ZIVO / ZIVO Bioscience, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ZIVO Bioscience, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
LEI 549300WXWSRBQ5NTCF69
CIK 1101026
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ZIVO Bioscience, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 18, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40449 Zivo Bio

July 14, 2025 EX-10.1

Form of Bridge Promissory Note

EXHIBIT 10.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SEC

July 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File N

July 14, 2025 EX-4.1

Form of Common Stock Purchase Warrant

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File N

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40449 Zivo Bi

April 25, 2025 DEFA14A

UNITED STATES SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definiti

April 25, 2025 ARS

ARS

April 25, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

March 18, 2025 EX-19

Insider Trading Policy

EXHIBIT 19 INSIDER TRADING COMPLIANCE POLICY This Insider Trading Compliance Policy (this “Policy”) consists of four sections: Section I provides an overview; Section II sets forth the policies of ZIVO BIOSCIENCE, INC.

March 18, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-30415 ZIVO BIOSCIENCE, INC.

March 18, 2025 EX-21.1

Subsidiaries of the Registrant

EXHIBIT 21.1 Subsidiaries of the Registrant Zivo Bioscience, Inc. has the following Subsidiaries: Jurisdiction of Incorporation or Organization Health Enhancement Corporation Nevada Corporation HEPI Pharmaceuticals, Inc. Nevada Corporation Wellmetrix, LLC Delaware limited liability company Wellmetris, LLC Delaware limited liability company Zivo Biologic, Inc. Delaware corporation Zivo Bioscience,

January 27, 2025 8-K

Unregistered Sales of Equity Securities

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2025 ZIVO BIOSCIENCE, INC.

January 15, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission Fil

January 15, 2025 EX-10.1

Form of Exchange Agreement

EXHIBIT 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is entered into as of latest signature date below (the “Effective Date”) by and among investor name (the “Investor”) on the one hand and Zivo Bioscience, Inc., a Nevada corporation (the “Company”) on the other. Whereas, the Company and the Investor are party to a License Co-Development Participation Agreement dated [origina

January 7, 2025 8-K

Other Events

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 ZIVO BIOSCIENCE, INC.

January 7, 2025 EX-1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, Strome Investment Management, LP, Strome Group, Inc.

November 15, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission F

November 15, 2024 EX-10.1

Debt Settlement Agreement, dated November 12, 2024, by and between Howard Shapiro and the Company

EXHIBIT 10.1

November 14, 2024 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40449 Ziv

October 18, 2024 8-K

Unregistered Sales of Equity Securities

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2024 ZIVO BIOSCIENCE, INC.

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40449 Zivo Bio

July 17, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

June 13, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

June 12, 2024 SC 13D

ZIVO / ZIVO Bioscience, Inc. / Cornell Alison A - FORM SC 13D Activist Investment

SC 13D 1 zivosc13d.htm FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Zivo Bioscience, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978N 3098 (CUSIP Number) Alison A. Cornell C/O Zivo Bioscience, Inc. 21 East Long Lake Road, Suite 100 Bloomfield Hil

June 12, 2024 SC 13D

ZIVO / ZIVO Bioscience, Inc. / Marchiando Keith - SC 13D Activist Investment

SC 13D 1 zivosc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Zivo Bioscience, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978N 3098 (CUSIP Number) Keith Marchiando C/O Zivo Bioscience, Inc. 21 East Long Lake Road, Suite 100 Bloomfield Hills, MI

June 12, 2024 SC 13D

ZIVO / ZIVO Bioscience, Inc. / PAYNE JOHN BERNARD - SC 13D Activist Investment

SC 13D 1 zivosc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Zivo Bioscience, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978N 3098 (CUSIP Number) John Bernard Payne C/O Zivo Bioscience, Inc. 21 East Long Lake Road, Suite 100 Bloomfield Hills,

June 7, 2024 8-K/A

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 (May 31, 2024) ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (

June 7, 2024 SC 13D/A

ZIVO / ZIVO Bioscience, Inc. / Maggiore Christopher D. - FORM SC 13D/A Activist Investment

SC 13D/A 1 zivosc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Zivo Bioscience, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Christopher D. Maggiore 4788 Nobles Pond Dr. NW Canton, OH 44718 248-452-9866 Name, Add

