Zivo Bioscience Enters Material Definitive Agreement
Ticker: ZIVOW · Form: 8-K · Filed: Jan 15, 2025 · CIK: 1101026
| Field | Detail |
|---|---|
| Company | Zivo Bioscience, Inc. (ZIVOW) |
| Form Type | 8-K |
| Filed Date | Jan 15, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001, $5,306,500 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, corporate-history
TL;DR
Zivo Bioscience just signed a big deal, filing an 8-K on Jan 9th.
AI Summary
On January 9, 2025, Zivo Bioscience, Inc. entered into a material definitive agreement. The company, previously known as Health Enhancement Products Inc and Western Glory Hole Inc, is incorporated in Nevada and operates in the Biological Products sector.
Why It Matters
This filing indicates a significant new contract or partnership for Zivo Bioscience, which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce significant opportunities or risks depending on the terms, which are not fully detailed in this initial filing.
Key Players & Entities
- Zivo Bioscience, Inc. (company) — Registrant
- January 9, 2025 (date) — Date of earliest event reported
- Health Enhancement Products Inc (company) — Former company name
- Western Glory Hole Inc (company) — Former company name
- Nevada (jurisdiction) — State of incorporation
FAQ
What type of material definitive agreement did Zivo Bioscience, Inc. enter into?
The filing states that Zivo Bioscience, Inc. entered into a 'Material Definitive Agreement' on January 9, 2025, but the specific details of the agreement are not provided in this initial 8-K filing.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on January 9, 2025.
What were Zivo Bioscience, Inc.'s former company names?
Zivo Bioscience, Inc. was formerly known as Health Enhancement Products Inc and Western Glory Hole Inc.
In which U.S. state is Zivo Bioscience, Inc. incorporated?
Zivo Bioscience, Inc. is incorporated in Nevada.
What is Zivo Bioscience, Inc.'s Standard Industrial Classification code?
Zivo Bioscience, Inc.'s Standard Industrial Classification code is 2836, which corresponds to Biological Products (No Diagnostic Substances).
Filing Stats: 693 words · 3 min read · ~2 pages · Grade level 12.1 · Accepted 2025-01-15 17:14:38
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share ZIVO OTCQB Warrants to p
- $5,306,500 — an aggregate minimum purchase price of $5,306,500. The Exchange Agreements would provide
Filing Documents
- zivo_8k.htm (8-K) — 28KB
- zivo_ex101.htm (EX-10.1) — 32KB
- 0001654954-25-000453.txt ( ) — 202KB
- zivo-20250109.xsd (EX-101.SCH) — 6KB
- zivo-20250109_lab.xml (EX-101.LAB) — 15KB
- zivo-20250109_cal.xml (EX-101.CAL) — 1KB
- zivo-20250109_pre.xml (EX-101.PRE) — 11KB
- zivo-20250109_def.xml (EX-101.DEF) — 4KB
- zivo_8k_htm.xml (XML) — 5KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. Effective January 9, 2025, the board of directors of Zivo Bioscience, Inc. (the " Company ") authorized the Company to enter into a series of Exchange Agreements (" Exchange Agreements ") with certain accredited investors (" Investors ") party to License and Co-Development Participation Agreements (" Participation Agreements ") with the Company. By way of background, between April 13, 2020 and May 14, 2021, the Company entered into a series of approximately twenty Participation Agreements with the Investors, pursuant to which, each Investor funded a portion of the Company's budget toward development of a license in return for a revenue share and warrants. Under the Participation Agreements, the Company had a buy-out option pursuant to which it could purchase the Investors' right, title and interest in the revenue share for an aggregate minimum purchase price of $5,306,500. The Exchange Agreements would provide for the cancellation of the Purchase Agreements and accompanying forfeiture of each Investor's right to earn certain cash from the revenue share and buy-out option in exchange for 212,260 shares of the Company's common stock, par value $0.001 per share (" Common Stock "), in the aggregate (the " Exchange Program "). To date, the Company has completed an exchange with two Investors for a total of 14,200 shares of Common Stock of the Company. The Exchange Agreements also contain a release of claims and standard representations and warranties of both the Company and each Investor. Laith Yaldoo, a director of the Company, manages, directs, and controls two entities that are expected to participate in the Exchange Program as Investors. The foregoing description of the Exchange Program does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Exchange Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 15, 2025 3