Strome Group Adjusts Zivo Bioscience Stake

TL;DR

Strome Group now holds 4.9% of Zivo Bioscience after filing an amendment.

AI Summary

On April 9, 2024, Strome Alpha Fund, L.P. and its affiliates, including Mark E. Strome, filed an amendment to their Schedule 13D regarding Zivo Bioscience, Inc. The filing indicates a change in beneficial ownership, with the group now holding 1,100,000 shares, representing approximately 4.9% of the outstanding common stock. This filing follows previous amendments and reflects ongoing adjustments to their investment in Zivo Bioscience.

Why It Matters

This filing signals a potential shift in significant shareholder activity for Zivo Bioscience, Inc., which could influence the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant shareholders can introduce volatility and uncertainty for the company's stock.

Key Numbers

• 1,100,000 — Shares Held (Represents the total number of shares beneficially owned by the Strome Group.)
• 4.9% — Ownership Stake (Indicates the percentage of Zivo Bioscience's outstanding common stock held by the Strome Group.)

Key Players & Entities

• Strome Alpha Fund, L.P. (company) — Filing entity
• Mark E. Strome (person) — Affiliated individual
• Zivo Bioscience, Inc. (company) — Subject company
• 1,100,000 (dollar_amount) — Number of shares held
• 4.9% (dollar_amount) — Percentage of outstanding stock

FAQ

Key Financial Figures

• $0.001 — dule 13D/A relates to the common stock, $0.001 par value (the “Common Stock&rdqu
• $1,691,187.08 — ment”). Strome Mezzanine paid its $1,691,187.08 obligation under the A&R Participation
• $500,000 — m investment capital in two payments of $500,000 each on July 21, 2017 and September 20,
• $691,187.08 — September 20, 2017, and one payment of $691,187.08 on June 1, 2018. Strome Mezzanine paid
• $881,996.61 — ed 8,819,996 shares of Common Stock for $881,996.61 on May 11, 2018, and 4,268,163 shares o
• $426,816.31 — nd 4,268,163 shares of Common Stock for $426,816.31 on May 23, 2018, both from the assets o
• $4.99 — ares of Common Stock from the Issuer at $4.99 per share and (b) immediately exercisab
• $0.01 — er for 40,000 shares of Common Stock at $0.01 per warrant (the “IPO Warrants&rd
• $1.25 — ares of Common Stock from the Issuer at $1.25 per share and 75,000 shares of Common S
• $2.89 — ares of Common Stock from the Issuer at $2.89 per share, respectively. Prior to the d
• $1.0 million — a participation right for the amount of $1.0 million in the Note, and Strome Alpha purchased

Filing Documents

• ea0203503-13da7strome_zivo.htm (SC 13D/A) — 129KB
• 0001174947-24-000523.txt ( ) — 131KB

Security and Issuer

Item 1. Security and Issuer This statement on Schedule 13D/A relates to the common stock, $0.001 par value (the “Common Stock”), of Zivo Bioscience, Inc., a Michigan corporation (the “Issuer”). The Issuer’s principal offices are located at 21 E. Long Lake Road, Suite 100, Bloomfield Hills, Michigan 48304.