June 6, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File N

June 6, 2024 EX-10.2

Amended Non-Employee Director Compensation Policy

EXHIBIT 10.2

June 6, 2024 EX-10.1

2024 Equity Incentive Plan for Non-Employee Directors and Form Grant Agreements

EXIHIBIT 10.1

June 6, 2024 EX-10.3

First Amendment to 2021 Equity Incentive Plan

EXHIBIT 10.3 FIRST AMENDMENT TO ZIVO BIOSCIENCE, INC, 2021 EQUITY INCENTIVE PLAN This First Amendment is adopted effective as of the 31st day of May, 2024 by Zivo Bioscience, Inc. (the “Company”). WHEREAS, the Company has adopted the Zivo Bioscience, Inc. 2021 Equity Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time, the “Plan”); WHEREAS, the Plan initially

May 31, 2024 CORRESP

May 31, 2024

May 31, 2024 VIA EDGAR TRANSMISSION Division of Corporation Finance Office of Technology U.

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40449 Zivo Bi

April 26, 2024 ARS

ARS - PDF COPY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-30415 ZIVO BIOSCIENCE, INC.

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

April 26, 2024 ARS

ARS

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

April 9, 2024 SC 13D/A

ZIVO / ZIVO Bioscience, Inc. / STROME MEZZANINE FUND, LP - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $.001 par value (Title of Class of Securities) 98978N 3098 (CUSIP Number) Timothy R. Damschroder Bodman PLC 201 S. Division, Suite 400 Ann Arbor, MI 48104 (Name, Address and Telephone Number of Perso

March 15, 2024 EX-21.1

Subsidiaries of the Registrant

EXHIBIT 21.1 Subsidiaries of the Registrant Zivo Bioscience, Inc. has the following Subsidiaries: Jurisdiction of Incorporation or Organization Health Enhancement Corporation Nevada Corporation HEPI Pharmaceuticals, Inc. Nevada Corporation Wellmetrix, LLC Delaware limited liability company Wellmetris, LLC Delaware limited liability company Zivo Biologic, Inc. Delaware corporation Zivo Bioscience,

March 15, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-30415 ZIVO BIOSCIENCE, INC.

February 15, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission F

January 22, 2024 SC 13D

ZIVO / ZIVO Bioscience, Inc. / Maggiore Christopher D. - SC 13D Activist Investment

SC 13D 1 zivosc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Zivo Bioscience, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Christopher D. Maggiore 4788 Nobles Pond Dr. NW Canton, OH 44718 Name, Address and Telephone Numb

January 17, 2024 8-K

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 ZIVO BIOSCIENCE, INC.

January 5, 2024 8-K

Unregistered Sales of Equity Securities

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 ZIVO BIOSCIENCE, INC.

January 3, 2024 8-K

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 ZIVO BIOSCIENCE, INC.

December 11, 2023 8-K

Unregistered Sales of Equity Securities

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 ZIVO BIOSCIENCE, INC.

December 1, 2023 RW

Zivo Bioscience, Inc. 21 East Long Lake Road, Suite 100, Bloomfield Hills, Michigan 48304

Zivo Bioscience, Inc. 21 East Long Lake Road, Suite 100, Bloomfield Hills, Michigan 48304 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 United States of America Attention: Mr. Daniel Crawford RE: Zivo Bioscience, Inc. Request to Withdraw Registration Statement on Form S-1 (File No. 333-274867) Dear Mr. Crawford: Pursuant

November 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2023 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission F

November 22, 2023 EX-10.1

Subscription Agreement

EXHIBIT 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made as of November 16, 2023, by and among Zivo Bioscience, Inc., a Nevada corporation (the “Company”), and HEP Investments, LLC (the “Subscriber”). RECITALS Whereas, the Company seeks to sell a maximum of $150,000 (or such higher amount as the Company’s Board of Directors shall determine) (the “Total Amount”) in

November 22, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission F

November 22, 2023 EX-4.1

ZIVO BIOSCIENCE, INC. PROMISSORY NOTE

EXHIBIT 4.1 THIS PROMISSORY NOTE MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS PROMISSORY NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,

November 13, 2023 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40449 Zivo

November 3, 2023 S-1/A

As filed with the Securities and Exchange Commission on November 3, 2023

As filed with the Securities and Exchange Commission on November 3, 2023 Registration No.

