Livento Group, Inc. 8-K

What Happened

• Livento Group, Inc. (formerly NuGene International, Inc.) filed an 8-K reporting a board-approved one-for-twenty-thousand (1-for-20,000) reverse stock split of its common stock. Stockholders had previously authorized a reverse split ratio of up to 1-for-20,000 at a Special Meeting on May 5, 2025. The company filed a Certificate of Amendment on May 5, 2025 to effect the reverse split, which the company expects to become effective January 28, 2026 (the "Effective Time"). The company also expects its common stock to begin trading on a split-adjusted basis on the OTC Markets under the new symbol "LIVG" and with a new CUSIP number.

Key Details

• Reverse split ratio: one-for-twenty-thousand (1-for-20,000). Every 20,000 pre-split shares will combine into 1 post-split share at the Effective Time.
• Effective date (expected): January 28, 2026; Certificate of Amendment filed May 5, 2025.
• Trading change: OTC Markets symbol will change to "LIVG" and a new CUSIP will be assigned; trading on a split-adjusted basis when OTCM opens Jan 28, 2026.
• Fractional shares: No fractional shares will be issued. For Equity Incentive Plan shares, fractional results will be rounded down; fractional shares for other holders will be rounded up to the next whole share. Equity Stock Transfer LLC is acting as transfer and exchange agent. Registered book-entry holders need take no action; broker-held positions will be adjusted per each broker’s process.
• The Reverse Stock Split does not change the number of authorized shares, par value ($0.0001), or voting rights.

Why It Matters

• A reverse stock split reduces the number of outstanding shares and increases the per-share price proportionally; it is a structural change to the company’s capital structure that may affect liquidity, share price appearance, and eligibility for certain markets or index/listing requirements. Because the filing confirms the split will not alter authorized shares, par value, or voting rights, the change is strictly a share consolidation rather than an alteration of shareholder rights. Investors holding shares through brokers should see automatic account adjustments around the effective date; registered holders in book-entry form do not need to act.