0001736749-18-000011.txt : 20181024
0001736749-18-000011.hdr.sgml : 20181024
20181024165938
ACCESSION NUMBER: 0001736749-18-000011
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171120
FILED AS OF DATE: 20181024
DATE AS OF CHANGE: 20181024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STROME MARK E
CENTRAL INDEX KEY: 0000919484
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30415
FILM NUMBER: 181136914
MAIL ADDRESS:
STREET 1: 100 WILSHIRE BLVD
STREET 2: 15TH FL
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Strome Alpha Fund L P
CENTRAL INDEX KEY: 0001324539
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30415
FILM NUMBER: 181136915
BUSINESS ADDRESS:
STREET 1: 100 WILSHIRE BLVD SUITE 1750
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
BUSINESS PHONE: 310-917-6600
MAIL ADDRESS:
STREET 1: 100 WILSHIRE BLVD SUITE 1750
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STROME INVESTMENT MANAGEMENT LP
CENTRAL INDEX KEY: 0000936711
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30415
FILM NUMBER: 181136916
BUSINESS ADDRESS:
STREET 1: 100 WILSHIRE BLVD
STREET 2: 15TH FLOOR
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
MAIL ADDRESS:
STREET 1: 100 WILSHIRE BLVD
STREET 2: 15TH FLOOR
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
FORMER NAME:
FORMER CONFORMED NAME: STROME SUSSKIND INVESTMENT MANAGEMENT LP
DATE OF NAME CHANGE: 19950202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STROME GROUP, INC.
CENTRAL INDEX KEY: 0001724136
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30415
FILM NUMBER: 181136917
BUSINESS ADDRESS:
STREET 1: 100 WILSHIRE BLVD., SUITE 1750
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
BUSINESS PHONE: 3109176600
MAIL ADDRESS:
STREET 1: 100 WILSHIRE BLVD., SUITE 1750
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STROME MEZZANINE FUND, LP
CENTRAL INDEX KEY: 0001713153
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30415
FILM NUMBER: 181136918
BUSINESS ADDRESS:
STREET 1: 100 WILSHIRE BLVD., SUITE 1750
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
BUSINESS PHONE: 3109176600
MAIL ADDRESS:
STREET 1: 100 WILSHIRE BLVD., SUITE 1750
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Zivo Bioscience, Inc.
CENTRAL INDEX KEY: 0001101026
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 870699977
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2804 ORCHARD LAKE ROAD, SUITE 202
CITY: KEEGO HARBOR
STATE: MI
ZIP: 48320
BUSINESS PHONE: (248) 452 9866
MAIL ADDRESS:
STREET 1: 2804 ORCHARD LAKE ROAD, SUITE 202
CITY: KEEGO HARBOR
STATE: MI
ZIP: 48320
FORMER COMPANY:
FORMER CONFORMED NAME: HEALTH ENHANCEMENT PRODUCTS INC
DATE OF NAME CHANGE: 20040202
FORMER COMPANY:
FORMER CONFORMED NAME: WESTERN GLORY HOLE INC
DATE OF NAME CHANGE: 19991215
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2017-11-20
0
0001101026
Zivo Bioscience, Inc.
OTCQB:ZIVO
0000919484
STROME MARK E
100 WILSHIRE BLVD, SUITE 1750
SANTA MONICA
CA
90401
0
0
1
0
0001324539
Strome Alpha Fund L P
100 WILSHIRE BLVD SUITE 1750
SANTA MONICA
CA
90401
0
0
1
0
0000936711
STROME INVESTMENT MANAGEMENT LP
100 WILSHIRE BLVD, SUITE 1750
SANTA MONICA
CA
90401
0
0
1
0
0001724136
STROME GROUP, INC.
