If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
* The remainder of this cover page
shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 98978N 101
|
13D/A
|
Page
2
of 12
|
|
1.
|
Names of Reporting Persons.
Strome Mezzanine Fund, LP
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
T
|
|
|
|
|
(b)
o
|
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power 0
|
|
8.
|
Shared Voting Power 74,702,461
|
|
9.
|
Sole Dispositive Power 0
|
|
10.
|
Shared Dispositive Power 74,702,461
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 74,702,461
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11) 31.2%
|
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 98978N 101
|
13D/A
|
Page
3
of 12
|
|
1.
|
Names of Reporting Persons.
Strome Alpha Fund, L.P.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
T
|
|
|
|
|
(b)
o
|
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
California
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power 0
|
|
8.
|
Shared Voting Power 74,702,461
|
|
9.
|
Sole Dispositive Power 0
|
|
10.
|
Shared Dispositive Power 74,702,461
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 74,702,461
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11) 31.2%
|
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 98978N 101
|
13D/A
|
Page
4
of 12
|
|
1.
|
Names of Reporting Persons.
Strome Investment Management, LP
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a) □
|
|
|
|
|
(b) □
|
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power 0
|
|
8.
|
Shared Voting Power 74,702,461
|
|
9.
|
Sole Dispositive Power 0
|
|
10.
|
Shared Dispositive Power 74,702,461
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 74,702,461
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11) 31.2%
|
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 98978N 101
|
13D/A
|
Page
5
of 12
|
|
1.
|
Names of Reporting Persons.
Strome Group, Inc.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a) □
|
|
|
|
|
(b) □
|
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power 0
|
|
8.
|
Shared Voting Power 74,702,461
|
|
9.
|
Sole Dispositive Power 0
|
|
10.
|
Shared Dispositive Power 74,702,461
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 74,702,461
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11) 31.2%
|
|
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
|
CUSIP No. 98978N 101
|
13D/A
|
Page
6
of 12
|
|
1.
|
Names of Reporting Persons.
Mark E. Strome
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a) □
|
|
|
|
|
(b) □
|
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power 13,088,129
|
|
8.
|
Shared Voting Power 74,702,461
|
|
9.
|
Sole Dispositive Power 13,088,129
|
|
10.
|
Shared Dispositive Power 74,702,461
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 87,790,590
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11) 36.7%
|
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
CUSIP No. 98978N 101
|
13D/A
|
Page
7
of 12
|
|
Item 1.
|
Security and Issuer
|
This statement on Schedule
13D/A relates to the common stock, $0.001 par value (the “Common Stock”), of Zivo Bioscience, Inc., a Michigan corporation
(the “Issuer”). The Issuer’s principal offices are located at 2804 Orchard Lake Road, Suite 202, Keego Harbor,
MI 48320.
|
Item 2.
|
Identity and Background
|
This statement is
being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
|
(i)
|
Strome Mezzanine Fund, LP, which is a Delaware limited partnership (“Strome Mezzanine”);
|
|
(ii)
|
Strome Alpha Fund, L.P., which is a California limited partnership (“Strome Alpha”);
|
|
(iii)
|
Strome Investment Management, LP, which is a Delaware limited partnership and the general partner
of each of Strome Mezzanine and Strome Alpha;
|
|
(iv)
|
Strome Group, Inc., which is a Delaware corporation and the general partner of Strome Investment
Management, LP; and
|
|
(v)
|
Mark E. Strome, who is a United States citizen and the sole director, president, and chief executive
officer of Strome Group, Inc.
|
The principal business
address for each of these entities and Mr. Strome is 100 Wilshire Boulevard, Suite 1750, Santa Monica, CA 90401. The principal
business of each of Strome Mezzanine, Strome Alpha and Strome Investment Management, LP is to invest in both public and private
securities. The principal business of Strome Group, Inc. is to act as a holding company for business investments, and the principal
occupation of Mr. Strome is serving as the President of the Strome Group, Inc.
