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): January 15, 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 |
|
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 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 the Company expects will become effective on January 28, 2026 (the "Effective Time").
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 Company's Common Stock is expected to begin trading on a split-adjusted basis when OTCM Markets opens for trading on January 28, 2026. The Common Stock will trade on OTC Markets under the new symbol "LIVG", but with a new CUSIP number. 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 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.)
