ZIVO Reports Unregistered Equity Sales on Dec 5, 2203

TL;DR

**ZIVO sold unregistered shares and warrants, potentially diluting existing shareholders.**

AI Summary

Zivo Bioscience, Inc. filed an 8-K on January 3, 2024, reporting unregistered sales of equity securities that occurred on December 5, 2023. This filing indicates that the company issued new shares of common stock and warrants without a public registration, which could dilute the value of existing shares. Investors should be aware that such unregistered sales often provide capital to the company but can increase the total number of shares outstanding, potentially impacting stock price negatively.

Why It Matters

Unregistered sales of equity securities can dilute the ownership stake of current shareholders and may signal a need for capital that the company is raising outside of traditional public offerings.

Risk Assessment

Risk Level: medium — The issuance of unregistered equity can lead to dilution for current shareholders, which is a medium risk.

Analyst Insight

A smart investor would monitor ZIVO's trading volume and price action closely for signs of dilution impact and consider the implications of the company raising capital through unregistered sales rather than traditional public offerings.

Key Numbers

• $0.001 — Par Value per Share (The par value for both Common Stock and Warrants to purchase Common Stock.)

Key Players & Entities

• Zivo Bioscience, Inc. (company) — the registrant filing the 8-K
• Nevada (company) — state of incorporation for Zivo Bioscience, Inc.
• December 5, 2023 (date) — date of the earliest event reported regarding unregistered sales of equity securities
• January 3, 2024 (date) — date the 8-K filing was made
• $0.001 (dollar_amount) — par value per share of Common Stock and Warrants

Forward-Looking Statements

• The stock price of ZIVO may experience downward pressure due to potential dilution from the unregistered equity sales. (ZIVO) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ZIVO OTC Warrants to pu
• $0 — f the Company's common stock, par value $0.001, at prices per share between $1.00
• $1.00 — lue $0.001, at prices per share between $1.00 and 1.35, and at an average price of $1
• $1.16 — 00 and 1.35, and at an average price of $1.16 per share to a number of accredited inv

Filing Documents

• zivo_8k.htm (8-K) — 21KB
• 0001654954-24-000154.txt ( ) — 138KB
• zivo-20231205.xsd (EX-101.SCH) — 6KB
• zivo-20231205_lab.xml (EX-101.LAB) — 14KB
• zivo-20231205_cal.xml (EX-101.CAL) — 1KB
• zivo-20231205_pre.xml (EX-101.PRE) — 9KB
• zivo-20231205_def.xml (EX-101.DEF) — 2KB
• zivo_8k_htm.xml (XML) — 3KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Between December 12, 2023 and December 27, 2023, Zivo Bioscience, Inc. (the "Company") sold 266,324 shares of the Company's common stock, par value $0.001, at prices per share between $1.00 and 1.35, and at an average price of $1.16 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. 2

SIGNATURES

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 3, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR