohibited from engaging in any of the following types of transactions with respect to the Company's securities:
(i) short sales, (ii) purchases or sales of puts, calls, or other derivative securities, (iii) purchases of financial instruments (including
prepaid variable forward contracts, equity swaps, collars and exchange funds) or other similar transactions that directly hedge or offset,
or are designed to directly hedge or offset, any decrease in the market value of Company securities, (iv) holding Company securities
in a margin account or pledge Company securities as collateral for a loan, and (v) selling Company securities of the same class less
than six months after the purchase.

 Independent
Committees

 Of
the five directors currently serving on our Board of Directors, the Board of Directors has determined that Messrs. Conner, Jones, Kurita
and Robson, are independent directors under the independence standards of the Nasdaq Capital Market.

 Board
Committees

 Our
Board of Directors has established an Audit Committee, the Compensation Committee, and a Nominating and Corporate Governance Committee.

 Under
the listing standards of the Nasdaq Capital Market, the members of the Audit, Compensation, and Nominating and Corporate Governance
Committees must be comprised solely of independent directors. Accordingly, Mr. Higashida is not eligible to serve on such committees.

 The
Board of Directors has adopted, and may amend from time to time, a written charter for each of the Audit Committee, Compensation Committee,
and Nominating and Corporate Governance Committee. We maintain a website at www.mynuzee.com and make available on that website, free
of charge, copies of each of the charters for the Audit, Compensation, and Nominating and Corporate Governance Committees.

 Audit
Committee

 Our
Audit Committee is currently composed of Messrs. Conner, Jones and Robson. Mr. Conner serves as the chairperson of our Audit Committee.
Our Board has determined that each current member of our Audit Committee meets the requirements for independence and financial literacy
under the applicable rules and regulations of the SEC and the listing rules of the Nasdaq Capital Market. Our Board has also determined
that each of Messrs. Conner, Jones and Robson is an "audit committee financial expert" as defined in the rules of the SEC
and has the requisite financial sophistication as defined under the listing standards of the Nasdaq Capital Market. During fiscal year
2023, our Audit Committee met four times.

 The
responsibilities of our Audit Committee include, among other things:

 selecting
 and hiring the independent registered public accounting firm to audit our financial statements;

 overseeing
 the performance of the independent registered public accounting firm and taking those actions as it deems necessary to satisfy itself
 that the accountants are independent of management;

 reviewing
 financial statements and discussing with management and the independent registered public accounting firm our annual audited and
 quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications
 regarding internal control over financial reporting and disclosure controls;

 preparing
 the audit committee report that the SEC requires to be included in our annual proxy statement;

 reviewing
 the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

 overseeing
 our policies on risk assessment and risk management;

 reviewing
 and approving related party transactions; and

 approving
 or, as required, pre-approving, all audit and all permissible non-audit services and fees to be performed by the independent registered
 public accounting firm.

 Our
Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the rules of the
Nasdaq Capital Market. A copy of the charter can be found on the Company's website at www.mynuzee.com.

Committee

 Our
Compensation Committee is currently composed of Messrs. Jones, Kurita and Robson. Mr. Jones serves as the chairperson of our Compensation
Committee. Our Board has determined that each current member of our Compensation Committee meets the requirements for independence under
the applicable rules and regulations of the SEC and the listing rules of the Nasdaq Capital Market. Each current member of the Compensation
Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). During fiscal year 2022, our Compensation Committee met two times.

 The
purpose of our Compensation Committee is to oversee our compensation policies, plans and benefit programs and to discharge the responsibilities
of our Board relating to compensation of our executive officers. The responsibilities of our Compensation Committee include, among other
things:

 reviewing
 and approving compensation of our executive officers and reviewing and recommending to the Board for approval compensation of our
 directors;

 overseeing
 our overall compensation philosophy and compensation policies, plans and benefit programs for service providers, including our executive
 officers;

 reviewing,
 approving and making recommendations to our Board regarding incentive compensation and equity plans; and

 administering
 our equity compensation plans.

 Our
Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the rules
of the Nasdaq Capital Market. A copy of the charter can be found on the Company's website at www.mynuzee.com.

 The
Compensation Committee has the authority, in its sole discretion, to select, appoint and retain outside compensation consultants for
advice. The Compensation Committee is directly responsible for the appointment, compensation and oversight of any such consultant, and
the Company is responsible for providing appropriate funding for payment of reasonable compensation to any such consultant, as determined
by the Compensation Committee. The Compensation Committee also has the authority, in its sole discretion, to retain and obtain the advice
and assistance of outside legal counsel and other advisors. In selecting a consultant, outside counsel and other advisors, the Compensation
Committee evaluates its independence by considering applicable rules of the Nasdaq Capital Market and any other factors that the Compensation
Committee deems relevant to the consultant's independence from management.

 In
fiscal year 2023, the Compensation Committee retained AON Consulting, Inc. as an independent consultant to advise it on certain director
and executive compensation matters. AON Consulting, Inc. was engaged directly by and reported directly to our Compensation Committee
and did no other work for the Company. As requested, a representative of AON Consulting, Inc. communicated with Compensation Committee
members outside of meetings. The Compensation Committee considered the applicable rules of the Nasdaq Capital Market and determined that
AON Consulting, Inc. qualified as an independent compensation consultant in accordance with applicable SEC and Nasdaq Capital Market
rules.

 The
Compensation Committee charter does not restrict the Compensation Committee from delegating any of its authority or responsibilities
to individual members of the committee or a subcommittee of the Compensation Committee, although the Compensation Committee did
not delegate any of its responsibilities during fiscal year 2023.

 Nominating
and Governance Committee

 The
Nominating and Corporate Governance Committee is currently composed of Messrs. Conner, Kurita and Robson. Mr. Robson serves as chairperson
of our Nominating and Corporate Governance Committee. Our Board has determined that all current members of our Nominating and Corporate
Governance Committee meet the requirements for independence under the applicable rules and regulations of the SEC. During fiscal year
2023, our Nominating and Corporate Governance Committee did not hold any formal meetings but acted by unanimous written consent one time.

 The
responsibilities of our Nominating and Corporate Governance Committee include, among other things:

 identifying,
 evaluating and selecting, or making recommendations to our Board regarding, nominees for election to our Board and its committees;

 evaluating
 the performance of our individual directors;

 considering
 and making recommendations to our Board regarding the composition of our Board and its committees;

 considering
 director nominees recommended by shareholders; and

 developing
 and making recommendations to our Board regarding corporate governance guidelines and matters.

