UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 10, 2016


ZIVO BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)


Nevada

 

000-30415

 

87-0699977

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)



2804 Orchard Lake Road, Suite 202, Michigan

 

48320

(Address of principal executive offices)

 

(Zip Code)


Registrant's telephone number, including area code (248) 452-9866


Not applicable

(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:


      .  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))








Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; compensatory Arrangements of Certain Officers


On March 10, 2016, Thomas Cox resigned as a director of the Registrant. Mr. Cox's resignation from the Boards of Directors of the Registrant did not result from any disagreement with the Company.  On March 11, 2016, the Registrant’s Board of Directors appointed Robert Rondeau as a director, to serve in such capacity until his successor is appointed and qualified or until his earlier resignation or removal.


As compensation for serving as a member of the Board of Directors of the Registrant, Mr. Rondeau will receive $10,000 for each annual term served, payable quarterly.  In addition, upon his appointment as a director, the Registrant issued Mr. Rondeau a five-year warrant to purchase 125,000 shares of the Registrant’s common stock at an exercise price of $.09 per share.


Mr. Rondeau, 50 years old, is the chief executive officer of PRZ, LLC, a financing company focused on used car floor plan financing, retail financing and leasing, as position he has held since 2013.  Mr. Rondeau is also the chief executive officer of Bran Financial, a credit card processing company, as position he has held since 2010.  Prior to that, Mr. Rondeau was an executive director of Flagstar Bank, focusing on commercial, consumer and warehouse lending from 2004 through 2009.   Mr. Rondeau received a Bachelor of Arts degree from Northwestern University and an Executive M.B.A. from Michigan State University.


Item 8.01

Other Events


On March 15, 2016, the Company issued the Press Release filed herewith as Exhibit 99.1.


Item 9.01

Financial Statements and Exhibits


Exhibit 99.1 – Press Release dated March 15, 2016




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 hereunto duly authorized.


ZIVO BIOSCIENCE, INC.




Date:  March 15, 2016

By: /s/ PHILIP M, RICE II

 

Philip M. Rice, II, Chief Financial Officer

 

 

 






2





ZIVO Bioscience Makes Director Change, Invites Banking Veteran to Join Board of Directors



KEEGO HARBOR, MI – (March 15, 2016) – Zivo Bioscience, Inc. (OTCQB: ZIVO), announced today that it has accepted the resignation of director Mr. Thomas Cox and invited Mr. Robert Rondeau to join the board of directors and serve in this capacity until his successor is appointed and qualified, or until his term expires.


Mr. Cox, the departing director, is relinquishing his post on good terms, citing competing priorities for his time. Mr. Rondeau, the newly-appointed director, brings with him years of banking and credit experience, as well as wide-ranging business relationships that may serve the Company well.  


Mr. Rondeau, 50, is the chief executive officer of PRZ, LLC, a financing company focused on used-car floor plan financing, retail financing and leasing, a position he has held since 2013.  Mr. Rondeau is also the chief executive officer of Bran Financial, a credit card processing company, a position he has held since 2010.  Prior to that, Mr. Rondeau was an executive director of Flagstar Bank, focusing on commercial, consumer and warehouse lending from 2004 through 2009.   Mr. Rondeau received a Bachelor of Arts degree from Northwestern University and an Executive M.B.A. from Michigan State University.


“We’re pleased that Mr. Rondeau has agreed to join our board,” states Philip M. Rice II, Board Chairman and Chief Financial Officer. “He brings a new perspective and range of experiences to the Company, along with an active approach that will benefit all involved. As for Mr. Thomas Cox, we thank him for his years of service and wish him the best in all of his future endeavors.”


Mr. Rondeau’s term as director begins on March 11, 2016. He will be in attendance at the next ZIVO board meeting, tentatively scheduled for early April.


About ZIVO Bioscience, Inc.


ZIVO Bioscience, Inc. (OTCQB: ZIVO) is a Michigan-based biotech company engaged in the investigation of the health benefits of bioactive compounds derived from its proprietary algal cultures, and the development of natural bioactive compounds for use as dietary supplements and food ingredients, as well as biologically derived and synthetic candidates for medicinal and pharmaceutical applications in humans and animals, specifically focused on autoimmune and inflammatory response modulation.


Safe Harbor Statement


Except for any historical information, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties. A number of factors could cause actual results to differ from those indicated in the forward-looking statements, including the timing of completion of a trial, actual future clinical trial results being different than the results the company has obtained to date, and the company's ability to secure funding. Such statements are subject to a number of assumptions, risks and uncertainties. Readers are cautioned that such statements are not guarantees of future performance and those actual results or developments may differ materially from those set forth in the forward-looking statements. The company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information or otherwise.


Contact:


ZIVO Bioscience, Inc.

Info@zivobioscience.com






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