November 1, 2023 S-1/A

As filed with the Securities and Exchange Commission on October 31, 2023

As filed with the Securities and Exchange Commission on October 31, 2023 Registration No.

November 1, 2023 EX-4.4

Form of Common Stock Purchase Warrant

EXHIBIT 4.4 WARRANT TO PURCHASE SHARES OF COMMON STOCK ZIVO BIOSCIENCE, INC. Warrant Shares: Initial Exercise Date: THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof

November 1, 2023 EX-10.11

Form of Securities Purchase Agreement

EXHIBIT 10.11 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [*], 2023, between Zivo Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

November 1, 2023 EX-10.12

Form of Lock-Up Agreement

EXHIBIT 10.12 LOCK-UP AGREEMENT [*], 2023 Zivo Bioscience, Inc. 21 E. Long Lake Road, Suite 100 Bloomfield Hills, MI 48304 Re: Securities Purchase Agreement, dated as of [*], 2023 (the “Purchase Agreement”), between Zivo Bioscience, Inc. (the “Company”) and the purchasers signatory thereto Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) s

November 1, 2023 EX-10.13

Form of Placement Agency Agreement

EXHIBIT 10.13 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 [*], 2023 Zivo Bioscience, Inc. 21 E. Long Lake Road, Suite 100 Bloomfield Hills, MI 48304 Attention: John B. Payne Re: Placement Agency Agreement Dear Mr. Payne: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement

November 1, 2023 EX-4.5

Form of Pre-Funded Warrant

EXHIBIT 4.5 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK ZIVO BIOSCIENCE, INC. Warrant Shares: Initial Exercise Date: THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

October 30, 2023 EX-99.8

Debt Extension and Conversion Agreement, dated March 3, 2021, by and among Strome Mezzanine Fund, LP, Strome Alpha Fund, LP and HEP Investments, LLC.

EX-99.8 2 ea187380ex99-8zivobio.htm DEBT EXTENSION AND CONVERSION AGREEMENT, DATED MARCH 3, 2021, BY AND AMONG STROME MEZZANINE FUND, LP, STROME ALPHA FUND, LP AND HEP INVESTMENTS, LLC Exhibit 8 DEBT EXTENSION AND CONVERSION AGREEMENT THIS DEBT EXTENSION AND CONVERSION AGREEMENT (this “Agreement”) is dated as of March 3, 2021 by and between Strome Mezzanine Fund LP and Strome Alpha Fund LP (the “P

October 30, 2023 SC 13D/A

ZIVO / Zivo Bioscience Inc / STROME MEZZANINE FUND, LP - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Timothy R. Damschroder Bodman PLC 201 S. Division, Suite 400 Ann Arbor, MI 48104 (Name, Address and Telephone Number of Person

October 26, 2023 EX-3.1

Certificate of Amendment dated October 25, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed on October 26, 2023)

EXHIBIT 3.1

October 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 Zivo Bioscience, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission Fi

October 26, 2023 EX-99.1

ZIVO Bioscience Announces Reverse Stock Split

EXHIBIT 99.1 ZIVO Bioscience Announces Reverse Stock Split BLOOMFIELD HILLS, Mich., October 26, 2023 -(BUSINESS WIRE)- Zivo Bioscience, Inc. (NASDAQ: ZIVO), a biotech/agtech R&D company engaged in the development of therapeutic, medicinal and nutritional product candidates derived from proprietary algal cultures, today announced that the Board of Directors of the Company approved a 1-for-6 reverse

October 4, 2023 EX-FILING FEES

Filing Fee Table (previously filed as Exhibit 107 to the Registrant’s Registration Statement on Form S-1, filed on October 4, 2023)

EXHIBIT 107 Calculation of Filing Fee Table FORM S-1 (Form Type) Zivo Bioscience, Inc.

October 4, 2023 S-1

As filed with the Securities and Exchange Commission on October 4, 2023

As filed with the Securities and Exchange Commission on October 4, 2023 Registration No.