 Our
Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable rules and regulations
of the SEC and the rules of the Nasdaq Capital Market. A copy of the charter can be found on the Company's website at
www.mynuzee.com. The Company has adopted Corporate Governance Guidelines (the "Corporate Governance Guidelines"),
which set forth, among other things, certain criteria for the Nominating and Corporate Governance Committee to consider in
evaluating potential director nominees who have the education, business experience, and current insight necessary to understand the
Company's business and be able to evaluate and oversee the direction and performance of the Company. The Nominating
and Corporate Governance Committee is also required to assess whether a director candidate
meets all other criteria as may be established by the Board, including functional skills, corporate leadership, diversity,
international experience, or other attributes that the Board believes will contribute to the development and expansion of the
Board's knowledge and capabilities. While the Company does not have a formal diversity policy, the Board and the Nominating
and Corporate Governance Committee believe that considerations of diversity are, and will continue to be, an important component
relating to the Board's composition, as multiple and varied points of view contribute to a more effective decision-making
process.

 The
Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. To recommend a candidate
for election to our Board, a stockholder must notify the Nominating and Corporate Governance Committee by writing to: NuZee, Inc., 2865
Scott St. Suite 107, Vista, California 92081, Attention: Secretary. Such stockholder's notice shall set forth the following information,
as further described in the Bylaws:

 the
 name of the director candidate, the number and class of all shares of each class of our stock beneficially owned by such person,
 and certain information regarding such director candidate that would be required to be disclosed in a proxy statement pursuant to
 Regulation 14A under the Exchange Act in which such individual is a nominee for election to our Board;

 the
 director candidate's consent to serve as a director if elected to the Board; and

 the
 name and address of the stockholder nominating the director candidate and the number and class of all shares of each class of our
 stock beneficially owned by such stockholder.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our directors, executive officers, and any person beneficially owning more than 10% of our common
stock to file reports concerning their ownership of our equity securities with the SEC. Based solely on a review of the forms filed electronically
with the SEC during Fiscal 2023 and on written representations that no Form 5 was required to be filed, we believe that, during Fiscal
2023, all of our directors, executive officers, and persons who beneficially owned more than 10% of our common stock timely complied
with the Section 16(a) filing requirements.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table for Fiscal 2023 and 2022

 The
following table sets forth certain information concerning the compensation earned and awards granted for 2023 and 2022 by (i) our Chief
Executive Officer of NuZee, Inc., (ii) Chief Financial Officer of NuZee, Inc, and (iii) our former Chief Financial Officer and (iv) our
Interim Chief Financial Officer. The persons named in the table are also referred to in this Form 10-K/A as the "named executive
officers."

 Name and
 Principal Position

 Year

 Salary

 Stock Awards

 Option Awards

 Non-Equity
 Incentive Plan

 All Other

 Total

 Masa Higashida,

 2023

 $

 $
 —

 $
 —

 $
 —

 $

 Chief Executive Officer (1)

 2022

 $
 300,000

 $

 $
 —

 $

 $
 300,000

 Randell Weaver,

 2023

 $
 27,404

 $
 48,000

 $
 31,819

 $
 —

 $
 107,223

 Chief Financial Officer (2)

 2022

 $
 N/A

 $

 $
 —

 $

 $
 N/A

 Patrick Shearer,

 2023

 $
 66,250

 $

 $
 —

 $

 $
 66.250

 Former Chief Financial Officer (3)

 2022

 $
 250,000

 $
 —

 $
 —

 $
 —

 $
 250,000

 Shana Bowman,

 2023

 $
 165,446

 $
 —

 $
 —

 $
 —

 $
 165,446

 Interim Chief Financial Officer (4)

 2022

 $
 135,000

 $

 $
 —

 $

 $
 135,000

 (1)

 Mr.
 Higashida was appointed as Chief Executive Officer (principal executive officer) of NuZee, Inc. by the Board of Directors in October
 2014.

 (2)

 Mr.
 Weaver was appointed as Chief Financial Officer (principal financial officer) of NuZee, Inc. by the Board of Directors in August
 2023.

 (3)

 Mr.
 Shearer resigned as Chief Financial Officer on January 4, 2023.

 (4)

 Ms.
 Bowman was named Interim Chief Financial Officer in January 2023 and served in that role until August 2023.

 Disclosure
Regarding Summary Compensation Table

 Executive
Employment Agreements

 Masa
Higashida

 On
August 15, 2017, we entered into an Executive Employment Agreement with Mr. Higashida setting forth the terms of his employment. Pursuant
to the agreement, Mr. Higashida serves as our Chief Executive Officer, President, Treasurer and Secretary and as a member of the Board.

to the agreement, as amended, Mr. Higashida is entitled to an annual base salary, set at $318,000, and an annual bonus opportunity in
an amount determined each year by the Board. The payment of the annual bonus is determined by our Board based upon our achievement of
goals and objectives for the relevant year. Mr. Higashida is also eligible to participate in any equity compensation plan of the Company,
including the 2013 Plan and the 2019 Plan, and to receive future equity awards at the Board's discretion. Mr. Higashida also participates
in all of our employee benefit programs for which he is eligible and receives reimbursement for his reasonable business expenses, including
travel expenses.

to his employment agreement with us, if Mr. Higashida resigns for "good reason" or his employment is terminated by us without
"cause," each as defined in the agreement, Mr. Higashida is entitled to receive payment equal to (i) his accrued but unpaid
salary for the period through the date of his resignation or termination, plus (ii) an amount equal to one and one-half times his annual
base salary, plus (iii) an amount equal to one and one-half times the amount of bonus he received during the previous calendar year,
plus (iv) reimbursement for premiums paid to continue Mr. Higashida's health, dental and vision insurance pursuant to the Consolidated
Omnibus Reconciliation Act of 1985 ("COBRA") until the of earlier of 18 months or the date on which Mr. Higashida becomes
eligible to participate in a group medical plan sponsored by any other employer. For purposes of Mr. Higashida's agreement, "good
reason" means (a) the material breach by the Company of any of its obligations under the agreement, (b) the change of Mr. Higashida's
office, title or responsibilities, or any action by us resulting in the material diminution of Mr. Higashida's position, duties
or authorities, or (c) the relocation of our principal executive offices or the requirement that Mr. Higashida relocate anywhere outside
of San Diego County, California, in each case without Mr. Higashida's written consent, and "cause" means Mr. Higashida's
(x) gross negligence, gross neglect or willful misconduct in the performance of his duties resulting in a material adverse effect on
us, (y) conviction for, deferred adjudication of or plea of no contest to a felony, or (z) material breach of any material provision
of the agreement.

