Zivo Bioscience Narrows Losses Amidst Cash Crunch, Strategic Shifts

TL;DR

**ZIVOW is burning cash at an alarming rate and the going concern warning means this stock is a high-risk gamble for any investor.**

AI Summary

Zivo Bioscience, Inc. reported a net loss of $1,640,232 for the three months ended June 30, 2025, a significant improvement from the $8,236,368 net loss in the same period of 2024. For the six months ended June 30, 2025, the net loss was $5,851,418, down from $9,514,854 in the prior year. Total revenues for the three months ended June 30, 2025, were $53,400, up from zero in the comparable 2024 period, and $53,400 for the six months, compared to $35,720 in 2024. General and administrative expenses decreased substantially to $1,171,137 for the three months ended June 30, 2025, from $5,977,277 in 2024, while research and development expenses decreased to $479,657 from $2,252,325 in the same three-month period. The company's cash position drastically declined from $1,542,442 at December 31, 2024, to $9,823 at June 30, 2025. Zivo Bioscience also entered into seventeen Exchange Agreements, issuing 146,660 shares of common stock to cancel future revenue share rights totaling $3,666,500, and relocated its headquarters to Troy, Michigan, and opened a new R&D facility in Fort Myers, Florida, incurring new lease liabilities of $300,742. The company continues to face substantial doubt about its ability to continue as a going concern due to accumulated deficits and negative cash flows.

Why It Matters

Zivo Bioscience's substantial cash depletion to just $9,823 raises immediate red flags for investors, signaling severe liquidity issues that could impact its operational viability and ability to fund ongoing R&D. While the reduction in net losses and G&A expenses is a positive, it's overshadowed by the precarious cash position and the going concern warning. Competitors in the bioscience space, particularly those focused on algae-derived products, might see Zivo's struggles as an opportunity to gain market share or acquire distressed assets. Employees face uncertainty regarding job security, and customers or partners may question the company's long-term stability, potentially affecting future contracts and collaborations. The market will closely watch for immediate capital raises to address this critical cash shortage.

Risk Assessment

Risk Level: high — The company's cash balance plummeted from $1,542,442 at December 31, 2024, to $9,823 at June 30, 2025, representing a 99.36% decrease in six months. This, coupled with an accumulated deficit of $142,817,969 and a 'going concern' warning, indicates severe liquidity and solvency risks.

Analyst Insight

Investors should avoid ZIVOW until the company demonstrates a clear path to securing significant additional capital and achieving sustainable positive cash flow. The current financial state suggests a high probability of further dilution or potential bankruptcy.

Financial Highlights

debt To Equity

N/A

revenue

$53,400

operating Margin

N/A

total Assets

$703,327

total Debt

$3,244,073

net Income

$ (1,640,232)

eps

N/A

gross Margin

33.56%

cash Position

$9,823

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $9,823 — Cash on Hand (99.36% decrease from $1,542,442 at December 31, 2024, indicating severe liquidity issues.)
• $1,640,232 — Net Loss (Q2 2025) (Significant improvement from $8,236,368 in Q2 2024, but still a substantial loss.)
• $53,400 — Total Revenues (Q2 2025) (Increase from zero in Q2 2024, showing nascent product revenue generation.)
• $142,817,969 — Accumulated Deficit (Highlights long-standing unprofitability and significant financial challenges.)
• $1,906,648 — Net Cash Used in Operating Activities (Six Months 2025) (Continued negative cash flow from core operations, contributing to cash depletion.)
• 146,660 — Shares Issued for Exchange Agreements (Dilution to existing shareholders in exchange for future revenue share rights.)
• $3,666,500 — Future Rights Exchanged (Value of future revenue share rights cancelled through stock issuance.)
• $300,742 — Total Operating Lease Liabilities (New financial obligations from recent facility leases in Troy, MI and Fort Myers, FL.)
• $292,919 — Loan Payable - Current Portion (Short-term debt obligation for insurance premiums, due within one year.)
• 3,817,005 — Common Stock Outstanding (Increased from 3,621,335 at December 31, 2024, indicating share dilution.)

