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


Date of Report (Date of earliest event reported): December 5, 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





Name of each exchange on which registered

Common Stock, par value $0.001 per share





Warrants to purchase shares of Common Stock, par value $0.001 per share






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 3.02. Unregistered Sales of Equity Securities.


Between December 29, 2023 and January 3, 2024, Zivo Bioscience, Inc. (the “Company”) sold 288,359 shares of the Company’s common stock, par value $0.001, at prices per share between $1.20 and 1.30, and at an average price of $1.27 per share to a number of accredited investors. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The common stock was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and was offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering.








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: January 5, 2024





Dec. 05, 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 Dec. 05, 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
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false

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