 Also
under the agreement, if within 12 months following a change in control of the Company Mr. Higashida resigns for "good reason"
or his employment is terminated by us without "cause," Mr. Higashida is entitled to receive payment equal to (i) his accrued
but unpaid salary for the period through the date of his resignation or termination, plus (ii) the value of any accrued and unused paid
time off, plus (iii) an amount equal to two times the amount of bonus he received during the previous calendar year, plus (iv) reimbursement
for premiums paid to continue Mr. Higashida's health, dental and vision insurance pursuant to COBRA until the of earlier of 18
months or the date on which Mr. Higashida becomes eligible to participate in a group medical plan sponsored by any other employer.

 If
Mr. Higashida dies during the term of the agreement, Mr. Higashida's estate is entitled to receive payment equal to (i) Mr. Higashida's
accrued but unpaid salary for the period through the date of his death, plus (ii) the value of any accrued and unused paid time off,
plus (iii) a salary continuance for 12 months.

 If
Mr. Higashida becomes incapable of performing the duties and services required of him under the agreement on a full-time basis due to
accident, physical or mental illness, or other circumstance which renders him mentally or physically incapable, we may terminate Mr.
Higashida's employment for such disability. In such event, Mr. Higashida is entitled to receive the same payment as he would if
he were terminated without cause as described above.

 On
August 11, 2023, the Company entered into an employment agreement with Mr. Weaver in connection with his appointment as Chief Financial
Officer. Pursuant to the Employment Agreement, Mr. Weaver is entitled to an annual base salary of $225,000 and an annual cash bonus opportunity
("Annual Bonus"), with an annual target bonus opportunity equal to 50% of his base salary, based on the achievement of the
Company or individual performance goals that will be established by the Compensation Committee of the Board of Directors (the "Compensation
Committee"). Mr. Weaver is also eligible to receive a bonus for Fiscal Year 2023 at the exclusive discretion of the Chief Executive
Officer, Compensation Committee, and Board of Directors. Mr. Weaver is also eligible to participate in any equity compensation plan of
the Company, including the NuZee, Inc. 2023 Stock Incentive Plan, and to receive future equity awards at the Board of Directors'
discretion.

 In
addition, pursuant to the Employment Agreement, the Company granted to Mr. Weaver on the Commencement Date an award of options to purchase
6,000 shares of the Company's common stock. Subject to Mr. Weaver's continued employment, the options vest as follows: (i)
2,000 options shall vest upon the first anniversary of the Commencement Date; (ii) 2,000 options shall vest upon the second anniversary
of the Commencement Date; and (iii) 2,000 options shall vest upon the third anniversary of the Commencement Date. The options have an
exercise price of equal to the fair market value at the time of grant.

 In
addition, pursuant to the Employment Agreement, the Company granted and issued to Mr. Weaver on the Commencement Date 6,000 shares of
the Company's common stock (the "Restricted Shares"). Subject to Mr. Weaver's continued employment, the Restricted
Shares vest as follows: (i) 2,000 Restricted shall vest upon the first anniversary of the Commencement Date; (ii) 2,000 Restricted Shares
shall vest upon the second anniversary of the Commencement Date; and (iii) 2,000 Restricted Shares shall vest upon the third anniversary
of the Commencement Date.

to the Employment Agreement, if Mr. Weaver resigns for "good reason" or his employment is terminated by the Company without
"cause," each as defined in the Employment Agreement, Mr. Weaver is entitled to receive payment equal to (i) his accrued
but unpaid salary for the period through the date of his resignation or termination, plus (ii) an amount equal to one times his annual
base salary as then in effect, plus (iii) an amount equal to one times the amount of the Annual Bonus actually paid to Mr. Weaver for
the previous fiscal year, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination
occurs, plus (iv) reimbursement for premiums paid to continue Mr. Weaver's health, dental and vision insurance pursuant to the
Consolidated Omnibus Reconciliation Act of 1985 ("COBRA") until the earlier of 18 months or the date on which Mr. Weaver
becomes eligible to participate in a group medical plan sponsored by any other employer.

 Also
under the Employment Agreement, if within 12 months following a change in control of the Company, as defined in the Employment Agreement,
Mr. Weaver resigns for "good reason" or his employment is terminated by the Company without "cause," Mr. Weaver
is entitled to receive payment equal to (i) his accrued but unpaid salary for the period through the date of his resignation or termination,
plus (ii) an amount equal to one and one half times his annual base salary as then in effect, plus (iii) an amount equal to one and one
half times the amount of the Annual Bonus actually paid to Mr. Weaver for the previous fiscal year, prorated based on the number of days
actually worked in the fiscal year in which the effective date of termination occurs, plus (iv) reimbursement for premiums paid to continue
Mr. Weaver's health, dental and vision insurance pursuant to COBRA until the earlier of 18 months or the date on which Mr. Weaver
becomes eligible to participate in a group medical plan sponsored by any other employer.

 Restricted
Shares

 On
August 11, 2023, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors granted
to Randell Weaver, the Company's newly appointed Chief Financial Officer, in connection with his employment agreement, an award
of 6,000 restricted shares (the "Restricted Shares") of the Company's common stock under the 2023 Stock Incentive Plan.
These Restricted Shares vested as follows: (i) 2,000 Restricted Shares shall vest upon the first anniversary of the commencement date;
(ii) 2,000 Restricted Shares shall vest upon the second anniversary of the commencement date; and (iii) 2,000 Restricted Shares shall
vest upon the third anniversary of the commencement date. The Company recognized common stock compensation expense of $3,751 for the
year ended September 30, 2023 related to these Restricted Shares.