August 14, 2023 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40449 Zivo Biosc

August 9, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

August 3, 2023 424B3

2,996,260 shares of Common Stock underlying Series A Common Warrants and Series B Common Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273493 PROSPECTUS 2,996,260 shares of Common Stock underlying Series A Common Warrants and Series B Common Warrants This prospectus relates to the resale from time to time by the selling stockholder identified in this prospectus under the caption “Selling Stockholder” (the “selling stockholder”) of up to an aggregate of 2,996,260 shares of comm

August 1, 2023 CORRESP

August 1, 2023

August 1, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Attention: Jimmy McNamara Re: Zivo Bioscience, Inc. Registration Statement on Form S-3 File No. 333-273493 Acceleration Request Requested Date: August 3, 2023 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities

July 28, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Zivo Bioscience, Inc.

July 28, 2023 S-3

As filed with the Securities and Exchange Commission on July 27, 2023

As filed with the Securities and Exchange Commission on July 27, 2023 Registration No.

July 6, 2023 EX-4.2

Form of Series B Common Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on July 6, 2023)

EXHIBIT 4.2 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

July 6, 2023 EX-10.1

Form of Securities Purchase Agreement, dated June 20, 2023 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on July 6, 2023)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2023, between Zivo Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

July 6, 2023 8-K

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 ZIVO BIOSCIENCE, INC.

July 6, 2023 EX-99.1

ZIVO Bioscience Announces Pricing of $4.0 Million Registered Direct Offering Priced At-The-Market

EXHIBIT 99.1 ZIVO Bioscience Announces Pricing of $4.0 Million Registered Direct Offering Priced At-The-Market BLOOMFIELD HILLS, Mich., June 30, 2023 -(BUSINESS WIRE)- Zivo Bioscience, Inc. (NASDAQ: ZIVO), a biotech/agtech R&D company engaged in the development of therapeutic, medicinal and nutritional product candidates derived from proprietary algal cultures, today announced that it has entered

July 6, 2023 EX-1.1

Form of Placement Agent Agreement.

EXHIBIT 1.1 PLACEMENT AGENCY AGREEMENT June 30, 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Zivo Bioscience, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of approximately $4 million of registered securities of the Company, including, but

July 6, 2023 EX-4.1

Form of Series A Common Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 6, 2023)

EXHIBIT 4.1 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

July 6, 2023 EX-4.3

Form of Pre-Funded Warrant (previously filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed on July 6, 2023)

EXHIBIT 4.3 EXECUTION VERSION PRE-FUNDED COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC. Warrant Shares: 468,130 CUSIP: 98978N 200 ISIN: US98978N2009 Initial Exercise Date: July 5, 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this "Warrant") certifies that, for value received, Armistice Capital Master Fund Ltd., or its assigns (the “Holder”), is entitled, upon the terms and subject to t

July 5, 2023 424B5

1,030,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 468,130 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-259082 PROSPECTUS SUPPLEMENT (To the Prospectus dated August 26, 2021) 1,030,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 468,130 Shares of Common Stock We are offering directly to a single institutional investor 1,030,000 shares of our common stock, par value $0.001 per share (“Common Stock”), and pre-funded warrants to pur

June 28, 2023 RW

Zivo Bioscience, Inc. 21 East Long Lake Road, Suite 100, Bloomfield Hills, Michigan 48304

Zivo Bioscience, Inc. 21 East Long Lake Road, Suite 100, Bloomfield Hills, Michigan 48304 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 United States of America Attention: Mr. Arzhang Navai RE: Zivo Bioscience, Inc. Request to Withdraw Registration Statement on Form S-1 (File No. 333-270750) Dear Mr. Navai: Pursuant to R

June 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

May 26, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 ZIVO BIOSCIENCE, INC.

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40449 Zivo Bi

April 28, 2023 ARS

ARS

81,7('67$7(6  6(&85,7,(6$1'(;&+$1*(&200,66,21  :DVKLQJWRQ'&   )RUP.

