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): November 8, 2017
ZIVO BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-30415
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87-0699977
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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2804 Orchard Lake Road, Suite 202, Keego Harbor, 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))
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. [ ]
Item 5.03 Amendments to the Article of Incorporation or Bylaws; Changes in Fiscal Year
On November 8, 2017, the shareholders of Zivo Bioscience, Inc. approved Articles of Amendment (the “Articles of Amendment”) amending the Company’s Articles of Incorporation to increase the number of the Company’s authorized shares of common stock from 450,000,000 to700,000,000. The Articles of Amendment were filed with the Secretary of State of the State of Nevada on, and effective as of, November 9, 2017. A copy of the Articles of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the annual meeting of the shareholders of Zivo Bioscience, Inc. on November 8, 2017, shareholders: (1) elected the five nominees for Board of Directors to serve until the next annual meeting of shareholders in 2017 and until his/her successor is elected and qualified; (2) approved the proposal to amend the Company’s Articles of Incorporation to increase the authorized shares of common stock from 450,000,000 to 700,000,000; and (3) an advisory approval of the named executive officer compensation. The results of the voting are shown below.
Proposal 1 – Election of Directors
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Nominees
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Votes For
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Against
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Abstain
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Not Voted
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Christopher D. Maggiore
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56,882,314
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-0-
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122,787
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55,238,961
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Nola E. Masterson
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56,473,314
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409,000
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122,787
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55,238,961
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John B. Payne
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56,852,314
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30,000
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122,787
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55,238,961
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Philip M. Rice II
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56,113,314
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769,000
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122,787
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55,238,961
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Robert O. Rondeau
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54,593,314
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2,289,000
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122,787
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55,238,961
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Proposal 2 – Increase in Authorization of Shares from 300,000,000 to 450,000,000
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Votes For
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Against
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Abstain
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95,769,766
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15,666,994
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807,302
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Proposal 3 – Advisory approval of the named executive officer compensation
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Votes For
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Against
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Abstain
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Not Voted
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53,510,418
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1,841,559
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1,653,124
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55,238,961
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
3.1
Articles of Amendment, as filed with the Secretary of State of the State of Nevada on November 9, 2017.
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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: November 13, 2017
By:
/s/
PHILIP M, RICE II
Philip M. Rice, II, Chief Financial Officer
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