 On
March 15, 2023, the Company granted 58,619 performance-based restricted shares to executive officers, employees and consultants as part
of the 2013 Stock Incentive Plan and the 2019 Stock Incentive Plan. 50% of the Performance-Based Restricted Shares would vest, if at
all, in Fiscal Year 2023, based on the Company's achievement of a specified amount of cash on hand, sales growth, increased gross
margin, and reduced operating losses in Fiscal Year 2023, and the other 50% of the Performance-Based Restricted Shares will vest, if
at all, in Fiscal Year 2024, based on performance metrics to be set by the Board in its sole and absolute discretion. The performance
goals for Fiscal Year 2023 were not achieved and the Company recognized common stock compensation expense of $0 for the year ended September
30, 2023, related to these Restricted Shares.

 Grant
of Restricted Stock Awards to the Company's Independent Board Members

 On
March 17, 2022, pursuant to the Company's non-employee director compensation policy, the Compensation Committee (the "Committee")
of the Company's Board of Directors (the "Board") granted 674 restricted shares (the "Restricted Shares")
of the Company's common stock to each of the Company's five independent directors pursuant to the NuZee, Inc. 2013 Stock
Incentive Plan. The restricted shares vested in full on the one-year anniversary of the grant date, March 17, 2023.

 On
March 22, 2023, the Company granted 4,398 Restricted Shares of the Company's common stock to each of the Company's five independent
directors. The restricted shares are scheduled to vest in full on the one-year anniversary of the grant date, subject to each independent
director's continued service as a director of the Company.

 Benefits

 We
provide our employees with customary health care benefits. We provide no retirement benefits to employees or supplemental retirement
benefits to our executive officers.

 Outstanding
Equity Awards at September 30, 2023

 The
following table sets forth information regarding outstanding equity awards held by our named executive officers as of September 30, 2023:

 Option Awards

 Name

 Grant Date

 Number of Securities Underlying Unexercised Options Exercisable
 (#)

 Number of Securities Underlying Unexercised Options Unexercisable
 (#)

 Equity Incentive Plan
 Awards: Number of Securities Underlying Unexercised Unearned Options
 (#)

 Option
 Exercise Price
 ($)

 Option Expiration Date

 Masateru Higashida

 7/20/2017

 14,477

 —

 58.80

 7/20/2027

 7/2/2021

 —

 —

 12,811
 (1)

 109.20

 7/2/2031

 Randell Weaver

 8/16/2023

 —

 —

 6,000

 8.15

 8/16/2033

 Shana Bowman

 6/2/2021

 —

 114.45

 6/2/2031

 (1)

 Subject
 to Mr. Higashida's continued employment, the performance based options vest, if at all, in fiscal year 2024 based upon our
 achievement of a specified amount of earnings before income taxes.

 Potential
Payments Upon Termination or Change-in-Control

 We
have entered into agreements that require us to provide compensation to the named executive officers in the event of a termination of
employment or a change in control of our Company. These agreements provide that a change in control of our Company will occur if, among
other things, our stockholders approve the sale of substantially all of our assets.

 The
estimated amount of compensation payable to Mr. Higashida in the event of a termination of employment or a change in control of our Company
is listed in the table below, assuming that the termination and/or change in control of our Company occurred at September 30, 2023, the
last business day of our fiscal year, and that our common stock is valued at $7.20, the closing market price for our common stock on
September 30, 2023. Descriptions of the circumstances that would trigger payments or the provision of other benefits to these named executive
officers, how such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the
receipt of payments or benefits and other material factors regarding such agreements and plans, and other material assumptions that we
have made in calculating the estimated compensation, follow these tables.

 Payments and Benefits to Masa Higashida (1)

 for Cause or

 Without

 Cause or

 for Good

 Reason

 Death

 Disability

 Change in

 Control

 Change in

 Control and

 Without

 Cause or

 for Good

 Reason

 Severance

 $
 —

 $
 477,000

 $

 $

 $
 —

 $
 636,000

 Health and Dental Insurance

 $
 —

 $
 36,000

 $
 —

 $
 —

 $
 —

 $
 36,000

 Advisor Fees

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 Vesting of Restricted Stock

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 Vesting of Stock Options

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 Total

 $
 —

 $
 513,000

 $
 318,00

 $

 $
 —

 $
 672,000

 (1)

 The
 amounts set forth in the table above for Mr. Higashida assume that: Health and Dental Insurance is approximately $2,000 per month;
 and Restricted Stock that has not yet vested will vest upon termination by Company without Cause, termination by Executive for Good
 Reason or Termination upon a Change in Control, however no payments would be made directly to the employee. Currently outstanding
 stock options are all priced above the closing price on September 30, 2023.

 Payments and Benefits to Randell Weaver (1)

 for Cause

 or by

 Executive

 Without
 Cause or
 for Good

 Reason

 Death

 Disability

 Change in

 Control

 Change
 in

 Control and

 Without

 Cause or

 for Good

 Reason

 Severance

 $
 —

 $
 325,000

 $
 —

 $
 —

 $
 —

 $
 487,500

 Health and Dental Insurance

 $
 —

 $
 36,000

 $
 —

 $
 —

 $
 —

 $
 36,000

 Advisor Fees

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 Vesting of Restricted Stock

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 Vesting of Stock Options

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 Total

 $
 —

 $
 361,000

 $
 —

 $
 —

 $
 —

 $
 523,500

 (1)

 The
 amounts set forth in the table above for Mr. Weaver assume that: Health and Dental Insurance is approximately $2,000 per month; and
 Restricted Stock that has not yet vested will vest upon termination by Company without Cause, termination by Executive for Good Reason
 or Termination upon a Change in Control, however no payments would be made directly to the employee. Currently outstanding stock
 options are all priced above the closing price on September 30, 2023.

 Executive
Employment Agreements

 Masa
Higashida

to his employment agreement with us, if Mr. Higashida resigns for "good reason" or his employment is terminated by us without
"cause," each as defined in the agreement, Mr. Higashida is entitled to receive payment equal to (i) his accrued but unpaid
salary for the period through the date of his resignation or termination, plus (ii) an amount equal to one and one-half times his annual
base salary, plus (iii) an amount equal to one and one-half times the amount of bonus he received during the previous calendar year,
plus (iv) reimbursement for premiums paid to continue Mr. Higashida's health, dental and vision insurance pursuant to the Consolidated
Omnibus Reconciliation Act of 1985 ("COBRA") until the of earlier of 18 months or the date on which Mr. Higashida becomes
eligible to participate in a group medical plan sponsored by any other employer. For purposes of Mr. Higashida's agreement, "good
reason" means (a) the material breach by the Company of any of its obligations under the agreement, (b) the change of Mr. Higashida's
office, title or responsibilities, or any action by us resulting in the material diminution of Mr. Higashida's position, duties
or authorities, or (c) the relocation of our principal executive offices or the requirement that Mr. Higashida relocate anywhere outside
of San Diego County, California, in each case without Mr. Higashida's written consent, and "cause" means Mr. Higashida's
(x) gross negligence, gross neglect or willful misconduct in the performance of his duties resulting in a material adverse effect on
us, (y) conviction for, deferred adjudication of or plea of no contest to a felony, or (z) material breach of any material provision
of the agreement.

