FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter) |
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(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
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 |
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| 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.
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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. | |||
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| By: | /s/ Keith Marchiando |
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| Keith Marchiando |
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| Chief Financial Officer |
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Date: January 17, 2024
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Cover |
Dec. 05, 2023 |
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| 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 |