Key Players & Entities

• Zivo Bioscience, Inc. (company) — registrant
• $1,640,232 (dollar_amount) — net loss for three months ended June 30, 2025
• $8,236,368 (dollar_amount) — net loss for three months ended June 30, 2024
• $5,851,418 (dollar_amount) — net loss for six months ended June 30, 2025
• $9,514,854 (dollar_amount) — net loss for six months ended June 30, 2024
• $9,823 (dollar_amount) — cash at June 30, 2025
• $1,542,442 (dollar_amount) — cash at December 31, 2024
• $142,817,969 (dollar_amount) — accumulated deficit at June 30, 2025
• Troy, Michigan (location) — new headquarters location
• Fort Myers, Florida (location) — new laboratory and office facility location

FAQ

Risk Factors

• Severe Liquidity Constraints [high — financial]: The company's cash position has plummeted from $1,542,442 at December 31, 2024, to $9,823 at June 30, 2025. This drastic 99.36% decrease severely limits operational flexibility and raises significant concerns about the ability to meet short-term obligations.
• Substantial Accumulated Deficit [high — financial]: With an accumulated deficit of $142,817,969 as of June 30, 2025, the company has a long history of unprofitability. This deep deficit underscores the significant financial challenges and the long road to achieving sustainable profitability.
• Going Concern Uncertainty [high — financial]: The company continues to face substantial doubt about its ability to continue as a going concern. This is primarily due to persistent accumulated deficits and negative cash flows from operations, which threaten its long-term viability.
• Dilution from Exchange Agreements [medium — financial]: Seventeen Exchange Agreements resulted in the issuance of 146,660 shares of common stock to cancel future revenue share rights totaling $3,666,500. This action dilutes existing shareholders and represents a significant exchange of equity for the extinguishment of potential future revenue.
• New Lease Liabilities [medium — operational]: The relocation of headquarters to Troy, Michigan, and the opening of a new R&D facility in Fort Myers, Florida, have resulted in new operating lease liabilities totaling $300,742. These new obligations add to the company's financial commitments.
• Increased Current Liabilities [medium — financial]: Total current liabilities increased from $2,041,823 at December 31, 2024, to $2,959,588 at June 30, 2025. This increase, particularly in accounts payable and accrued liabilities, strains immediate liquidity.
• Negative Operating Cash Flow [high — financial]: The company used $1,906,648 in net cash for operating activities during the first six months of 2025. This continued drain on cash from core operations exacerbates the liquidity crisis.
• Increased Common Stock Outstanding [medium — financial]: The number of common stock shares outstanding increased from 3,621,335 at December 31, 2024, to 3,817,005 at June 30, 2025. This 5.13% increase, likely due to the exchange agreements, dilutes existing shareholders.

Industry Context

Zivo Bioscience operates in the biotechnology sector, which is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. The industry is competitive, with many companies vying for funding and market share. Recent trends include a focus on novel therapeutic approaches and the increasing importance of strategic partnerships for commercialization.

Regulatory Implications

As a biotechnology company, Zivo Bioscience is subject to stringent regulations from bodies like the FDA. Compliance with these regulations is critical for product development and market approval. Any failure to adhere to these standards could result in significant penalties, delays, or outright rejection of products.

What Investors Should Do

1. Monitor cash burn and liquidity closely.
2. Evaluate the sustainability of new revenue streams.
3. Assess the impact of share dilution.
4. Scrutinize the company's path to profitability.
5. Understand the implications of new lease liabilities.

Key Dates

• 2025-06-30: End of Q2 2025 — Reported a net loss of $1,640,232 and cash of $9,823, highlighting severe liquidity issues despite revenue generation.
• 2025-06-30: Exchange Agreements Executed — 146,660 shares issued to cancel $3,666,500 in future revenue share rights, impacting share count and future revenue potential.
• 2025-06-30: New Facilities Leased — Relocation to Troy, MI, and new R&D in Fort Myers, FL, resulted in $300,742 in new lease liabilities.
• 2025-06-30: Balance Sheet Date — Reflected a drastic decrease in cash to $9,823 and an increase in total liabilities to $3,244,073.
• 2024-12-31: End of Fiscal Year 2024 — Company held $1,542,442 in cash and had total liabilities of $2,158,020.

Glossary

Accumulated deficit

The total net losses of a company since its inception that have not been offset by profits. (Indicates the company's long-standing unprofitability and significant financial challenges, with a deficit of $142,817,969 as of June 30, 2025.)

Going concern

A business's ability to continue operating for the foreseeable future without the threat of liquidation. (The company faces substantial doubt about its ability to continue as a going concern due to persistent negative cash flows and accumulated deficits.)

Operating lease - right of use asset

An asset recognized on the balance sheet representing a company's right to use an asset for the lease term. (The company has a new $285,753 right-of-use asset as of June 30, 2025, related to its new facilities.)

Exchange Agreements

Contracts where parties agree to exchange something of value, in this case, shares for the cancellation of future revenue rights. (Zivo Bioscience issued 146,660 shares to cancel $3,666,500 in future revenue share rights, impacting equity and potential future revenue.)

Current portion of long-term operating lease

The portion of long-term lease payments that are due within the next twelve months. (Represents $63,219 of the new lease liabilities that are due within one year as of June 30, 2025.)