 Also
under the agreement, if within 12 months following a change in control of the Company Mr. Higashida resigns for "good reason"
or his employment is terminated by us without "cause," Mr. Higashida is entitled to receive payment equal to (i) his accrued
but unpaid salary for the period through the date of his resignation or termination, plus (ii) the value of any accrued and unused paid
time off, plus (iii) an amount equal to two times the amount of bonus he received during the previous calendar year, plus (iv) reimbursement
for premiums paid to continue Mr. Higashida's health, dental and vision insurance pursuant to COBRA until the of earlier of 18
months or the date on which Mr. Higashida becomes eligible to participate in a group medical plan sponsored by any other employer.

 If
Mr. Higashida dies during the term of the agreement, Mr. Higashida's estate is entitled to receive payment equal to (i) Mr. Higashida's
accrued but unpaid salary for the period through the date of his death, plus (ii) the value of any accrued and unused paid time off,
plus (iii) a salary continuance for 12 months.

 If
Mr. Higashida becomes incapable of performing the duties and services required of him under the agreement on a full-time basis due to
accident, physical or mental illness, or other circumstance which renders him mentally or physically incapable, we may terminate Mr.
Higashida's employment for such disability. In such event, Mr. Higashida is entitled to receive the same payment as he would if
he were terminated without cause as described above.

 Upon
termination without cause, the Company shall be liable for payment of the accrued obligations through and including the effective date
of termination. In addition, (A) Company shall pay Employee (i) a lump sum equal to one times Employee's base salary as then in
effect, and (ii) an amount equal to one times the amount of the annual bonus actually paid to Employee for the fiscal year immediately
prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of days actually worked in the
fiscal year in which the effective date of termination occurs (calculated as the annual bonus that was actually paid to Employee for
the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the
numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs,
and the denominator of which is equal to the total number of days in such year), in each case payable on Company's first regular
pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective
date of termination and ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee
for any premiums that Employee pays pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 and/or sections 601 through
608 of COBRA to continue coverage in the Company's health insurance program for active employees in which Employee and Employee's
dependents participated immediately prior to the effective date of termination, including major medical, dental, and vision, but excluding
any self-funded group health plans.

 In
the event that Employee terminates this Agreement by resigning for good reason, in addition to payment of the accrued obligations, (A)
Company shall pay Employee (i) a lump sum equal to one times Employee's base salary as then in effect, and (ii) an amount equal
to one times the amount of the annual bonus actually paid to Employee for the fiscal year immediately prior to the fiscal year in which
the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which the effective
date of termination occurs (calculated as the annual bonus that was actually paid to Employee for the fiscal year immediately prior to
the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal to the number
of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal
to the total number of days in such year), in each case payable on Company's first regular pay date that is on or after the 60th
day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the
date that is 18 months after the effective date of termination, Company shall reimburse Employee for the COBRA premium.

 If
Employee terminates his employment with good reason or Company terminates Employee's employment without Cause within twelve (12)
months following a Change in Control, then in addition to payment of the accrued obligations, (A) Company shall pay Employee (i) a lump
sum equal to one and a half (1.5) times Employee's base salary as then in effect, and (ii) an amount equal to one and a half (1.5)
times the amount of the annual bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal
year in which the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which
the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately
prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal
to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of
which is equal to the total number of days in such year), in each case payable on Company's first regular pay date that is on or
after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and
ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee for the COBRA Premium

 "Good
Reason" shall mean (1) the material breach of any of Company's obligations under this Agreement without Employee's
written consent; (2) the change of Employee's title or the assignment to Employee of any duties that materially adversely alter
the nature or status of Employee's office, title, and responsibilities, including reporting responsibilities, or action by Company
that results in the material diminution of Employee's position, duties or authorities, from those in effect immediately prior to
such change in title, assignment or action, in each case, without Employee's written consent; or (3) in the event that Employee
and Company cannot agree on a relocation package, the relocation of the Employee's principal place of employment, except for required
travel on Company's business to an extent substantially consistent with Employee's obligations. To constitute Good Reason,
Employee is required to provide notice to Company of the existence of the conditions constituting Good Reason within a period not to
exceed ninety (90) days from the initial existence of the condition and Company must be provided a period of at least 30 days during
which it may remedy the condition.

 Restricted
Stock Agreements

 When
we make grants of restricted stock to our executive officers, including the named executive officers, we enter into Restricted Stock
Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change
in control of our Company.

 If
an executive officer is terminated by the Company without cause, all restricted shares which have not become vested shall vest, and the
period of restriction with respect to such restricted shares shall lapse, as of the date of the termination of participant by the Company
without Cause.

 In
the event of a change in control at any time on or after the grant date, provided participant has not ceased to be an executive officer
from the date of grant through the effective date of the change in control, all restricted shares which have not become vested shall
vest, and the period of restriction with respect to such restricted shares shall lapse as of the effective date of the change in control.

 Stock
Option Agreements

 When
we make grants of stock options to our executive officers, including named executive officers, we enter into Stock Option Agreements
with such executive officers that contain provisions that are triggered upon a termination of an executive officer of a change in control
of our Company.

 No
additional shares shall vest after the date of termination of an optionee's relationship, but the option shall continue to be
exercisable with respect to that number of shares that have vested as of the date on which optionee's relationship
terminates.