During the last
five years, none of the Reporting Persons (i) have been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
As of the date
hereof, Strome Mezzanine has the right to acquire beneficial ownership of 60,561,138 shares of Common Stock, which are issuable
as follows: (i) 17,697,804 are issuable upon conversion of the Eleventh Amended and Restated Senior Secured Convertible Promissory
Note dated May 16, 2018 made by the Issuer (the “Note”) in favor of HEP Investments LLC ( “HEP”) pursuant
to the First Amended and Restated Participation Agreement between HEP, Strome Mezzanine, Strome Alpha and the Issuer dated June
28, 2018 attached as Exhibit 7 and incorporated by this reference (the “A&R Participation Agreement”), (ii) 42,166,667
are issuable upon exercise of warrants issued to Strome Mezzanine by the Issuer, and (iii) 666,667 are issuable upon exercise
of a warrant assigned to Strome Mezzanine by Laith Yaldoo, the Manager of HEP, in consideration of Strome Mezzanine’s funding
of the Participation Agreement (as defined below). Strome Mezzanine paid its $1,691,187.08 obligation under the A&R Participation
Agreement from investment capital in two payments of $500,000 each on July 21, 2017 and September 20, 2017, and one payment of
$691,187.08 on June 1, 2018.
CUSIP No. 98978N 101
|
13D/A
|
Page
8
of 12
|
As of the date
hereof, Strome Alpha has the right to acquire beneficial ownership of 14,171,323 shares of Common Stock, which are issuable as
follows: (1) 5,254,657 are issuable upon conversion of the Note pursuant to the A&R Participation Agreement, (ii) 8,583,333
are issuable upon exercise of warrants issued to Strome Alpha by the Issuer, and (iii) 333,333 are issuable upon exercise of a
warrant assigned to Strome Alpha by Laith Yaldoo, the Manager of HEP, in consideration of Strome Alpha’s funding of the
Participation Agreement (as defined below). Strome Alpha paid its $500,000.00 obligation under the A&R Participation Agreement
from investment capital in one payment of $500,000 on November 17, 2017.
As of the date hereof,
Mark Strome may be deemed to beneficially own 87,790,590 shares of Common Stock. Of that amount, 13,088,129 shares of Common Stock
are held of record by the Mark E. Strome Living Trust U/A/D January 15, 1997 (the “Trust”). Mr. Strome has the authority
to revoke the Trust and acquire beneficial ownership of such Common Stock. The Trust purchased 8,819,996 shares of Common Stock
for $881,996.61 on May 11, 2018, and 4,268,163 shares of Common Stock for $426,816.31 on May 23, 2018, both from the assets of
the Trust.
|
Item 4.
|
Purpose of Transaction
|
On July
21, 2017, Strome Mezzanine, HEP and the Issuer entered into the Participation Agreement attached as Exhibit 2 and
incorporated by this reference, which was subsequently amended by the Amendment to Participation Agreement, Guaranty,
Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 attached as Exhibit 3 and
incorporated by this reference (the “Amendment,” and the Participation Agreement as so amended, the
“Participation Agreement”). The Amendment added Strome Alpha as a party to the Participation Agreement. Under the
terms of the Participation Agreement, Strome Mezzanine purchased a participation right for the amount of $1.0 million in the
Note, and Strome Alpha purchased a participation right for the amount of $500,000 in the Note. The payments pursuant to the
Participation Agreement were paid in three equal tranches; the first two tranches of $500,000 were paid by Strome Mezzanine
and the third tranche of $500,000 was paid by Strome Alpha. Upon each payment, Strome Mezzanine or Strome Alpha, as
applicable, received the right to convert its payment to 5,000,000 shares of Common Stock, and received immediately
exercisable warrants for 250,000 shares of Common Stock. After the final payment, Strome Mezzanine received an immediately
exercisable warrant for an additional 16,666,667 shares of Common Stock and Strome Alpha received an immediately exercisable
warrant for an additional 8,333,333 shares of Common Stock. To induce Strome Mezzanine and Strome Alpha to enter into the
Participation Agreement, the manager of HEP guaranteed certain of the Issuer’s obligations and liabilities to repay the
principal of the Note in the event that the Issuer becomes insolvent, dissolves or files for federal bankruptcy protection on
or before July 21, 2019. The Guaranty dated July 21, 2017 made by Laith Yaldoo in favor of Strome Mezzanine is attached hereto
as Exhibit 5 and is incorporated by this reference (the “Guaranty”). The Guaranty was amended to guarantee the
participation of Strome Alpha under the Participation Agreement, pursuant to the Amendment. On November 21, 2017, Laith
Yaldoo assigned a warrant for 666,667 shares of Common Stock to Strome Mezzanine and a warrant for 333,333 shares of
Common Stock to Strome Alpha in consideration of Strome Mezzanine and Strome Alpha funding under the Participation
Agreement.
