Livento Group (NUGN) issues 40,000,000 to settle 2022 liability

Rhea-AI Filing Summary

Livento Group, Inc. reported that on September 5, 2025 it entered into a material definitive agreement under which it issued 40,000,000 as a settlement of a 2022 liability. The liability had been assigned to Conelia Management LTD on August 20, 2025, and the issuance was made to resolve that obligation.

This action converts a past liability from 2022 into an equity-based settlement instead of a cash payment, changing the mix of obligations on Livento Group’s balance sheet while addressing an older claim.

Insights

Capital structure and disclosure analyst

Livento settles a 2022 liability by issuing 40,000,000, shifting the obligation into equity form.

The company states that on September 5, 2025 it issued 40,000,000 as a settlement of a 2022 liability, which had been assigned to Conelia Management LTD on August 20, 2025. This indicates a move to resolve an older obligation through an issuance rather than a cash payment, affecting the composition of liabilities and owners’ claims.

The overall impact depends on the company’s existing capital base and how this 40,000,000 compares to outstanding interests, which is not detailed in this excerpt. Subsequent periodic reports and ownership disclosures may provide more clarity on how this settlement changes Livento’s capital structure and the concentration of holdings associated with Conelia Management LTD.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 1, 2025

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		NUGN		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 1.01. Entry into a Material Definitive Agreement.

On September 5, 2025 the company issued 40,000,000 as a settlement for 2022 liability that was assigned to Conelia Management LTD on August 20, 2025.

/s/ David Stybr

David Stybr

President Livento Group Inc.

(formerly NuGene International, Inc.)

FAQ

What material agreement did Livento Group (NUGN) enter into in September 2025?

Livento Group entered into a material definitive agreement on September 5, 2025 under which it issued 40,000,000 as a settlement of a 2022 liability.

How many units did Livento Group (NUGN) issue to settle the 2022 liability?

Livento Group issued 40,000,000 as part of the settlement of a 2022 liability described in the agreement dated September 5, 2025.

Which party was assigned Livento Group’s 2022 liability before the settlement?

The 2022 liability was assigned to Conelia Management LTD on August 20, 2025 before being settled through the issuance of 40,000,000.

What period does the liability settled by Livento Group (NUGN) relate to?

The settlement relates to a 2022 liability that Livento Group resolved by issuing 40,000,000 under an agreement dated September 5, 2025.

Who signed the report for Livento Group (NUGN)?

The report was signed by David Stybr, identified as President of Livento Group, Inc.