8-K/A: Livento Group Completes 1-for-20,000 Reverse Stock Split

Livento Group Inc. completed a 1-for-20,000 reverse stock split, changed its name from NuGene International, Inc., and will trade under the new symbol 'LIVG' starting January 28, 2026.

Summary

• The company completed a 1-for-20,000 reverse stock split of its common stock, effective December 30, 2025.
• The company's name officially changed from NuGene International, Inc. to Livento Group, Inc.
• The trading symbol will change from NUGND to 'LIVG', with trading under the new symbol expected to commence on January 28, 2026.
• Pre-split outstanding shares totaled 4,339,753,594, which will result in 216,988 shares post-split.
• The reverse stock split does not alter the authorized number of shares, the par value of $0.0001 per share, or the voting rights of the common stock.
• 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: 4

Explanation: A reverse stock split, especially at such a high ratio, is generally viewed with caution by investors as it often signals underlying issues with a company's stock price or financial health. While it can help meet listing requirements, it doesn't fundamentally improve the business. The name change is neutral, but the overall action is often a sign of distress rather than strength.

Positives

• The reverse stock split may help the company meet exchange listing requirements or increase its per-share trading price, potentially attracting a broader investor base and improving market perception.

Negatives

• A reverse stock split, especially at a 1-for-20,000 ratio, often indicates a very low pre-split share price, which can be perceived negatively by the market and signal underlying financial challenges.
• The action itself does not fundamentally improve the company's business operations or financial health.

Risks

• Reverse stock splits do not guarantee a sustained increase in share price and the stock may decline again if underlying business issues are not addressed.
• The significant reduction in outstanding shares could potentially lead to decreased liquidity in the market.
• Investor sentiment may remain cautious, as reverse splits are often associated with companies facing difficulties.

Future Outlook

The company's common stock is expected to begin trading with the new symbol 'LIVG' on a split-adjusted basis when OTC Markets opens for trading on January 28, 2026.

Management Comments

• The Board approved the one-for-twenty (1-for-20,000) reverse stock split ratio.

Industry Context

Reverse stock splits are a common corporate action for companies trading at very low share prices, often undertaken to increase the per-share price, meet minimum listing requirements for exchanges, or improve market perception. While it consolidates shares, it does not change the company's overall market capitalization or fundamental value unless accompanied by other strategic changes.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders: The number of shares owned will decrease by a factor of 20,000, while the per-share price is expected to increase proportionally. Fractional shares will be rounded up (or down for Equity Incentive Plan).
• Investors: The change in symbol and name, along with the reverse split, requires investors to update their records and be aware of the new trading parameters.

Next Steps

• Common Stock to begin trading with new symbol 'LIVG' on a split-adjusted basis on January 28, 2026.
• Stockholders holding pre-split shares electronically or via brokers will have their positions automatically adjusted by the transfer agent or their respective brokers.

Key Dates

Recommendation

A reverse stock split, particularly one with such a high ratio, is often a sign of a company struggling with a low share price, potentially indicating underlying business challenges. While it can help meet exchange listing requirements and increase the per-share price, it does not fundamentally alter the company's market capitalization or intrinsic value. Investors should hold to observe if the company can leverage the higher share price to improve its market standing and financial performance, but significant caution is warranted given the historical context of such corporate actions.

Keywords

Livento Group, NuGene International, Reverse Stock Split, Stock Symbol Change, Corporate Action, SEC Filing, LIVG, NUGND, Equity Stock Transfer