Livento Group plans 1-for-20,000 reverse stock split

Livento Group, Inc. is implementing a 1-for-20,000 reverse stock split of its common stock, effective January 28, 2026.

Accepted by SEC EDGAR 01/16/2026 - 01:47 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Livento Group, Inc. is implementing a 1-for-20,000 reverse stock split of its common stock, effective January 28, 2026. Every 20,000 pre-split shares will automatically be combined into one post-split share, with no change to the total number of shares authorized, the par value, or the voting rights of the common stock.

The stock is expected to begin trading on a split-adjusted basis on OTC Markets on January 28, 2026 under a new symbol, LIVG, with a new CUSIP number. No fractional shares will be issued; most fractional positions will be rounded up to the next whole share, except for shares under the Equity Incentive Plan, which will be rounded down. The company’s transfer agent will handle the exchange electronically, and most shareholders will not need to take action.

Insights

Equity structure and corporate actions analyst

Livento Group is executing a large reverse split and ticker change.

Livento Group approved and is effecting a 1-for-20,000 reverse stock split of its common stock, with stockholder authorization previously obtained and the board selecting the ratio. This consolidates outstanding shares without changing the authorized share count, par value, or voting rights, so it is a structural change rather than a capital-raising transaction.

The stock is expected to trade on a split-adjusted basis on January 28, 2026 under a new symbol, LIVG, which may affect how investors track the security. Fractional shares will generally be rounded up, while equity incentive plan awards will be rounded down, slightly altering individual positions at the margin. Actual market impact will depend on how trading develops once shares begin trading on the adjusted basis.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

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

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Livento Group approved a 1-for-20,000 reverse stock split of its common stock, so every 20,000 pre-split shares will become one post-split share.

When does the Livento Group reverse stock split take effect?

The reverse stock split is expected to become effective at the Effective Time on January 28, 2026, when trading will begin on a split-adjusted basis.

Will Livento Group change its trading symbol after the reverse split?

Yes. After the reverse stock split, Livento Group’s common stock is expected to trade on OTC Markets under the new symbol "LIVG" with a new CUSIP number.

Does the reverse stock split change Livento Group’s authorized shares or voting rights?

No. The reverse stock split does not change the authorized number of shares, the par value, or the voting rights of Livento Group’s common stock.

How will fractional shares be handled in the Livento Group reverse split?

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

Do Livento Group shareholders need to do anything for the reverse split?

Registered holders with book-entry shares and investors holding through a broker or bank generally do not need to take any action, as positions will be adjusted automatically by the transfer agent and intermediaries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): 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.)