 Provided
optionee's relationship has not terminated from the grant date through the effective date of a change in control, the right to
exercise the option shall accelerate automatically and vest in full effective as of immediately prior to the consummation of such a change
in control unless the option is to be assumed by the acquiring or successor entity or new options or new incentives are to be issued
in exchange therefor.

of Non-Employee Directors for Fiscal 2023

 The
following table sets forth information regarding the compensation received by each of our directors during 2023:

 Name

 Fees

Earned or
 Paid in

Cash

 Stock

 Awards (1)

 Option

 Awards (1)

 Total

 Kevin J. Conner

 $
 72,000

 $
 50,000

 $
 —

 $
 122,000

 Tracy Ging (2)

 $
 56,000

 $
 —

 $
 —

 $
 56,000

 J. Chris Jones

 $
 62,000

 $
 50,000

 $
 —

 $
 112,000

 Nobuki Kurita

 $
 62,000

 $
 50,000

 $
 —

 $
 112,000

 David G. Robson

 $
 62,000

 $
 50,000

 $
 —

 $
 112,000

 (1)

 On
 March 22, 2023, the Company granted 4,398 Restricted Shares of the Company's common stock to each of the Company's five
 independent directors. The restricted shares are scheduled to vest in full on the one-year anniversary of the grant date, subject
 to each independent director's continued service as a director of the Company. No options were granted during the fiscal year.

 (2)

 On
 September 5, 2023 Tracy Ging notified the Company of her resignation from the Board of Directors. The restricted stock award granted
 on March 17, 2023 was forfeited upon her resignation.

 In
January 2022, the Board adopted and approved a new director compensation policy (the "Director Compensation Policy") pursuant
to which the Company provides the following compensation to its non-employee Board members: (i) annual cash compensation of $50,000,
effective as of October 1, 2021 and payable quarterly in advance; (ii) payment to each Board member of reasonable out-of-pocket expenses
for travel costs to attend Board meetings; (iii) beginning with the 2022 Annual Meeting, annual grants of restricted shares of common
stock with an aggregate grant date fair value of $50,000 to each Board member upon such Board member's election or re-election,
as applicable, to the Board at each annual meeting of stockholders, and (iv) annual payments to the Audit Committee Chair, Compensation
Committee Chair and Nominating and Corporate Governance Committee Chair of $10,000, $7,500 and $5,000, respectively. Pursuant to the
Director Compensation Policy, in fiscal year 2022, each of Ms. Ging and Messrs. Conner, Jones, Kurita and Robson was granted 674 restricted
shares of Common Stock upon their re-election to the Board at the 2022 Annual Meeting.

 As
set forth in the Corporate Governance Guidelines, directors who are also employees of the Company will not be paid for Board membership
in addition to their regular employee compensation. Accordingly, Mr. Higashida does not receive separate compensation for his service
as a director of the Company.

 Stock
Options

 During
the fiscal year ended September 30, 2023, the Company granted 6,000 new stock options at an exercise price of $8.15 to an employee. These
options shall vest and become exercisable one-third on each anniversary of the grant date. The options will expire ten years from the
grant date, unless terminated earlier as provided by the option agreements.

 The
fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model using the assumptions
noted as follows: expected volatility was based on the volatility of a peer group of companies for the year ended September 30, 2023.
For the year ended September 30, 2023, the expected term of options granted was determined using the simplified method under SAB 107
which represents the mid-point between the vesting term and the contractual term. The risk-free rate is calculated using the U.S. Treasury
yield curve and is based on the expected term of the option.

Recovery Policy

 On
January 20, 2023, our Board of Directors adopted a NuZee, Inc. Incentive-Based Compensation Clawback Policy ("Clawback Policy"),
which provides for the clawback of certain compensation in the event that the Company is required to prepare an accounting restatement
due to the material noncompliance of the Company with any financial reporting requirements. The Clawback Policy is a supplement to any
other clawback policies in effect now or in the future at the Company. The Incentive-Based Compensation subject to clawback is the Incentive-Based
Compensation Received during the three completed fiscal years immediately preceding the date that the Company is required to prepare
an accounting restatement.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Equity
Compensation Plan Information

 Our
Board has adopted the 2013 Plan, the 2019 Plan, and the 2023 Plan for the purposes of promoting the long-term success of the Company
and the creation of stockholder value. Our stockholders have approved the adoption of the 2013 Plan, the 2019 Plan, and the 2023 Plan.
The 2013 Plan provides for the grant of stock options, restricted share awards, and stock appreciation rights. The 2013 Plan expires
in October 2023. The 2019 and 2023 Plans provides for the grant of stock options and restricted shares.

 The
following table sets forth information concerning the 2013 Plan, the 2019 Plan, and the 2023 Plan as of September 30, 2023:

 Plan Category

 Number
 of

 securities to be

 issued upon

 exercise of

 outstanding

 options, warrants

 and rights (a)

 Weighted-

 average

 exercise

 price of

 outstanding

 options,

 warrants

 and
 rights (b)

 Number
 of

 securities

 remaining

 available for

 future issuance

 under equity

 compensation

 plans (excluding

 securities

 reflected in

 column (a)) (c)

 Equity compensation plans approved by security holders

 96,458

 $
 150.39

 75,010

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 96,458

 $
 150.39

 75,010

 Management
and Directors

 The
following table sets forth certain information regarding the beneficial ownership of our common stock as of June 6, 2024 by: (i) each
director and nominee for director; (ii) each of the named executive officers named in the Summary Compensation Table set forth above;
and (iii) all of the directors, nominees and executive officers as a group.

 Except
as otherwise indicated, all shares are owned directly, and the percentage shown is based on 1,298,414 shares of Common Stock issued and
outstanding on June 6, 2024.

 Name of Beneficial Owner

 Shares of

 Common Stock Beneficially

 Owned

 Percent of

 Common Stock Beneficially

 Owned

 Randell Weaver

 6,000

 0.5
 %

 J. Chris Jones (2)

 11,596

 0.9
 %

 David G. Robson (2)

 11,596

 0.9
 %

 Yanli Hou

 0.0
 %

 Jianshuang Wang

 0.0
 %

 Changzheng Ye

 0.0
 %

 All directors, nominees and executive officers as a group (6 persons)

 29,192

 2.3
 %

 (1)

 Includes
 (a) 405 shares of Common Stock owned by NuZee Co., Ltd., an entity of which Mr. Higashida is the majority owner, and (b) options
 to purchase 14,477 shares of Common Stock that may be exercised within 60 days of June 6, 2024.

 (2)

 Includes
 options to purchase 6,524 shares of Common Stock that may be exercised within 60 days of June 6, 2024.