Common stock outstanding

The total number of shares of common stock that have been issued and are held by shareholders. (Increased to 3,817,005 shares as of June 30, 2025, from 3,621,335 at the end of 2024, indicating dilution.)

Product revenue

Revenue generated from the sale of physical products. (Zivo Bioscience reported $53,400 in product revenue for the three and six months ended June 30, 2025, indicating the start of commercial sales.)

Net cash used in operating activities

The amount of cash a company has spent on its core business operations over a period. (The company used $1,906,648 in net cash for operations in the first six months of 2025, highlighting ongoing cash burn.)

Year-Over-Year Comparison

Compared to the prior year's comparable periods, Zivo Bioscience has shown a significant reduction in net loss, with Q2 2025 losses at $1,640,232 versus $8,236,368 in Q2 2024. Total revenues have also seen an increase, generating $53,400 in Q2 2025 compared to zero in Q2 2024. However, operating expenses, particularly G&A, have decreased substantially, contributing to the improved net loss. A critical negative comparison is the drastic 99.36% decrease in cash position from $1,542,442 to $9,823, indicating a severe liquidity crisis despite operational improvements.

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ZIVO OTCQB Warrants to p
• $194,762 — GREEMENTS. The Company also exchanged $194,762 of accounts payable to related parties
• $315,571 — operating lease assets in the amount of $315,571, and lease liabilities of $315,571, at
• $172,670 — ed June 30, 2024, the Company exchanged $172,670 in accounts payable to related parties
• $400,000 — n stock for an accrued bonus payable of $400,000 to the Company's CEO (see NOTE 5 - STOC
• $2,985,000 — Company had bifurcated the proceeds of $2,985,000 as follows: 1) the 17,712 warrants sold

Filing Documents

• zivo_10q.htm (10-Q) — 821KB
• zivo_ex311.htm (EX-31.1) — 14KB
• zivo_ex312.htm (EX-31.2) — 13KB
• zivo_ex321.htm (EX-32.1) — 4KB
• zivo_ex322.htm (EX-32.2) — 4KB
• 0001654954-25-009650.txt ( ) — 3938KB
• zivo-20250630.xsd (EX-101.SCH) — 42KB
• zivo-20250630_lab.xml (EX-101.LAB) — 229KB
• zivo-20250630_cal.xml (EX-101.CAL) — 37KB
• zivo-20250630_pre.xml (EX-101.PRE) — 196KB
• zivo-20250630_def.xml (EX-101.DEF) — 112KB
• zivo_10q_htm.xml (XML) — 635KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION.

Condensed Financial Statements (Unaudited)

Item 1. Condensed Financial Statements (Unaudited) 3

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 19

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk. 26

Controls and Procedures

Item 4. Controls and Procedures. 26

- OTHER INFORMATION

PART II - OTHER INFORMATION.

Legal Proceedings

Item 1. Legal Proceedings. 28

Risk Factors

Item 1A. Risk Factors. 28

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 28

Defaults upon Senior Securities

Item 3. Defaults upon Senior Securities. 28

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. 28

Other Information

Item 5. Other Information. 28

Exhibits

Item 6. Exhibits 29 2 Table of Contents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 2025 2024 ASSETS CURRENT ASSETS: Cash $ 9,823 $ 1,542,442 Accounts receivable 34,364 2,211 Prepaid expenses 365,707 90,789 Total current assets 409,894 1,635,442 OTHER ASSETS: Operating lease - right of use asset 285,753 - Security deposit 7,680 7,680 TOTAL ASSETS $ 703,327 $ 1,643,122 CURRENT LIABILITIES: Accounts payable $ 860,939 $ 547,090 Accounts payable – related party 70,056 194,762 Customer deposits 34,364 - Current portion of long-term operating lease 63,219 - Convertible debentures payable 138,510 138,164 Loan payable – current portion 292,919 - Accrued interest 65,628 65,628 Accrued liabilities – employee bonus 1,433,953 1,096,179 Total current liabilities 2,959,588 2,041,823 LONG TERM LIABILITIES: Lease liabilities 237,523 - Long-term note payable, net of current portion 46,962 116,197 Total long-term liabilities 284,485 116,197 TOTAL LIABILITIES 3,244,073 2,158,020 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT): Common stock, $ 0.001 par value, 25,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 3,817,005 and 3,621,335 issued and outstanding at June 30, 2025, and December 31, 2024, respectively 3,817 3,621 Additional paid-in capital 140,273,406 136,448,032 Accumulated deficit ( 142,817,969 ) ( 136,966,551 ) Total stockholders' equity (deficit) ( 2,540,746 ) ( 514,898 ) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 703,327 $ 1,643,122 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months ended June 30, 2025 For the Three

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