UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 16, 2021

 

ZIVO BIOSCIENCE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Nevada

 

000-30415

 

87-0699977

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

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

 

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))

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

ZIVO

 

The Nasdaq Stock Market

Warrants to purchase shares of Common

Stock, par value $0.001 per share

 

ZIVOW

 

The Nasdaq Stock Market

 

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. ☐

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 16, 2021, Mr. Rondeau gave notice of his intent to resign from the Board of Directors (the “Board”) of Zivo Bioscience, Inc. (the “Company”) effective on September 17, 2021. Mr. Rondeau’s resignation was not the result of any disagreement with the Company’s operations, policies, or practices.

 

In connection with Mr. Rondeau’s resignation, the Board reduced the size of the Board from six directors to five directors, effective as of September 17, 2021.

 

Effective on September 20, 2021, the Board appointed Alison Cornell to the Compensation Committee, and appointed John Payne to the Nominating and Corporate Governance Committee.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number

 

Description

17.1

 

Letter of Resignation

 

 

 

104

 

Cover Page Interactive Data File (embedded within Inline XBRL document).

 

 

2

 

 

SIGNATURE

 

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.

 

 

  

 

 

Dated: September 21, 2021

By:

/s/ Keith Marchiando

 

 

 

Keith Marchiando

Chief Financial Officer, Secretary and Treasurer

 

 

 

3

 

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