Zivo Bioscience Files 8-K: Agreements, Personnel Changes

Ticker: ZIVOW · Form: 8-K · Filed: Jun 6, 2024 · CIK: 1101026

Zivo Bioscience, Inc. 8-K Filing Summary
FieldDetail
CompanyZivo Bioscience, Inc. (ZIVOW)
Form Type8-K
Filed DateJun 6, 2024
Risk Levelmedium
Pages7
Reading Time9 min
Key Dollar Amounts$0.001, $750,000, $1,000,000, $40,000, $50,000 b
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, corporate-governance, personnel-changes

TL;DR

Zivo Bioscience filed an 8-K detailing new agreements and executive/director changes.

AI Summary

On May 31, 2024, Zivo Bioscience, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. Additionally, the filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions including new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in corporate governance, which can introduce uncertainty and potential risks.

Key Players & Entities

  • Zivo Bioscience, Inc. (company) — Registrant
  • May 31, 2024 (date) — Date of earliest event reported
  • Nevada (jurisdiction) — State of incorporation

FAQ

What is the nature of the Material Definitive Agreement entered into by Zivo Bioscience, Inc. on May 31, 2024?

The filing states that Zivo Bioscience, Inc. entered into a Material Definitive Agreement on May 31, 2024, but the specific details of this agreement are not provided in the summary information of this 8-K filing.

What specific corporate governance changes are reported in this 8-K filing?

The filing reports on the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on May 31, 2024.

What is the state of incorporation for Zivo Bioscience, Inc.?

Zivo Bioscience, Inc. is incorporated in Nevada.

What other items are included in this 8-K filing besides the material agreement and personnel changes?

In addition to the Material Definitive Agreement and changes in directors/officers, the filing also includes Financial Statements and Exhibits.

Filing Stats: 2,210 words · 9 min read · ~7 pages · Grade level 13 · Accepted 2024-06-06 16:54:08

Key Financial Figures

  • $0.001 — ch registered Common Stock, par value $0.001 per share ZIVO OTCQB Warrants to p
  • $750,000 — non-employee director, will not exceed $750,000 in total value or, in the event such no
  • $1,000,000 — to the Board during such calendar year, $1,000,000 in total value. These annual limits do
  • $40,000 — annual board term service cash fee from $40,000 to $50,000 beginning with the service y
  • $50,000 b — d term service cash fee from $40,000 to $50,000 beginning with the service year starting
  • $300,000 — shares of common stock with a value of $300,000 under the Director Equity Plan to Direc
  • $7.96 — Company's stock on the date of grant of $7.96 per share. The Board determined that th
  • $172,670 — ed the three non-employee board members $172,670 in fees; Alison Cornell was due $62,789
  • $62,789 — 172,670 in fees; Alison Cornell was due $62,789, Nola Masterson was due $56,062, and Ch
  • $56,062 — was due $62,789, Nola Masterson was due $56,062, and Chris Maggiore was due $53,819. Th
  • $53,819 — due $56,062, and Chris Maggiore was due $53,819. These unpaid amounts were grossed up f
  • $1.20 — ing stock price on December 29, 2024 of $1.20 per share. On June 5, 2024, all the non
  • $400,000 — he 2021 Plan with an aggregate value of $400,000. However, this award was not made in 20

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Equity Incentive Plan for Non-Employee Directors On May 31, 2024, the Board of Directors (the "Board") of Zivo Bioscience, Inc. (the "Company") adopted the 2024 Equity Incentive Plan for Non-Employee Directors (the "Director Equity Plan"). The Director Equity Plan provides incentives for such persons to exert maximum efforts for the success of the Company and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common stock through the granting of awards. Material features of the Director Equity Plan are: The maximum number of shares of common stock to be issued under the Director Equity Plan is 875,000 shares, which number will automatically increase on January 1 of each year commencing on January 1, 2025, in an amount equal to 5% of the total number of shares of the Common Stock outstanding on December 31 of the preceding year. Shares reacquired by the Company to satisfy the exercise, strike or purchase price of any award or any shares that are reacquired to satisfy a tax withholding obligation in connection with the award will be added back to the share reserve under the Director Equity Plan. The withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an award or the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an award will not be added back to the share reserve. The award of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards is permitted. The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and cash fees paid by the Company to such non-employee director, will not exceed $750,000 in total value or, in the event such non-employee direc

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The disclosures under Items 1.01 and 5.02 above are incorporated under this Item 3.02 by reference. The equity securities issued to the Board and employees totaled 426,671 shares of common stock and options to acquire 1,031,425 shares of common stock. The securities were issued in private placement pursuant to Section 4(a)(2) of the Securities Act and constitute restricted securities. As of June 5, 2024, the Company has 3,278,807 shares of common stock outstanding. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Exhibit Description 10.1 2024 Equity Incentive Plan for Non-Employee Directors and Form Grant Agreements 10.2 Amended Non-Employee Director Compensation Policy 10.3 First Amendment to 2021 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 4

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: June 6, 2024 5

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