8-K

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): April 10, 2026

LiventoGroup, Inc.

(Exactname of registrant as specified in its charter)

17Stete Street, Suite 4000 NY 10004

(Addressof Principal Executive Office) (Zip Code)

980-432-8241

(Registrant'stelephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item1.01. Entry into a Material Definitive Agreement.

On September 11, 2025 the company entered financing agreement with AES CAPITAL MANAGEMENT, LLC in amount of $30,000, with interest at the rate of eight percent (8%) per annum with maturity date on September 11, 2026. All or any remaining unpaid amounts under the note are converted into common shares with par value $0.0001 with price calculated as 65% of the average of the lowest trading price of three (3) discrete days.