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

April 28, 2023 ARS

ARS

April 5, 2023 EX-10.1

Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 5, 2023)

EXHIBIT 10.1 Certain identified information has been excluded from the exhibit because it is both not material and is of the type that the Company treats as private or confidential. Double asterisks denote omissions. SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of April 3, 2023, by and among ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), and John B

April 5, 2023 EX-99.1

ZIVO Bioscience Receives $1 Million Bridge Financing

EXHIBIT 99.1 ZIVO Bioscience Receives $1 Million Bridge Financing BLOOMFIELD HILLS, Mich. (April 5, 2023) – Zivo Bioscience, Inc. (NASDAQ: ZIVO) (the “Company”), a biotech/agtech R&D company engaged in the development of therapeutic, medicinal and nutritional product candidates derived from proprietary algal cultures, today announced a $1 million unsecured six-month loan from its Chairman, Chief E

April 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

April 5, 2023 EX-4.2

Warrant (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on April 5, 2023)

EXHIBIT 4.2 NEITHER THIS WARANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES LAWS. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, OR (ii) AN EXEMPTIO

April 5, 2023 EX-4.1

Note (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on April 5, 2023)

EXHIBIT 4.1 THIS PROMISSORY NOTE MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS PROMISSORY NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,

March 22, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table FORM S-1 (Form Type) Zivo Bioscience, Inc.

March 22, 2023 EX-10.4

Amendment No. 1 to Employment Agreement, dated as of December 16, 2022, by and between John Payne and the Company (previously filed as Exhibit 10.4.1 to the Registrants Registration Statement on Form S-1 filed on March 22, 2023)

EXHIBIT 10.4.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 22, 2022 (the “Effective Date”), by and between John Payne (“Executive”) and Zivo Bioscience, Inc., a Nevada corporation (the “Company”). Executive and the Company are referred to herein each as a “Party” and, together, as the “Parties.” Cap

March 22, 2023 EX-10.11

Form of Placement Agency Agreement

EXHIBIT 10.11 PLACEMENT AGENCY AGREEMENT March [●], 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Zivo Bioscience, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $15 million of registered securities of the Company, including, but not limi

March 22, 2023 EX-4.1

Form of Common Stock Purchase Warrant

EXHIBIT 4.1 COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC. Warrant Shares: [●] CUSIP: 98978N 101 ISIN: [●] Issue Date: [●], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, , or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue

March 22, 2023 EX-4.3

Form of Pre-Funded Warrant

EXHIBIT 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC. Warrant Shares: [●] CUSIP: 98978N 101 ISIN: [●] Initial Exercise Date: [●], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, , or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth,

March 22, 2023 EX-4.2

Form of Warrant Agency Agreement

EXHIBIT 4.2 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [], 2023 (the “Issuance Date”) between ZIVO Bioscience, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Direct Transfer LLC, a Delaware limited liability company (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Placement Agency Agreement (“

March 22, 2023 S-1

As filed with the Securities and Exchange Commission on March 22, 2023

As filed with the Securities and Exchange Commission on March 22, 2023 Registration No.

March 22, 2023 EX-10.10

Form of Securities Purchase Agreement

EXHIBIT 10.10 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March [●], 2023, between Zivo Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

March 14, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-30415 Zivo Bioscience, Inc.

March 14, 2023 EX-21.1

Subsidiaries of the Registrant (previously filed as Exhibit 21.1 to the Registrant Annual Report on Form 10-K on March 14, 2023)

EXHIBIT 21.1 Subsidiaries of the Registrant Zivo Bioscience, Inc. has the following Subsidiaries: Jurisdiction of Incorporation or Organization Health Enhancement Corporation Nevada Corporation HEPI Pharmaceuticals, Inc. Nevada Corporation Wellmetrix, LLC Delaware limited liability company Wellmetris, LLC Delaware limited liability company Zivo Biologic, Inc. Delaware corporation Zivo Bioscience,

February 14, 2023 SC 13D/A

ZIVO / Zivo Bioscience Inc / Maggiore Christopher D. - SC 13D/A Activist Investment

SC 13D/A 1 zivosc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Zivo Bioscience, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Christopher D. Maggiore 4788 Nobles Pond Dr. NW Canton, OH 44718 Name, Address and Telephone

February 10, 2023 EX-99.1

2

EXHIBIT 99.1 2

February 10, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2023 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission F

