8-K: Livento Group Announces 1-for-20,000 Reverse Stock Split

Livento Group, Inc. announced a 1-for-20,000 reverse stock split of its common stock, effective January 28, 2026, to be traded under the new symbol "LIVG".

Summary

• Livento Group, Inc. (formerly NuGene International, Inc.) approved a 1-for-20,000 reverse stock split of its common stock.
• Stockholders approved the reverse stock split proposal at a Special Meeting on May 5, 2025, and the Board of Directors subsequently approved the 1-for-20,000 ratio.
• A Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation was filed on May 5, 2025, to effect the reverse stock split.
• The reverse stock split is expected to become effective on January 28, 2026, at which point every 20,000 shares of pre-split common stock will combine into one (1) share.
• The company's common stock is expected to begin trading on a split-adjusted basis on OTC Markets on January 28, 2026, under the new symbol "LIVG" and with a new CUSIP number.
• The reverse stock split will not alter the authorized number of shares, the par value of the common stock, or any voting rights.
• Fractional shares resulting from the reverse stock split will be rounded up to the next whole share, except for shares issued under the Equity Incentive Plan, which will be rounded down.

Sentiment

Score: 3

Explanation: A reverse stock split is generally perceived negatively by the market as it often signals a company's struggle with a low stock price and can lead to reduced liquidity and further price declines, despite the intention to improve market perception or meet listing requirements.

Future Outlook

The company expects the reverse stock split to become effective on January 28, 2026, with common stock beginning to trade on a split-adjusted basis on OTC Markets under the new symbol "LIVG" on the same date.

Industry Context

Reverse stock splits are typically implemented by companies with low stock prices, often to meet minimum bid price requirements for exchange listings or to make the stock more attractive to institutional investors by increasing the per-share price. While Livento Group trades on OTC Pink, this action aims to improve market perception and potentially liquidity.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing shareholders will own fewer shares, but each share will have a proportionally higher price. Fractional shares will be rounded up (except for Equity Incentive Plan shares, which are rounded down). The overall value of their holdings should theoretically remain the same immediately after the split, but market perception can lead to changes.
• Employees (holding Equity Incentive Plan shares): Fractional shares resulting from the split will be rounded down.

Next Steps

• The Reverse Stock Split will become effective on January 28, 2026.
• Common Stock will begin trading on a split-adjusted basis on OTC Markets on January 28, 2026, under the new symbol "LIVG".

Key Dates

Recommendation

Reverse stock splits are often a red flag, indicating a company's stock price has fallen to very low levels, potentially due to poor performance or market sentiment. While intended to increase the per-share price, they rarely improve fundamental value and can sometimes precede further declines or delisting. Investors should view this as a signal of potential underlying issues and consider exiting their position.

Keywords

Livento Group, NUGN, LIVG, reverse stock split, common stock, corporate action, stock consolidation, OTC Markets, SEC filing, 8-K