 Other
Beneficial Owners

 The
following table sets forth certain information regarding beneficial ownership by other persons known to us to own more than 5% of our
outstanding common stock as of June 6, 2024 based on 1,298,414 shares of common stock outstanding as of such date.

 Amount
 and Nature of Beneficial Ownership

 Name
 and Address of

 Voting
 Power

 Investment
 Power

 Percent
 of

 Beneficial
 Owner

 Sole

 Shared

 Sole

 Shared

 Aggregate

 Class

 Sooncha Kim,

 8/F., Nihombashi MM Bldg., 3-5-12
 Nihombashi, Chou-Ki, 103-0027, Tokyo, Japan

 115,567

 —

 —

 115,567

 8.9
 %

 Future Science and Technology
 Co. Ltd. of CHAOYANG District, YI AN MEN 37-111, 100000, Beijing, China. (1)

 165,860

 —

 —

 165,860

 11.3
 %

 Xiang Zhang of Room 507-1,
 Building 2, No. 3, Liansheng Road, Wuchang Street, Yuhang District, Hangzhou City, Zhejiang Province, China. (2)

 276,434

 —

 —

 276,434

 17.6
 %

 1. Based upon the beneficial ownership report on
Schedule 13G filed with the SEC on May 6, 2024, and (i) 1,298,414 shares of common
stock issued and outstanding; (ii) a convertible note initially convertible into 82,930 shares of common stock beneficially owned by
the reporting person; and (iii) a warrant exercisable to purchase 82,930 shares of common stock beneficially owned by the reporting
person.

 2. Based upon the beneficial ownership
report on Schedule 13G filed with the SEC on May 6, 2024, and (i) 1,298,414 shares
of common stock issued and outstanding; (ii) a convertible note initially convertible into 138,217 shares of common stock
beneficially owned by the reporting person; and (iii) a warrant exercisable to purchase 138,217 shares of common stock beneficially
owned by the reporting person.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Certain
Relationships and Related Transactions

 Except
as set forth below, other than the director and executive officer compensation, there has not been any transaction or series of transactions
since October 1, 2020, nor is there any currently proposed transaction, in which:

 we
 have been or are to be a participant;

 the
 amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) 1% of the average of the Company's total assets
 at year-end for the last two completed fiscal years; and

 any
 of our directors, executive officers or, to our knowledge, beneficial owners of 5% or more of our capital stock, or any immediate
 family member of or person sharing the household with any of these individuals or entities, had or will have a direct or indirect
 material interest.

 Mr.
Sooncha Kim, who beneficially owns approximately 8.9% of our Common Stock (based on total shares outstanding as of June 6, 2024 and information
reported on Schedule 13G filed with the SEC on February 7, 2023), purchased 24,286 shares of Common Stock for an aggregate purchase price
of approximately $697,000 on August 10, 2022 in our underwritten public offering (the "Registered Offering") of Common Stock,
which we completed pursuant to an Underwriting Agreement dated as of August 7, 2022 and a prospectus supplement to our effective shelf
registration statement on Form S-3 (Registration No. 333-248531). Mr. Sooncha Kim purchased shares of Common Stock in the Registered
Offering from the underwriter on the same terms as all other investors participating in the Registered Offering. The Board pre-approved
Mr. Sooncha Kim's purchase of shares of Common Stock in the Registered Offering in accordance with our Related Party Transaction
Policy.

 In
November, 2023, Mr. Sooncha Kim also purchased 46,800 shares of Common Stock and warrants to purchase an additional 5,200 shares for
an aggregate purchase price of approximately $130,000 in a Private Placement transaction. The Board pre-approved Mr. Sooncha Kim's
purchase of shares of Common Stock and warrants in accordance with our Related Party Transaction Policy.

 Independence
of Members of the Board

 We
require that a majority of our Board be independent in accordance with the rules of the Nasdaq Capital Market. Our Board has undertaken
a review of the independence of our directors and considered whether any director has any direct or indirect material relationship with
us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result
of this review, our Board has affirmatively determined that Messrs. Conner, Jones, Kurita and Robson, representing four of our five current
directors, all of whom served on the Board throughout fiscal year 2023, are "independent directors" as defined under SEC
rules and the listing standards of the Nasdaq Capital Market. All of the current members of the Board's committees are also independent
under such standards. The Board acts independently of management and regularly holds independent director sessions of the Board without
members of management present. Mr. Higashida is not considered independent due to his service as an executive officer of the Company.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit
and Non-Audit Fees

 The
following table presents fees billed for professional audit services rendered by MaloneBailey for the audit of our annual financial statements
for the fiscal years ended September 30, 2023 and 2022, and fees billed for other services rendered by MaloneBailey during those periods.

 Fee Category

 Fiscal Year 2023

 Fiscal Year 2022

 Audit Fees (1)

 $
 258,250

 $
 202,684

 Tax Fees (2)

 2,060

 12,360

 Audit-Related Fees (3)

 $
 20,300

 $
 79,000

 All Other Fees (4)

 —

 —

 Total Fees

 $
 280,610

 $
 294,044

 (1)

 Audit
 fees consist of fees billed for professional services rendered for the audit of our Company's financial statements and review
 of our interim financial statements included in quarterly reports and services that are normally provided by our auditors in connection
 with statutory and regulatory filings or engagements.

 (2)

 Tax
 fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.

 (3)

 Audit
 related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit
 or review of our financial statements and are not reported under "Audit Fees."

 (4)

 All Other Fees consist of the aggregate fees billed in each
of the last two fiscal years for the products and services provided by our auditors, other than the products and services included in
Audit Fees, Tax Fees, and Audit-Related Fees.

 The
Audit Committee has concluded that the provision of the non-audit services listed above was compatible with maintaining the independence
of MaloneBailey, and all such services were approved by the Audit Committee.

 Pre-Approval
Policies and Procedures

 The
Audit Committee's policy is to pre-approve all audit and other services rendered by our independent registered public accounting
firm, subject to de minimis exceptions for non-audit services set forth in the applicable rules of the SEC. In fiscal year 2023, our
independent registered public accounting firm was not engaged to perform any non-audit services, except for a minimal amount of tax services.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)(3)
Exhibits

 Exhibit

 No.

 Description

 1.1

 Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on October 20, 2023, SEC File Number 001-39338).