On May 11, 2018,
the Trust purchased 8,819,996 shares of Common Stock, and on May 23, 2018, the Trust purchased an additional 4,268,163 shares of
Common Stock.
CUSIP No. 98978N 101
|
13D/A
|
Page
9
of 12
|
On June 28,
2018, Strome Mezzanine, Strome Alpha, HEP and the Issuer entered into the A&R Participation Agreement. Under the terms of
the A&R Participation Agreement, Strome Mezzanine purchased a participation right in the Note for the additional amount
of $691,187.08 using investment capital which was paid on June 1, 2018. Upon the purchase of the participation right in the
Note, Strome Mezzanine received immediately exercisable warrants from the Issuer for an additional 25,000,000 shares of
Common Stock. To induce Strome Mezzanine to purchase a participation right under the A&R Participation Agreement,
the manager of HEP guaranteed certain of the Issuer’s obligations and liabilities to repay the principal of the Note in
the event that the Issuer becomes insolvent, dissolves or files for federal bankruptcy protection on or before June 28, 2020.
The Guaranty dated June 28, 2018 made by Laith Yaldoo in favor of Strome Mezzanine is attached hereto as Exhibit 8 and is
incorporated by this reference (the “Second Guaranty”).
The Reporting Persons
are participating in the Note and have acquired the warrants and Common Stock for investment purposes. Depending on their continuing
evaluation of the business and prospects of the Issuer, the Reporting Persons may acquire or dispose of additional shares, or rights
to receive shares, of the Issuer.
Except as set forth
above, the Reporting Persons do not have any present plans which relate to or would result in:
|
(i)
|
The acquisition by any person of additional securities of the issuer, or the disposition of securities
of the issuer;
|
|
(ii)
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving
the issuer or any of its subsidiaries;
|
|
(iii)
|
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
|
|
(iv)
|
Any change in the present board of directors or management of the issuer, including any plans or
proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
(v)
|
Any material change in the present capitalization or dividend policy of the issuer;
|
|
(vi)
|
Any other material change in the issuer's business or corporate structure, including but not limited
to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy
for which a vote is required by section 13 of the Investment Company Act of 1940;
|
|
(vii)
|
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any person;
|
|
(viii)
|
Causing a class of securities of the issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
(ix)
|
A class of equity securities of the issuer becoming eligible for termination of registration pursuant
to section 12(g)(4) of the Act; or
|
CUSIP No. 98978N 101
|
13D/A
|
Page
10
of 12
|
|
(x)
|
Any action similar to any of those enumerated above.
|
|
Item 5.
|
Interest in Securities of the Issuer
|
(a–b) The
aggregate number and percentage of the shares of Common Stock outstanding beneficially owned by each Reporting Person set forth
below and on pages 2-6 hereof are based on 164,824,193 shares of Common Stock outstanding as of September 21, 2018.
Reporting Person
|
Amount
beneficially
owned
|
Percent
of class
|
Sole power
to vote or
direct the
vote
|
Shared
power to
vote or
direct the
vote
|
Sole power to
dispose or to
direct the
disposition of
|
Shared
power to
dispose or
direct the
disposition
of
|
Amount of
beneficially
owned
securities
subject to
right to
acquire
|
Strome Mezzanine Fund, LP
|
74,702,461
|
31.2%
|
0
|
74,702,461
|
0
|
74,702,461
|
74,702,461
|
Strome Alpha Fund, L.P.
|
74,702,461
|
31.2%
|
0
|
74,702,461
|
0
|
74,702,461
|
74,702,461
|
Strome Investment Management, LP
|
74,702,461
|
31.2%
|
0
|
74,702,461
|
0
|
74,702,461
|
74,702,461
|
Strome Group, Inc.
|
74,702,461
|
31.2%
|
0
|
74,702,461
|
0
|
74,702,461
|
74,702,461
|
Mark E. Strome
|
87,790,590
|
36.7%
|
13,088,129
|
74,702,461
|
13,088,129
|
74,702,461
|
74,702,461
|
(c) None.
