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): December 5, 2023

 

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.)

 

21 East Long Lake Road, Suite 100,

Bloomfield Hills, Michigan

 

48304

(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

 

OTC

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

 

ZIVOW

 

OTC

 

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 January 4, 2024 and January 16, 2024, Zivo Bioscience, Inc. (the “Company”) sold 174,145 shares of the Company’s common stock, par value $0.001, at prices per share between $2.82 and $4.02, and at an average price of $3.05 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. As of January 16, 2024, the Company has 2,748,167 common stock shares outstanding.

 

 

2

 

 

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.

 

 

 

By:

/s/ Keith Marchiando

 

 

 

Keith Marchiando

 

 

 

Chief Financial Officer

 

 

Date: January 17, 2024

 

 

3

 

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Cover
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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