 3.1

 Articles of Incorporation of the Company, dated July 15, 2011 (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on December 23, 2022, SEC File Number 001-39338).

 3.2

 Certificate of Amendment to Articles of Incorporation of the Company, dated May 6, 2013 (incorporated by reference to Exhibit 3.01(b) to the Company's Current Report on Form 8-K filed on April 25, 2013, SEC File Number 333-176684).

 3.3

 Certificate of Amendment to Articles of Incorporation of the Company, dated October 28, 2019 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on October 28, 2019, SEC File Number 000-55157).

 3.4

 Third Amended and Restated Bylaws of the Company, effective March 17, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 23, 2022, SEC File Number 001-39338).

 4.1

 Description of Securities (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on December 23, 2022, SEC File Number 001-39338).

 4.3

 Series A Warrant Agent Agreement (including the terms of the Series A Warrant) (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 23, 2021, SEC File Number 001-39338).

 4.4

 Series B Warrant Agent Agreement (including the terms of the Series B Warrant) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on March 23, 2021, SEC File Number 001-39338).

 4.5

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 15, 2022, SEC File Number 001-39338).

 4.6

 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 15, 2023, SEC File Number 001-39338).

 10.3

 NuZee, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 filed on November 12, 2019, SEC File Number 333-234643).

 10.4

 NuZee, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 filed on November 12, 2019, SEC File Number 333-234643).

 10.5

 Multi-Tenant Industrial Triple Net Lease, dated May 9, 2019 by and between NuZee, Inc. and Icon Owner Pool I Texas LLC (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1/A filed on March 10, 2020, SEC File Number 333-234643).

 10.7

 Form of Stock Option Agreement (2013 Stock Incentive Plan) (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K filed on December 28, 2020, SEC File Number 001-39338).

 10.8

 Form of Stock Option Agreement (2019 Stock Incentive Plan) (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed on December 28, 2020, SEC File Number 001-39338).

 10.9

 Form of Restricted Stock Award Agreement under the NuZee, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 15, 2021, SEC File Number 001-39338).

 10.12

 Form
 of Stock Option Agreement under the NuZee, Inc. 2019 Stock Incentive Plan (Performance-Based) (incorporated by reference to Exhibit
 10.3 to the Company's Current Report on Form 8-K filed on July 7, 2021, SEC File Number 001-39338).

 10.14

 Form
 of Stock Option Agreement under NuZee, Inc. 2013 Stock Incentive Plan (Time-Based) (incorporated by reference to Exhibit 10.2 to
 the Company's Quarterly Report on Form 10-Q filed on February 11, 2022, SEC File Number 001-39338).

 10.15

 Form
 of Stock Option Agreement under NuZee, Inc. 2013 Stock Incentive Plan (Performance-Based) (incorporated by reference to Exhibit 10.3
 to the Company's Quarterly Report on Form 10-Q filed on February 11, 2022, SEC File Number 001-39338).

 10.16

 Form
 of Restricted Stock Award Agreement under the NuZee, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to
 the Company's Quarterly Report on Form 10-Q filed on February 11, 2022, SEC File Number 001-39338).

 10.17

 Description
 of Registrant's Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Company's
 Annual Report on Form 10-Q filed on May 12, 2022, SEC File Number 001-39338).

 10.19

 Second
 Amended and Restated Employment Agreement, dated as of November 4, 2022, by and between NuZee, Inc. and Shana Bowman (incorporated
 by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 4, 2022, SEC File Number 001-39338).

 10.20

 Employment
 Agreement, dated as of August 16, 2023, by and between NuZee, Inc. and Randell Weaver (incorporated by reference to Exhibit 10.20 of the Company's Form 10-K (File
No. 001-39338), filed with the SEC on January 16, 2024).

 10.21

 Third
 Amended and Restated Employment Agreement, dated as of August 16, 2023, by and between NuZee, Inc. and Shana Bowman
 (incorporated by reference to Exhibit 10.21 of the Company's Form 10-K (File
No. 001-39338), filed with the SEC on January 16, 2024).

 21.1

 Subsidiaries
 of NuZee, Inc. (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K filed on December 23,
 2022, SEC File Number 001-39338).

 23.1

 Consent of MaloneBailey, LLP, independent registered public accounting firm (incorporated by reference to Exhibit 23.1 of the Company's Form 10-K (File No. 001-39338), filed with the SEC on January 16, 2024).

 31.1

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 of the Company's Form 10-K (File No. 001-39338), filed with the SEC on January 16, 2024).

 31.2

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 of the Company's Form 10-K (File No. 001-39338), filed with the SEC on January 16, 2024).

 31.3*

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.4*

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 of the Company's Form 10-K (File No. 001-39338), filed with the SEC on January 16, 2024).

 32.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 of the Company's Form 10-K (File No. 001-39338), filed with the SEC on January 16, 2024).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed or furnished herewith.

Indicates management contract or compensatory plan.

 +
Certain schedules to this agreement have been omitted pursuant to Item 601 of Regulation S-K. A copy of any omitted schedule will be
furnished supplementally to the Securities and Exchange Commission upon request.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No.
1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 NUZEE,
 INC.

 Dated:
 June 14, 2024

 By:

 /s/
 Randell Weaver

 Name:

 Title:

 Co-Chief
 Executive Officer, President, Chief Operating Officer, Chief Financial Officer Secretary, and Treasurer (Co- Principal
 Executive Officer and Principal Financial Officer and Principal Accounting Officer)

 By:

 /s/
 Jianshuang Wang

 Name:

 Jianshuang
Wang

 Title:

 Co-Chief
Executive Officer, Director (Co- Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Randell Weaver

 June

 Co-Chief
 Executive Officer, President, Chief Operating Officer, Chief Financial Officer Secretary, and Treasurer (Co- Principal
 Executive Officer and Principal Financial Officer and Principal Accounting Officer)

 /s/
 Jianshuang Wang

 June

 Jianshuang
 Wang

 Co-Chief
 Executive Officer, Director (Co- Principal Executive Officer)

 /s/
 J. Chris Jones

 June

 J.
 Chris Jones

 /s/
 David G. Robson

 June

 David
 G. Robson

 /s/
 Yanli Hou

 June

 Yanli
 Hou

 /s/
 Changzheng Ye

 June

 Changzheng
 Ye