SEC Comment Letter 0000000000-23-006656 to Livento Group, Inc. (NUGN) (CIK 0001593549) (LIVG)
Livento Group, Inc. (NUGN) (CIK 0001593549)
Date: June 22, 2023 · CIK: 0001593549 · Accession: 0000000000-23-006656
AI Filing Summary & Sentiment
File numbers found in text: 000-56457
Letter
United States securities and exchange commission logo June 22, 2023 David Stybr Chief Executive Officer Livento Group, Inc. 17 State Street New York, New York Re:Livento Group, Inc. Amendment No. 1 to Form 10-K for the Year Ended December 31, 2022 Filed May 26, 2023 File No. 000-56457 Dear David Stybr: We have reviewed your May 26, 2023 amendment and response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 9, 2023 letter. Amendment No. 1 to Form 10-K filed May 26, 2023 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, page 26 1.We note your response to prior comment 4 and reissue the comment. In your disclosure, please provide a materially complete description of the Series A Preferred Stock, including the voting rights and conversion rights of the holders. Clarify how the 51% of the voting power held by David Stybr is impacted if the 100 shares of Series A Preferred Stock held by Mr. Stybr changes. Additionally, footnotes 1 and 3 to the beneficial ownership table appear to indicate that Series A Preferred Stock and super voting preferred stock are two different types of stock, but that Mr. Stybr owns 100 shares of each, each giving him effective control over voting matters of the company. Please explain the difference between the two types of stock and clarify your disclosure
FirstName LastNameDavid Stybr Comapany NameLivento Group, Inc. June 22, 2023 Page 2 FirstName LastName David Stybr Livento Group, Inc. June 22, 2023 Page 2 accordingly. Note 5 - Common-Control Transaction ASC 805-50, page F-10 2.We note your response to comment 7, however your disclosure has not changed and your response does not provide substantive information. Please revise the disclosure to provide a clear timeline of events, including how control / ownership in each entity was determined. Disclose how Mr. David Stybr obtained control of both Livento Group, LLC and NuGene International Inc. Disclose why ownership in class A and / or class C shares provides control. Also, disclose how Livento Group, LLC became Livento Group, Inc. General 3.Since you restated your consolidated statements of cash flow, please provide disclosure in accordance with ASC 250-10, including labeling the applicable financial statements as restated and describing the nature of the error and its effect. Also, file an Item 4.02 Form 8-K to indicate that the previously issued financial statements should no longer be relied upon. You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Robert Littlepage, Accounting Branch Chief at 202-551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Lauren Pierce, Staff Attorney at 202-551-3887 or Jan Woo, Legal Branch Chief at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Frank Hariton
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United States securities and exchange commission logo
June 22, 2023
David Stybr
Chief Executive Officer
Livento Group, Inc.
17 State Street
New York, New York
Re:Livento Group, Inc.
Amendment No. 1 to Form 10-K for the Year Ended December 31, 2022
Filed May 26, 2023
File No. 000-56457
Dear David Stybr:
We have reviewed your May 26, 2023 amendment and response to our comment letter
and have the following comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
May 9, 2023 letter.
Amendment No. 1 to Form 10-K filed May 26, 2023
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters, page 26
1.We note your response to prior comment 4 and reissue the comment. In your disclosure,
please provide a materially complete description of the Series A Preferred Stock,
including the voting rights and conversion rights of the holders. Clarify how the 51% of
the voting power held by David Stybr is impacted if the 100 shares of Series A Preferred
Stock held by Mr. Stybr changes. Additionally, footnotes 1 and 3 to the beneficial
ownership table appear to indicate that Series A Preferred Stock and super voting
preferred stock are two different types of stock, but that Mr. Stybr owns 100 shares of
each, each giving him effective control over voting matters of the company. Please
explain the difference between the two types of stock and clarify your disclosure
FirstName LastNameDavid Stybr
Comapany NameLivento Group, Inc.
June 22, 2023 Page 2
FirstName LastName
David Stybr
Livento Group, Inc.
June 22, 2023
Page 2
accordingly.
Note 5 - Common-Control Transaction ASC 805-50, page F-10
2.We note your response to comment 7, however your disclosure has not changed and your
response does not provide substantive information. Please revise the disclosure to provide
a clear timeline of events, including how control / ownership in each entity was
determined. Disclose how Mr. David Stybr obtained control of both Livento Group, LLC
and NuGene International Inc. Disclose why ownership in class A and / or class
C shares provides control. Also, disclose how Livento Group, LLC became Livento
Group, Inc.
General
3.Since you restated your consolidated statements of cash flow, please provide disclosure in
accordance with ASC 250-10, including labeling the applicable financial statements as
restated and describing the nature of the error and its effect. Also, file an Item 4.02 Form
8-K to indicate that the previously issued financial statements should no longer be relied
upon.
You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief at 202-551-3361 if you have questions regarding comments
on the financial statements and related matters. Please contact Lauren Pierce, Staff Attorney at
202-551-3887 or Jan Woo, Legal Branch Chief at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Frank Hariton