Current Report Filing (8-k)
March 07 2023 - 11:05AM
Edgar (US Regulatory)
0001593549
false
0001593549
2023-03-03
2023-03-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 3, 2023
LIVENTO
GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-56457 |
|
46-3999052 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
17
State Street, New York, New York 10004
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (980)432-8241
(Former
Name or Former Address, if Changed Since Last Report)
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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Not
applicable |
|
Not
applicable |
|
Not
applicable |
Item
1.01 Entry into a Material Definitive Agreement.
On
March 3, 2023, Livento Group, Inc. (the “Company” or “Livento”) entered into a Share Purchase Agreement (the
“SPA”) with the three shareholders of Novel.ti, a Tunisian corporation (“Novelti”), whereunder the Company acquired
all of the shares of Novleti in exchange for 10,000,000 shares of the Company’s common stock. Novelti will operate as a subsidiary
of the Company. Novelti is engaged in software development in the areas of robotics, AI and logistics and management believes that the
acquisition of Novelti will allow the Company to enhance and extend its software offerings. The Company also entered into a two year
consulting agreement with Novelti’s two principal officers, which among other things, includes a non-competition provision. Reference
is made to the SPA and consulting agreement, which are exhibits to this Report, for the full terms and conditions thereof. Due to the
size of this transaction, there is no requirement to file historical financial information with respect to Novelti.
9.01
Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
March 7, 2023
| |
LIVENTO
GROUP, INC. |
| |
|
| |
By: |
/s/
David Stybr |
| |
Name:
|
David
Stybr |
| |
Title: |
Chief
Executive Officer |
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