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