November 29, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission F

November 14, 2022 10-Q

Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40449 Zivo Bioscience, In

August 23, 2022 EX-99.1

Corporate Updates August 2022

EXHIBIT 99.1 Corporate Updates August 2022 August 23, 2022 White Paper Submission to USDA In August 2022, Zivo Bioscience, Inc. (the ?Company?) announced receipt of a letter from the U.S. Department of Agriculture?s (USDA) Center for Veterinary Biologics (CVB) affirming that the agency has claimed jurisdiction for reviewing the Company?s novel immune-modulating biologic for treating coccidiosis in

August 23, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 4, 2022 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40449 Zivo Biosc

August 3, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

July 7, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

July 7, 2022 EX-3.1

Second Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 7, 2022)

EXHIBIT 3.1 SECOND AMENDED AND RESTATED BYLAWS OF ZIVO BIOSCIENCE, INC. (A Nevada Corporation) ARTICLE I STOCKHOLDERS Section 1.1 Annual Meeting. The annual meeting of the stockholders of the corporation shall be held each year on such date as shall be fixed by the board of directors, at such time and place within or without the State of Nevada as may be designated in the notice of meeting. At the

July 5, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEF 14A 1 zivodef14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

June 28, 2022 8-K

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

June 22, 2022 S-8

As filed with the Securities and Exchange Commission on June 22, 2022

As filed with the Securities and Exchange Commission on June 22, 2022 Registration No.

June 22, 2022 EX-FILING FEES

Calculation of Filing Fee Table FORM S-8 (Form Type) Zivo Bioscience, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Zivo Bioscience, Inc.

May 20, 2022 EX-99.1

Corporate Updates May 2022

EXHIBIT 99.1 Corporate Updates May 2022 May 20, 2022 White Paper Submission to USDA In early May 2022, Zivo Bioscience, Inc. (the ?Company?) submitted a white paper titled ?A Novel Bacterially Derived Immune Modulator for Mitigation of the Effects of Coccidiosis in Poultry? to the United States Department of Agriculture (?USDA?). The white paper provides a comprehensive overview of the Company?s p

May 20, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File N

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40449 Zivo Bi

May 2, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K/A (Amendment No.

April 25, 2022 EX-99.1

Zivo Bioscience Regains Compliance Following Receipt of Noncompliance Notice from Nasdaq

EXHIBIT 99.1 Zivo Bioscience Regains Compliance Following Receipt of Noncompliance Notice from Nasdaq BLOOMFIELD HILLS, Mich., (April 25, 2022) ? ZIVO Bioscience, Inc. (NASDAQ: ZIVO) (the ?Company?), a biotech/agtech R&D company engaged in the development of therapeutic, medicinal and nutritional product candidates derived from proprietary algal cultures, today announced that it received a Notice

April 25, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

April 22, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-30415 Zivo Bioscience, Inc.

April 22, 2022 EX-10.8

Non-Employee Director Compensation Policy

EXHIBIT 10.8 ZIVO BIOSCIENCE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the ?Board?) who is not also serving as an employee of or consultant to Zivo Bioscience, Inc. (the ?Company?) or any of its subsidiaries (each such member, an ?Eligible Director?) will receive the compensation described in this Non-Employee Director Compensation Policy for such Eligi

April 22, 2022 EX-4.2

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed on April 22, 2022)

EXHIBIT 4.2 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES LAWS. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED (i) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, OR (ii) UNLESS THE

April 22, 2022 EX-4.1

Description of Securities

EXHIBIT 4.1 DESCRIPTION OF THE SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the terms of our capital stock is qualified in its entirety by reference to our articles of incorporation, as amended (?Articles of Incorporation?) and amended and restated bylaws (?Bylaws?), copies of which are filed as exhibits to our Annual Report on Form 1

April 22, 2022 EX-21.1

Subsidiaries of the Registrant

EXHIBIT 21.1 Subsidiaries of the Registrant Zivo Bioscience, Inc. has the following Subsidiaries: Jurisdiction of Incorporation or Organization Health Enhancement Corporation Nevada Corporation HEPI Pharmaceuticals, Inc. Nevada Corporation Wellmetrix, LLC Delaware limited liability company Wellmetris, LLC Delaware limited liability company Zivo Biologic, Inc. Delaware corporation Zivo Bioscience,

April 21, 2022 10-Q/A

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q/A Amendment No. 1

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

April 15, 2022 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission File

March 31, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-30415 CUSIP NUMBER 98978N200 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

March 1, 2022 EX-17

Email from Andrew Dahl dated February 25, 2022

EXHIBIT 17 Please convey my sentiments to the board of directors regarding the 8-K as filed: You?ve allotted me only a few hours to review, and to consult with counsel regarding, your proposed version of the Form 8-K, waiting until the very last day to notice me.

