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

Livento Group Inc. completed a 1-for-20,000 reverse stock split and changed its name from NuGene International, Inc., with new trading symbol LIVG effective January 29, 2026.

Summary

• Livento Group Inc. (formerly NuGene International, Inc.) completed a 1-for-20,000 reverse stock split of its common stock.
• The company's name changed from NuGene International, Inc. to Livento Group Inc.
• The trading symbol will change from NUGND to LIVG, expected to commence on January 29, 2026.
• Pre-split, there were 4,339,753,594 shares outstanding, which will be reduced to 216,988 post-split.
• The reverse stock split became effective on December 30, 2025, with the Certificate of Amendment filed on May 5, 2025.
• Fractional shares will be rounded up to the next whole share, except for those under the Equity Incentive Plan, which will be rounded down.

Sentiment

Score: 3

Explanation: A reverse stock split, especially one with such a high ratio, is generally viewed negatively as it often indicates a company's struggle to maintain its stock price or meet listing requirements. While it can improve market perception by increasing the per-share price, it does not alter fundamental value and carries risks of further price decline. The name change could signal a positive strategic shift, but the primary action is a defensive one.

Positives

• The reverse stock split significantly reduces the number of outstanding shares, potentially making the stock more attractive to institutional investors and meeting exchange listing requirements.
• The name change to Livento Group Inc. aligns with a new corporate identity, potentially signaling a strategic shift or rebranding effort.

Negatives

• Reverse stock splits are often viewed negatively by the market as they can be a sign of a company struggling to maintain its stock price or meet minimum listing requirements.
• The drastic 1-for-20,000 ratio indicates a very low pre-split share price, which can deter investors.

Risks

• Reverse stock splits do not fundamentally change a company's value or financial health, and the stock price may continue to decline post-split.
• The company's ability to maintain a higher stock price post-split is uncertain, and it may face delisting risks if the price falls below minimum thresholds again.
• Investor confidence may be negatively impacted by the perception associated with such a significant reverse split.

Future Outlook

The company expects its Common Stock to begin trading with the new symbol "LIVG" on a split-adjusted basis when OTC Markets opens for trading on January 29, 2026.

Management Comments

• The Board approved the one-for-twenty (1-for-20,000) reverse stock split ratio.
• 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 29, 2026.

Industry Context

Reverse stock splits are common among micro-cap or penny stocks, particularly those traded on OTC markets, to increase share price, meet exchange listing requirements, or improve market perception. This action by Livento Group Inc. aligns with such trends, aiming to consolidate shares and potentially attract a broader investor base.

Comparison to Industry Standards

• Reverse stock splits are a common tool for companies with very low share prices, often seen in the micro-cap segment of the market.
• The 1-for-20,000 ratio is exceptionally high, indicating a significantly depressed pre-split share price, which is more extreme than typical reverse splits (e.g., 1-for-10, 1-for-100).
• Companies like Sundial Growers (SNDL) or Ideanomics (IDEX) have also executed reverse splits to maintain listing compliance or improve stock perception, though usually at less drastic ratios.
• The name and symbol change often accompany such corporate actions to signal a new direction or distance from past performance, similar to how companies like Eastman Kodak (KODK) or Sears Holdings (SHLDQ) have undergone significant corporate restructuring and rebranding efforts.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing shareholders will own fewer shares, but the total value of their holdings should theoretically remain the same immediately after the split (though market reaction can vary). Fractional shares will be rounded up (or down for Equity Incentive Plan shares). The higher per-share price might make the stock more appealing to some investors.
• Employees (holding Equity Incentive Plan shares): Fractional shares resulting from the reverse stock split will be rounded down to the next whole share, potentially slightly reducing their total share count compared to other shareholders.

Next Steps

• The company's Common Stock is expected to begin trading with the new symbol "LIVG" on a split-adjusted basis on January 29, 2026.
• The transfer agent, Equity Stock Transfer LLC, will manage the exchange of pre-split shares for post-split shares.

Key Dates

Recommendation

While a reverse stock split with such a high ratio often signals underlying issues and can lead to further price erosion, the immediate impact is a technical adjustment. The name and symbol change could indicate a strategic pivot. Investors should hold to observe the market's reaction to the new trading symbol and any subsequent strategic announcements or financial performance before making a definitive buy or sell decision. The action itself doesn't change the fundamental value, but the market perception and future operational performance are key.

Keywords

Livento Group, NuGene International, Reverse Stock Split, Stock Split, Corporate Action, Symbol Change, Name Change, LIVG, NUGND, SEC Filing, 8-K/A, OTC Pink