Livento Group (LIVG) inks $30K 8% convertible note with AES Capital

Rhea-AI Filing Summary

Livento Group, Inc. entered into a financing agreement with AES Capital Management, LLC for a $30,000 note dated September 11, 2025. The note bears interest at 8% per annum and has a stated maturity on September 11, 2026.

The note is convertible into Livento Group common stock with a par value of $0.0001 per share, at a price equal to 65% of the average of the lowest trading price on three separate trading days, which may lead to share issuance at a discount to recent market levels.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Convertible note principal: $30,000 Interest rate: 8% per annum Maturity date: September 11, 2026 +1 more

4 metrics

Convertible note principal $30,000 Financing agreement with AES Capital Management, LLC

Interest rate 8% per annum On $30,000 financing note

Maturity date September 11, 2026 Due date of the financing note

Conversion discount 65% Of the average of the lowest trading price on three days

Key Terms

Material Definitive Agreement, financing agreement, convert[ed] into common shares, emerging growth company, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

financing agreement financial

"the company entered financing agreement with AES CAPITAL MANAGEMENT, LLC in amount of $30,000"

convert[ed] into common shares financial

"All or any remaining unpaid amounts under the note are converted into common shares with par value $0.0001"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

par value financial

"Common Stock, $0.0001 par value per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Understanding 8-K Material Events →

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): April 10, 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		LIVG		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 11, 2025 the company entered financing agreement with AES CAPITAL MANAGEMENT, LLC in amount of $30,000, with interest at the rate of eight percent (8%) per annum with maturity date on September 11, 2026. All or any remaining unpaid amounts under the note are converted into common shares with par value $0.0001 with price calculated as 65% of the average of the lowest trading price of three (3) discrete days. 

/s/ David Stybr

David Stybr

President Livento Group Inc.

(formerly NuGene International, Inc.)

FAQ

What financing agreement did Livento Group (LIVG) enter into?

Livento Group entered into a financing agreement with AES Capital Management, LLC for a $30,000 note. The note carries 8% annual interest and can be converted into common stock at a discounted price formula based on recent trading prices.

What are the key terms of Livento Group’s $30,000 note with AES Capital Management?

The note principal is $30,000 with interest at 8% per annum and a maturity date of September 11, 2026. It is convertible into common shares at 65% of the average of the lowest trading price across three separate trading days.

How is the conversion price of Livento Group (LIVG) note calculated?

The conversion price is set at 65% of the average of the lowest trading price of Livento Group’s common stock over three discrete trading days. This structure allows conversion at a discount to recent market trading levels when the note is converted.

When does Livento Group’s financing note with AES Capital mature?

The note entered into with AES Capital Management, LLC has a maturity date of September 11, 2026. Until that date, it accrues interest at 8% annually and may be converted into common stock according to its discount-based pricing formula.

What type of security backs the Livento Group (LIVG) financing agreement?

The financing agreement is structured as a convertible note. Any unpaid amounts can be converted into Livento Group common stock with a par value of $0.0001 per share, at a conversion price based on 65% of specified recent trading prices.