100 WILSHIRE BLVD., SUITE 1750
SANTA MONICA
CA
90401
0
0
1
0
0001713153
STROME MEZZANINE FUND, LP
100 WILSHIRE BLVD., SUITE 1750
SANTA MONICA
CA
90401
0
0
1
0
Common Stock Purchase Warrant
0.1
2017-11-21
4
P
0
666667
0
A
2017-11-21
2022-11-20
Common Stock
666667
666667
I
See footnote
Common Stock Purchase Warrant
0.1
2017-11-21
4
P
0
333333
0
A
2017-11-21
2022-11-20
Common Stock
333333
1000000
I
See footnote
Convertible Debt
0.1
2018-06-28
4
P
0
691187
691187
A
2018-06-28
2019-04-01
Common Stock
6911870
21911870
I
See footnote
Common Stock Purchase Warrant
0.1
2018-06-07
4
P
0
16000000
0
A
2018-06-07
2023-06-01
Common Stock
16000000
16000000
I
See footnote
Common Stock Purchase Warrant
0.1
2018-06-07
4
P
0
9000000
0
A
2018-06-07
2023-06-01
Common Stock
9000000
9000000
I
See footnote
Strome Mezzanine Fund, L.P. ("Strome Mezzanine") entered into a Participation Agreement dated July 21, 2017 (the "Participation Agreement") with HEP Investments, LLC ("HEP") and Zivo Bioscience, Inc. ("Zivo"), as amended by the Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 (the "Amendment"), which added Strome Alpha Fund LP ("Strome Alpha") as a party to the Participation Agreement. A copy of the Participation Agreement was filed with Strome Mezzanine's Schedule 13D on July 31, 2017, and a copy of the Amendment was filed with Strome Mezzanine's Schedule 13D/A on November 21, 2017. Under the terms of the Participation Agreement, Strome Mezzanine and Strome Alpha agreed to fund a portion of a Ninth Amended and Restated Secured Promissory Note made by Zivo in favor of HEP.
As additional consideration for Strome Mezzanine's funding of the Participation Agreement and to encourage Strome Mezzanine's continued investment in Zivo, Laith Yaldoo, the Manager of HEP, assigned this warrant to Strome Mezzanine. No valuation of this portion of the consideration was assigned.
This filing is made on behalf of Strome Mezzanine, Strome Alpha, Strome Investment Management, LP, Strome Group, Inc., and Mark Strome (together,the "Reporting Persons"). Strome Investment Management, LP is the general partner of Strome Mezzanine and Strome Alpha. Strome Group, Inc. is the general partner of Strome Investment Management, LP. Mark Strome is the President and CEO of Strome Group, Inc. Strome Investment Management, LP, Strome Group, Inc., and Mark Strome may be deemed to share voting and investment power for the shares held by Strome Mezzanine and Strome Alpha.
Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.
As additional consideration for Strome Alpha's funding of the Participation Agreement and to encourage Strome Alpha's continued investment in Zivo, Laith Yaldoo, the Manager of HEP, assigned this warrant to Strome Alpha. No valuation of this portion of the consideration was assigned.
On June 28, 2018, Strome Mezzanine, Strome Alpha, HEP and Zivo entered into the First Amended and Restated Participation Agreement (the "A&R Participation Agreement"). Under the terms of the A&R Participation Agreement, Strome Mezzanine purchased a participation right in the Eleventh Amended and Restated Senior Secured Promissory Note dated May 16, 2018 (the "Eleventh A&R Note") in the amount of $691,187. The Eleventh A&R Note accrues interest at a rate of eleven percent per annum. The principal amount of the Eleventh A&R Note and accrued interest are convertible to Common Stock of Zivo at $0.10 per share.
Under the A&R Participation Agreement, upon conversion Strome Mezzanine and Strome Alpha will receive shares of Common Stock equal to the principal and one-half of the accrued interest but unpaid interest, converted at $0.10 per share. If all of the principal and accrued but unpaid interest were converted as of the date hereof, Strome Mezzanine and Strome Alpha would receive a combined 22,952,461 shares of Common Stock. Under the terms of the A&R Participation Agreement, Strome Mezzanine would receive 17,697,804 shares upon conversion , and Strome Alpha would receive 5,254,657 of the shares issued upon conversion. A copy of the A&R Participation Agreement was filed with Strome Mezzanine's Schedule 13D on October 24, 2018, and a copy of the Eleventh A&R Note was filed with Zivo's Form 8-K on May 18, 2018.
Under the terms of the A&R Participation Agreement, in consideration of Strome Mezzanine purchasing a participation right in the Eleventh A&R Note, Zivo issued this warrant to Strome Mezzanine.
Kenneth R. Powell, Attorney-in-Fact by Power of Attorney
2018-10-24