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


Date of Report (Date of earliest event reported): November 22, 2023



(Exact name of Registrant as Specified in Its Charter)







(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


21 East Long Lake Road, Suite 100,

Bloomfield Hills, Michigan



(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




The Nasdaq Stock Market

Warrants to purchase shares of Common

Stock, par value $0.001 per share




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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On November 22, 2023, the Company was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that as a result of the Company’s previously disclosed noncompliance with Nasdaq Listing Rule 5550(b)(1), Nasdaq has determined to delist the Company’s common stock from the Nasdaq Capital Market and, accordingly, will suspend trading in the Company’s common stock effective at the open of business, on November 27, 2023. Nasdaq further indicated that it will file a Form 25 Notification of Delisting with the Securities and Exchange Commission (the “SEC”).


The Company has applied to have its common stock quoted on the OTC Markets’ OTCQB® market tier, an electronic quotation service operated by OTC Markets Group Inc. for eligible securities traded over-the-counter.  Pending approval, the Company expects that trading of the Company’s common stock will commence on the OTC Pink Sheets at the open of business on November 27, 2023 under its current trading symbol ZIVO.


The transition to the quotation of the Company’s common stock on the OTC Markets will have no effect on the Company’s business or operations. The Company will continue to file periodic and other required reports with the SEC under applicable federal securities laws that will be available on the SEC’s website, www.SEC.gov.








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.






/s/ Keith Marchiando



Keith Marchiando



Chief Financial Officer



Date: November 27, 2023





Nov. 22, 2023
Cover [Abstract]  
Entity Registrant Name ZIVO BIOSCIENCE, INC.
Entity Central Index Key 0001101026
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Nov. 22, 2023
Entity File Number 000-30415
Entity Incorporation State Country Code NV
Entity Tax Identification Number 87-0699977
Entity Address Address Line 1 21 East Long Lake Road
Entity Address Address Line 2 Suite 100
Entity Address City Or Town Bloomfield Hills
Entity Address State Or Province MI
Entity Address Postal Zip Code 48304
City Area Code 248
Local Phone Number 452-9866
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol ZIVO
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false

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