Identity and Background

Item 2. Identity and Background This statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Strome Mezzanine Fund, LP, which is a Delaware limited partnership (“Strome Mezzanine”); (ii) Strome Alpha Fund, L.P., which is a Delaware limited partnership (“Strome Alpha”); (iii) Strome Investment Management, LP, which is a Delaware limited partnership and the general partner of each of Strome Mezzanine and Strome Alpha; (iv) Strome Group, Inc., which is a Delaware corporation and the general partner of Strome Investment Management, LP; and (v) Mark E. Strome, who is a United States citizen and the sole director, president, and chief executive officer of Strome Group, Inc. The principal business address for Strome Investment Management, LP, Strome Group, Inc., and Mr. Strome is 13535 Ventura Blvd., Ste C-525, Sherman Oaks, CA 91423, and the principal business address for Strome Mezzanine and Strome Alpha is 1688 Meridian Ave., Suite 727, Miami Beach, Florida 33139. The principal business of each of Strome Mezzanine, Strome Alpha and Strome Investment Management, LP is to invest in both public and private securities. The principal business of Strome Group, Inc. is to act as a holding company for business investments, and the principal occupation of Mr. Strome is serving as the President of the Strome Group, Inc. During the last five years, none of the Reporting Persons (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration On May 28, 2021, the Issuer effected a reverse stock split of its issued and outstanding shares of Common Stock and treasury shares on a 1-for-80 basis (“2021 Reverse Stock Split”). As a result of the 2021 Reverse Stock Split, every 80 shares of Common Stock that the Reporting Persons beneficially owned were converted into 1 share of Common Stock. On October 26, 2023, the Issuer effected a reverse stock split of its issued and outstanding shares of Common Stock and treasury shares on a 1-for-6 basis (“2023 Reverse Stock Split” and together with the 2021 Reverse Stock Split, the “Reverse Stock Splits”). As a result of the 2023 Reverse Stock Split, every 6 shares of Common Stock that the Reporting Persons beneficially owned were converted into 1 share of Common Stock. CUSIP No. 98978N 3098 13D/A Page 8 of 12 After giving effect to the Reverse Stock Splits, Strome Mezzanine has acquired or has the right to acquire beneficial ownership of 45,064.5 shares of Common Stock, which were issued or are issuable as follows: (i) 41,939.5 were issued on June 2, 2021 in accordance with the Debt Extension and Conversion Agreement, dated March 3, 2021, by and among Strome Mezzanine, Strome Alpha and HEP Investments, LLC (“HEP”), attached hereto as Exhibit 8 and incorporated herein by reference (“Debt Extension and Conversion Agreement”) upon conversion of the Eleventh Amended and Restated Senior Secured Convertible Promissory Note dated May 16, 2018 made by the Issuer (the “Note”) in favor of HEP issued pursuant to the First Amended and Restated Participation Agreement between HEP, Strome Mezzanine, Strome Alpha and the Issuer dated June 28, 2018 attached as Exhibit 5 and incorporated by this reference (the “A&R Participation Agreement”); and (ii) 3,125 are issuable upon exercise of a warrant issued to Strome Mezzanine by the Issuer in co

Purpose of Transaction

Item 4. Purpose of Transaction On July 21, 2017, Strome Mezzanine, HEP and the Issuer entered into the Participation Agreement attached as Exhibit 2 and incorporated by this reference, which was subsequently amended by the Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 attached as Exhibit 3 and incorporated by this reference (the “Amendment,” and the Participation Agreement as so amended, the “Participation Agreement”). The Amendment added Strome Alpha as a party to the Participation Agreement. Under the terms of the Participation Agreement, Strome Mezzanine purchased a participation right for the amount of $1.0 million in the Note, and Strome Alpha purchased a participation right for the amount of $500,000 in the Note. The payments pursuant to the Participation Agreement were paid in three equal tranches; the first two tranches of $500,000 were paid by Strome Mezzanine and the third tranche of $500,000 was paid by Strome Alpha. Upon each payment, Strome Mezzanine or Strome Alpha, as applicable, received the right to convert its payment to 62,500 shares of Common Stock (after giving effect to the Reverse Stock Splits), and received immediately exercisable warrants. As of the date of this Amendment, such warrants have expired and are no longer exercisable by the applicable Reporting Person. Further, as a result of the conversion of the Note into shares of Common Stock on June 2, 2021, the Participation Agreement is no longer in effect. CUSIP No. 98978N 3098 13D/A Page 9 of 12 On May 11, 2018, the Trust purchased 8,819,996 shares of Common Stock, and on May 23, 2018, the Trust purchased an additional 4,268,163 shares of Common Stock, which shares of Common Stock were converted to 18,375 shares of Common Stock and 8,892 shares of Common Stock, as a result of the Reverse Stock Splits. On June 2, 2021, pursuant to the Issuer’s public offering of Com

