Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Randell Weaver Amendment and Restated Employment Agreement

On April 26, 2024, NuZee, Inc. (the "Company") and Randell Weaver, President, Chief Financial Officer, and Chief Operating Officer of the Company, entered into an Amended and Restated Employment Agreement (the "First Amended and Restated Employment Agreement"). The First Amended and Restated Employment Agreement amends and restates, and replaces in its entirety, the Employment Agreement between the Company and Mr. Weaver that was effective as of August 16, 2023 (the "Original Employment Agreement"). In accordance with terms of the Original Employment Agreement, the Company's Board of Directors (the "Board") unanimously approved the First Amended and Restated Employment Agreement upon the recommendation of the Compensation Committee of the Board (the "Compensation Committee").

Pursuant to the First Amended and Restated Employment Agreement, among other things, (a) Mr. Weaver holds the offices of both Chief Financial Officer and Chief Operating Officer of the Company, (b) Mr. Weaver's annual base salary will be increased to $325,000 ("Increased Base Salary"), (c) Mr. Weaver will be eligible to receive a one-time cash bonus, minus all applicable withholdings and deductions, equal to the difference between (i) Mr. Weaver's aggregate Base Salary actually paid between December 6, 2023 and April 26, 2024 (the "Bonus Measurement Period") and (ii) Mr. Weaver's aggregate Base Salary had the Increased Base Salary been in effect through the Bonus Measurement Period, and (d) Mr. Weaver will be eligible to receive additional restricted shares of the Company ("Restricted Shares") upon the occurrence of a Company liquidity event. Such Restricted Shares will be equal to 2.5% equity in the Company at the price of such Company liquidity event.

This summary is qualified in its entirety by reference to the First Amended and Restated Employment Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.