ZIVO Reports Unregistered Equity Sales on Dec 5, 2023
Ticker: ZIVOW · Form: 8-K · Filed: Jan 5, 2024 · CIK: 1101026
| Field | Detail |
|---|---|
| Company | Zivo Bioscience, Inc. (ZIVOW) |
| Form Type | 8-K |
| Filed Date | Jan 5, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Key Dollar Amounts | $0.001, $0, $1.20, $1.27 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: equity-offering, unregistered-sales, capital-raise, dilution
TL;DR
**ZIVO sold unregistered stock and warrants, raising capital but potentially diluting shares.**
AI Summary
Zivo Bioscience, Inc. (ZIVO) reported on December 5, 2023, the unregistered sale of equity securities, specifically common stock and warrants. This filing indicates that the company is raising capital through private placements, which can dilute existing shareholders' ownership if not managed carefully. Investors should note that while this provides ZIVO with funds, the terms of these unregistered sales are not fully disclosed in this 8-K, making it harder to assess the full impact on the stock's value.
Why It Matters
This filing signals Zivo Bioscience is raising capital, which can be good for funding operations but may dilute existing shareholders if new shares are issued at a discount.
Risk Assessment
Risk Level: medium — The sale of unregistered equity can lead to dilution for existing shareholders, and the terms of such sales are often less transparent than registered offerings.
Analyst Insight
Investors should monitor subsequent filings for details on the number of shares and warrants sold, the price per share, and the identity of the purchasers to assess potential dilution and the company's financial health.
Key Numbers
- $0.001 — par value per share (par value for both Common Stock and Warrants to purchase Common Stock)
Key Players & Entities
- Zivo Bioscience, Inc. (company) — the registrant selling equity securities
- December 5, 2023 (date) — date of the earliest event reported regarding the unregistered sales
- Nevada (company) — state of incorporation for Zivo Bioscience, Inc.
- ZIVO (company) — trading symbol for Zivo Bioscience, Inc. Common Stock
- ZIVOW (company) — trading symbol for Zivo Bioscience, Inc. Warrants
FAQ
What type of event did Zivo Bioscience, Inc. report in this 8-K filing?
Zivo Bioscience, Inc. reported 'Unregistered Sales of Equity Securities' as the item information for this 8-K filing, with the earliest event reported on December 5, 2023.
What is the par value of Zivo Bioscience, Inc.'s Common Stock and Warrants?
The par value for both the Common Stock and Warrants to purchase shares of Common Stock is $0.001 per share, as stated in the filing.
What are the trading symbols for Zivo Bioscience, Inc.'s securities mentioned in the filing?
The trading symbol for Zivo Bioscience, Inc.'s Common Stock is ZIVO, and for Warrants to purchase shares of Common Stock, it is ZIVOW. Both are registered on the OTC exchange.
When was the earliest event reported for this 8-K filing?
The earliest event reported in this 8-K filing occurred on December 5, 2023, concerning the unregistered sales of equity securities.
Where is Zivo Bioscience, Inc.'s principal executive office located?
Zivo Bioscience, Inc.'s principal executive office is located at 21 East Long Lake Road, Suite 100, Bloomfield Hills, Michigan, 48304.
Filing Stats: 485 words · 2 min read · ~2 pages · Grade level 11.2 · Accepted 2024-01-05 17:17:33
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 $1.20
- $1.20 — lue $0.001, at prices per share between $1.20 and 1.30, and at an average price of $1
- $1.27 — 20 and 1.30, and at an average price of $1.27 per share to a number of accredited inv
Filing Documents
- zivo_8k.htm (8-K) — 22KB
- 0001654954-24-000274.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 29, 2023 and January 3, 2024, Zivo Bioscience, Inc. (the "Company") sold 288,359 shares of the Company's common stock, par value $0.001, at prices per share between $1.20 and 1.30, and at an average price of $1.27 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 5, 2024 3