1-for-20,000 reverse split and name change at Livento Group (OTC: NUGN)

Rhea-AI Filing Summary

Livento Group, Inc. is implementing a major 1-for-20,000 reverse stock split of its common stock following prior stockholder approval and board authorization. The split was made effective with Delaware on December 30, 2025, and the company’s shares began trading on a split-adjusted basis under the temporary symbol NUGND on that date, with a further symbol change to LIVG expected on January 28, 2026. According to FINRA’s notice, pre-split shares of 4,339,753,594 were consolidated into 216,988 post-split shares, with a new CUSIP of 67052F201. The company’s name has been changed to LIVENTO GROUP INC, while the authorized share count, par value, and voting rights remain unchanged.

No fractional shares will be issued; most fractional positions will be rounded up to the next whole share, while shares under the Equity Incentive Plan will be rounded down. The company’s transfer agent, Equity Stock Transfer LLC, will handle the exchange, and stockholders holding in street name or book-entry form are not required to take action for their holdings to reflect the reverse split.

Insights

Capital markets and corporate actions analyst

Livento executes a very large reverse split and rebrands without changing total authorization or rights.

The company has consolidated its common stock at a steep 1-for-20,000 ratio, shrinking pre-split shares of 4,339,753,594 to 216,988. Such a large reverse split primarily changes the share count and per-share price mechanics rather than underlying economics, especially since the authorized shares and par value are unchanged. The action follows prior stockholder approval and board selection of the final ratio, indicating the governance steps were observed.

The filing also confirms a rebranding: NuGene International, Inc. is now LIVENTO GROUP INC, with trading moving from the NUGN symbol to temporary NUGND and then to LIVG on January 28, 2026. Fractional shares will mostly be rounded up, which slightly favors small holders, while plan shares are rounded down. Operationally, book-entry and street-name holders do not need to act, as the transfer agent and intermediaries will adjust positions automatically.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2026

Livento Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-56457		49-3999052
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

17 Stete Street, Suite 4000, NY 10004

(Address of Principal Executive Office) (Zip Code)

980-432-8241

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		NUGND		OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.03. Material Modification To Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated by reference herein in response to this Item.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 5, 2025, Livento Group, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting"). As disclosed on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission, at the Special Meeting, the Company's stockholders approved a proposal to authorize a reverse stock split of its outstanding Common Stock, par value $0.0001 per share (the "Common Stock"), at a ratio of not more than 1-for-20,000, at the discretion of the Company's board of directors (the "Board"). The Board approved the one-for-twenty (1-for-20,000) reverse stock split ratio. Accordingly, on May 5, 2025, the Company filed Certificate of Amendment (the "Amendment") to its Second Amended and Restated Certificate of Incorporation (as amended to date, the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to effect a one-for-twenty (1-for-20,000) reverse stock split (the "Reverse Stock Split") of its Common Stock, which has become effective on December 30, 2026 and will trade with the new symbol "LIVG" commencing January 28, 2026.

As a result of the Reverse Stock Split, at the Effective Time, every twenty thousand (20,000) shares of the Company's pre-Reverse Stock Split Common Stock will combine and automatically become one (1) share of Common Stock.

The official notice from FINRA states:

The announcement of the Reverse Split, Name & Symbol Change for NuGene International, Inc. (NUGN)has been announced on our Daily List on 12/29/2025. This corporate action will take effect at the open of business on 12/30/2025.

• 1 for 20,000 Reverse Split
• Current CUSIP: 67052F102 - please confirm that the current CUSIP has already been suspended.
• New CUSIP: 67052F201
• Pre-split shares: 4,339,753,594
• Post-split shares: 216,988
• New Name: LIVENTO GROUP INC
• New Symbol: NUGND - after 20 business days, the symbol will be changed to LIVG.
• Daily list announcement date: 12/29/2025
• Market effective date: 12/30/2025

The Company's Common Stock is expected to begin trading with the new symbol "LIVG",on a split-adjusted basis when OTC Markets opens for trading on January 28, 2026. The Reverse Stock Split will not change the authorized number of shares or the par value of the Common Stock nor modify any voting rights of the Common Stock.

No fractional shares will be issued in connection with the Reverse Stock Split. Except for shares issued under the Equity Incentive Plan, for which fractional shares resulting from the Reverse Stock Split will be rounded down to the next whole share, fractional shares of Common Stock resulting from the Reverse Stock Split will be rounded up to the next whole share.

The Company's transfer agent, Equity Stock Transfer LLC, is acting as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker's particular processes, and will not otherwise be required to take any action in connection with the Reverse Stock Split.

The foregoing description is qualified in its entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibit

EXHIBIT 3.1 Certificate of Amendment Restated Certificate of Incorporation, filed May 5, 2025

/s/ David Stybr
David Stybr
President Livento Group Inc.
(formerly NuGene International, Inc.)

FAQ

What reverse stock split did Livento Group (NUGN) approve and implement?

Livento Group implemented a 1-for-20,000 reverse stock split of its common stock, so every 20,000 pre-split shares automatically converted into one post-split share.

How did Livento Groups share count change after the 1-for-20,000 reverse split?

FINRAs notice states that pre-split shares of 4,339,753,594 were consolidated into 216,988 post-split shares following the reverse stock split.

What are the new name, CUSIP, and trading symbols for Livento Group (formerly NuGene International, Inc.)?

The companys new name is LIVENTO GROUP INC, with a new CUSIP of 67052F201. The symbol changed to NUGND at the market effective date, and is expected to change to LIVG on January 28, 2026.

Did Livento Groups reverse stock split change authorized shares, par value, or voting rights?

No. The reverse stock split does not change the authorized number of shares, the par value of the common stock, or the voting rights associated with the common stock.

How are fractional shares handled in Livento Groups reverse stock split?

No fractional shares will be issued. For most holders, fractional shares are rounded up to the next whole share, while fractional shares under the Equity Incentive Plan are rounded down to the next whole share.

Do Livento Group stockholders need to take any action for the reverse split?

Registered holders in book-entry form do not need to act; their accounts will be updated automatically. Holders via brokers, banks, or other nominees will have positions adjusted under those intermediaries processes.