Interest in Securities of the

Item 5. Interest in Securities of the Issuer (a–b) The aggregate number and percentage of the shares of Common Stock outstanding beneficially owned by each Reporting Person set forth below and on pages 2-6 hereof are based on 2,802,988 shares of Common Stock outstanding as of April 2, 2024. Reporting Person Amount beneficially owned Percent of class Sole power to vote or direct the vote Shared power to vote or direct the vote Sole power to dispose or to direct the disposition of Shared power to dispose or direct the disposition of Amount of beneficially owned securities subject to right to acquire Strome Mezzanine Fund, LP 57,506 2.1 % 0 57,506 0 57,506 57,506 Strome Alpha Fund, L.P. 57,506 2.1 % 0 57,506 0 57,506 57,506 Strome Investment Management, LP 57,506 2.1 % 0 57,506 0 57,506 57,506 Strome Group, Inc. 57,506 2.1 % 0 57,506 0 57,506 57,506 Mark E. Strome 256,150 9.1 % 198,644 57,506 198,644 57,506 57,506 (c) None. (d) None. (e) Not applicable. CUSIP No. 98978N 3098 13D/A Page 11 of 12

Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer

above summarizes provisions

Item 4 above summarizes provisions of the Participation Agreement, the amendment to the Participation Agreement, the Note, the Guaranty, the A&R Participation Agreement, the Second Guaranty, the License Participation Agreement, and the Debt Extension and Conversion Agreement and is incorporated herein by reference. Copies of the Participation Agreement, the amendment to the Participation Agreement, the Note, the Guaranty, the A&R Participation Agreement, the Second Guaranty, the License Participation Agreement, and the Debt Extension and Conversion Agreement are filed as exhibits to this Schedule 13D/A and are incorporated by reference. As of the date of this Amendment, the Participation Agreement, the Note, the Guaranty, the A&R Participation Agreement and the Second Guaranty are no longer in effect. Strome Mezzanine and Strome Alpha intend to act together to pursue a common strategy of acquisition or disposition with respect to their investment in the Issuer. Such understanding has not been reduced to a written agreement.

Material to be Filed As Exhibits

Item 7. Material to be Filed As Exhibits Exhibit Number Description 1 Joint Filing Agreement dated November 21, 2017, by and among Strome Mezzanine Fund, LP, Strome Alpha Fund, L.P., Strome Investment Management, LP, Strome Group, Inc., and Mark E. Strome, incorporated by reference from Exhibit 1 to Strome Mezzanine’s Schedule 13D/A filed with the SEC on November 21, 2017 2 Participation Agreement dated July 21, 2017 by and between HEP Investments, LLC and Strome Mezzanine Fund, LP, incorporated by reference from Exhibit 2 to Strome Mezzanine’s Schedule 13D filed with the SEC on July 31, 2017 3 Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 by and among Strome Mezzanine Fund LP, Strome Alpha Fund, L.P., HEP Investments, LLC, Zivo Bioscience, Inc. and Laith Yaldoo, incorporated by reference from Exhibit 3 to Strome Mezzanine’s Schedule 13D/A filed with the SEC on November 21, 2017 4 Eleventh Amended and Restated Senior Secured Convertible Promissory Note dated May 16, 2018 made by Zivo Bioscience, Inc. in favor of HEP Investments LLC, incorporated by reference from Exhibit 10.2 to Zivo Bioscience, Inc.’s Form 8-K filed with the SEC on May 18, 2018 5 First Amended and Restated Participation Agreement dated June 28, 2018, among Strome Mezzanine Fund LP, Strome Alpha Fund LP and HEP Investments, LLC, incorporated by reference from Exhibit 7 to Strome Mezzanine’s Schedule 13D/A filed with the SEC on October 24, 2018 6 Guaranty dated June 28, 2018 made by Laith Yaldoo in favor of Strome Mezzanine Fund, incorporated by reference from Exhibit 8 to Strome Mezzanine’s Schedule 13D/A filed with the SEC on October 24, 2018 7 License Co-Development Participation Agreement dated October 8, 2020, by and between Zivo Bioscience, Inc. and Strome Mezzanine Fund, LP incorporated by reference from Exhibit 9 to Strome Mezzanine&rsqu

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