(d) None.
(e) Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the
Issuer
|
Item 4 above
summarizes provisions of the Participation Agreement, the amendment to the Participation Agreement, the Note, the Guaranty,
the A&R Participation Agreement and the Second Guaranty and is incorporated herein by reference. Copies of the
Participation Agreement, the amendment to the Participation Agreement, the Note, the Guaranty, the A&R Participation
Agreement and the Second Guaranty are filed as exhibits to this Schedule 13D/A and are incorporated by reference.
Strome Mezzanine
and Strome Alpha intend to act together to pursue a common strategy of acquisition or disposition with respect to their investment
in the Issuer. Such understanding has not been reduced to a written agreement.
CUSIP No. 98978N 101
|
13D/A
|
Page
11
of 12
|
|
Item 7.
|
Material to be Filed As Exhibits
|
Exhibit
Number
|
Description
|
1
|
Joint Filing Agreement dated November 21, 2017, by and among Strome Mezzanine Fund, LP, Strome Alpha Fund, L.P., Strome Investment Management, LP, Strome Group, Inc., and Mark E. Strome, incorporated by reference from Exhibit 1 to Strome Mezzanine’s Schedule 13D/A filed with the SEC on November 21, 2017
|
2
|
Participation Agreement dated July 21, 2017 by and between HEP Investments, LLC and Strome Mezzanine Fund, LP, incorporated by reference from Exhibit 2 to Strome Mezzanine’s Schedule 13D filed with the SEC on July 31, 2017
|
3
|
Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 by and among Strome Mezzanine Fund LP, Strome Alpha Fund, L.P., HEP Investments, LLC, Zivo Bioscience, Inc. and Laith Yaldoo, incorporated by reference from Exhibit 3 to Strome Mezzanine’s Schedule 13D/A filed with the SEC on November 21, 2017
|
4
|
Eleventh Amended and Restated Senior Secured Convertible Promissory Note dated May 16, 2018 made by Zivo Bioscience, Inc. in favor of HEP Investments LLC, incorporated by reference from Exhibit 10.2 to Zivo Bioscience, Inc.’s Form 8-K filed with the SEC on May 18, 2018
|
5
|
Guaranty dated July 21, 2017 made by Laith Yaldoo in favor of Strome Mezzanine Fund, incorporated by reference from Exhibit 4 to Strome Mezzanine’s Schedule 13D filed with the SEC on July 31, 2017
|
7
|
First Amended and Restated Participation Agreement dated June 28, 2018, among Strome Mezzanine Fund LP, Strome Alpha Fund LP and HEP Investments, LLC
|
8
|
Guaranty dated June 28, 2018 made by Laith Yaldoo in favor of Strome Mezzanine Fund
|
CUSIP No. 98978N 101
|
13D/A
|
Page
12
of 12
|
SIGNATURE
After reasonable inquiry,
and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
Date:
October 24, 2018
|
Strome Mezzanine Fund, LP
|
|
|
|
|
By:
|
Strome Investment Management, LP
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
Strome Group, Inc.
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Mark E. Strome
|
|
Name:
|
Mark E. Strome
|
|
Its:
|
President
|
|
|
|
|
Strome Alpha Fund, L.P.
|
|
|
|
|
By:
|
Strome Investment Management, LP
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
Strome Group, Inc.
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Mark E. Strome
|
|
Name:
|
Mark E. Strome
|
|
Its:
|
President
|
|
|
|
|
Strome Investment Management, LP
|
|
|
|
|
By:
|
Strome Group, Inc.
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Mark E. Strome
|
|
Name:
|
Mark E. Strome
|
|
Its:
|
President
|
|
|
|
|
Strome Group, Inc.
|
|
|
|
|
By:
|
/s/ Mark E. Strome
|
|
Name:
|
Mark E. Strome
|
|
Its:
|
President
|
|
|
|
|
|
|
|
/s/ Mark E. Strome
|
|
Mark E. Strome
|