[8-K] Livento Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Livento Group, Inc. (NUGN) reported it issued 1,000,000,000 common shares to its Chief Investment Officer, Michael Gregory Max Henriksen, on August 26, 2025. The shares were priced at $0.001 per share for a total purchase price of $1,000,000, pursuant to a Subscription Agreement dated August 19, 2025, which is included as Exhibit 1.0.

The filing is presented under Item 5.02 and notes the company’s common stock trades on OTC Pink under the symbol NUGN.

Insights

Equity capital markets analyst

Large insider share issuance at a fixed price of $0.001 per share.

Livento Group disclosed the issuance of 1,000,000,000 common shares to its CIO at $0.001 per share, totaling $1,000,000, executed under a Subscription Agreement dated August 19, 2025 and issued on August 26, 2025.

This transaction introduces a sizable new block of shares held by a company officer. Potential effects on ownership concentration and per-share metrics depend on the existing share base, which is not provided in the excerpt.

The exhibit reference indicates formal documentation of terms. Actual market impact depends on broader capital structure details and trading dynamics not included here.

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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 30, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Livento Group Inc. On August 26, 2025 isssued one billion common shares (1,000,000,000) to its CIO (chief investment officer), MICHAEL GREGORY MAX HENRIKSEN. The shares are being offered at $0.001 per share for a total purchase price of $1,000,000.00. This issuance is made with a SUBSCRIPTION AGREEMENT dated August 19, 2025 between Livento and HENRIKSEN. A copy of the SUBSCRIPTION AGREEMENT is attached as EXHIBIT 1.0

Item 9.01 Financial Statements and Exhibit

EXHIBIT 1.0	SUBSCRIPTION AGREEMENT
EXHIBIT 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

/s/ David Stybr

David Stybr

President Livento Group Inc.

(formerly NuGene International, Inc.)

FAQ

What did Livento Group (NUGN) announce in the 8‑K?

It issued 1,000,000,000 common shares to its CIO at $0.001 per share, for a $1,000,000 total purchase price.

Who received the new shares from Livento Group (NUGN)?

Michael Gregory Max Henriksen, the company’s Chief Investment Officer, received the shares.

When was the Livento Group (NUGN) share issuance completed?

The issuance occurred on August 26, 2025, under a Subscription Agreement dated August 19, 2025.

What is the total purchase price for the newly issued Livento Group shares?

The total purchase price is $1,000,000 at $0.001 per share.

Where can investors find the agreement for the Livento Group (NUGN) issuance?

The Subscription Agreement is included as Exhibit 1.0 to the filing.

On which market does Livento Group (NUGN) trade?

Livento Group’s common stock trades on OTC Pink under the symbol NUGN.