ZIVO Reports Unregistered Equity Sales on Dec 5, 2023
Ticker: ZIVOW · Form: 8-K · Filed: Jan 17, 2024 · CIK: 1101026
| Field | Detail |
|---|---|
| Company | Zivo Bioscience, Inc. (ZIVOW) |
| Form Type | 8-K |
| Filed Date | Jan 17, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Key Dollar Amounts | $0.001, $0, $2.82, $4, $3.05 |
| Sentiment | bearish |
Complexity: simple
Sentiment: bearish
Topics: unregistered-sales, equity-offering, dilution
TL;DR
**ZIVO sold unregistered stock and warrants, likely diluting current shareholders.**
AI Summary
Zivo Bioscience, Inc. (ZIVO) filed an 8-K on January 17, 2024, reporting unregistered sales of equity securities that occurred on December 5, 2023. The filing indicates the company issued common stock and warrants, which could dilute existing shareholders' ownership. This matters to investors because unregistered sales often occur at a discount, potentially signaling a need for capital and putting downward pressure on the stock price.
Why It Matters
Unregistered sales of equity can dilute existing shareholders and often suggest the company is raising capital, which may be perceived negatively by the market.
Risk Assessment
Risk Level: medium — The issuance of unregistered equity can lead to dilution and potential downward pressure on the stock price, creating medium risk for current investors.
Analyst Insight
A smart investor would monitor ZIVO's stock price for signs of dilution-related selling pressure and investigate the terms of the unregistered sales to understand the potential impact on existing shareholders.
Key Numbers
- $0.001 — Par Value per Share (The par value for both Common Stock and Warrants issued by Zivo Bioscience, Inc.)
Key Players & Entities
- Zivo Bioscience, Inc. (company) — the registrant filing the 8-K
- December 5, 2023 (date) — date of the earliest event reported (unregistered sales)
- January 17, 2024 (date) — date the 8-K was filed
- ZIVO (company) — trading symbol for Common Stock
- ZIVOW (company) — trading symbol for Warrants
- $0.001 (dollar_amount) — par value per share of Common Stock and Warrants
Forward-Looking Statements
- The unregistered sales could lead to short-term downward pressure on ZIVO's stock price due to potential dilution. (ZIVO) — medium confidence, target: Q1 2024
FAQ
What was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was the unregistered sales of equity securities, which occurred on December 5, 2023.
What type of securities did Zivo Bioscience, Inc. sell in these unregistered transactions?
Zivo Bioscience, Inc. sold Common Stock, par value $0.001 per share, and Warrants to purchase shares of Common Stock, par value $0.001 per share, in these unregistered transactions.
What is the trading symbol for Zivo Bioscience, Inc.'s Common Stock?
The trading symbol for Zivo Bioscience, Inc.'s Common Stock is ZIVO.
On what exchange are Zivo Bioscience, Inc.'s Common Stock and Warrants registered?
Both Zivo Bioscience, Inc.'s Common Stock and Warrants are registered on the OTC exchange.
What is the par value of the Common Stock and Warrants mentioned in the filing?
The par value for both the Common Stock and Warrants mentioned in the filing is $0.001 per share.
Filing Stats: 498 words · 2 min read · ~2 pages · Grade level 11.1 · Accepted 2024-01-17 16:11:48
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 $2.82
- $2.82 — lue $0.001, at prices per share between $2.82 and $4.02, and at an average price of $
- $4 — , at prices per share between $2.82 and $4.02, and at an average price of $3.05 pe
- $3.05 — 2 and $4.02, and at an average price of $3.05 per share to a number of accredited inv
Filing Documents
- zivo_8k.htm (8-K) — 22KB
- 0001654954-24-000694.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 January 4, 2024 and January 16, 2024, Zivo Bioscience, Inc. (the "Company") sold 174,145 shares of the Company's common stock, par value $0.001, at prices per share between $2.82 and $4.02, and at an average price of $3.05 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. As of January 16, 2024, the Company has 2,748,167 common stock shares outstanding. 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 17, 2024 3