March 1, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorpor

February 25, 2022 EX-17

Notice of Resignation

EXHIBIT 17 1 2

February 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission F

February 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission F

February 16, 2022 EX-10.2

2021 Equity Incentive Plan (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022)

EXHIBIT 10.2 ZIVO BIOSCIENCE, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: September 4, 2021 APPROVED BY THE STOCKHOLDERS: October 12, 2021 1. GENERAL. (a) Plan Purpose. The Company, by means of this Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Comp

February 16, 2022 EX-10.1

Employment Agreement, dated as of February 15, 2022, by and between John Payne and the Company (previously filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 16, 2022)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into as of February 15, 2022 (the ?Effective Date?), by and between Zivo Bioscience, Inc., a Nevada corporation (the ?Company?), and John Payne (?Employee?). Recitals: A. The Company desires to employ Employee as its Chief Executive Officer and President and desires to enter into an agreement with Emp

January 11, 2022 EX-99.1

ZIVO Bioscience Names Chairman John B. Payne as President and CEO

EXHIBIT 99.1 ZIVO Bioscience Names Chairman John B. Payne as President and CEO KEEGO HARBOR, Mich., (January 10, 2022) ? ZIVO Bioscience, Inc. (NASDAQ: ZIVO) (?ZIVO? or the ?Company?), a biotech/agtech R&D company engaged in the development and commercialization of therapeutic, medicinal and nutritional product candidates derived from proprietary algal cultures, announces that Chairman of the Boar

January 11, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 (January 4, 2022) ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporati

December 10, 2021 EX-16.1

Letter of Wolinetz, Lafazan & Company, P.C. dated December 9, 2021

EXHIBIT 16.1 December 9, 2021 U.S. Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 RE: Zivo Bioscience, Inc. Ladies and Gentlemen: We have read the statements of Zivo Bioscience, Inc. pertaining to our Firm included under Item 4.01 of Form 8-K/A dated December 9, 2021 and agree with such statements as they pertain to our Firm. We have no basis to agree or disagree with ot

December 10, 2021 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2021 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission

December 9, 2021 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2021 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission F

December 9, 2021 EX-16.1

Letter of Wolinetz, Lafazan & Company, P.C. dated December 8, 2021

EXHIBIT 16.1 December 8, 2021 U.S. Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 RE: Zivo Bioscience, Inc. Ladies and Gentlemen: We have read the statements of Zivo Bioscience, Inc. pertaining to our Firm included under Item 4.01 of Form 8-K dated December 8, 2021 and agree with such statements as they pertain to our Firm. We have no basis to agree or disagree with othe

November 15, 2021 EX-10.3

Zivo Bioscience, Inc. Non-Employee Director Compensation Policy (previously filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021)

EXHIBIT 10.3 ZIVO BIOSCIENCE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the ?Board?) who is not also serving as an employee of or consultant to Zivo Bioscience, Inc. (the ?Company?) or any of its subsidiaries (each such member, an ?Eligible Director?) will receive the compensation described in this Non-Employee Director Compensation Policy for such Eligi

November 15, 2021 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30415 Zivo Bio

November 15, 2021 EX-10.2

Stock Option Grant Notice and Agreement to Zivo Bioscience, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 filed with the Securities and Exchange Commission on November 15, 2021)

EXHIBIT 10.2 ZIVO BIOSCIENCE, INC. STOCK OPTION GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Zivo Bioscience, Inc., a Nevada corporation (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and conditions as

October 14, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2021 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission Fi

October 12, 2021 EX-99.1

Annual Meeting Presentation

EXHIBIT 99.1

October 12, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2021 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 22, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

September 21, 2021 EX-17.1

Letter of Resignation

EXHIBIT 17.1 RESIGNATION The undersigned hereby resigns as a Director of ZIVO BIOSCIENCE, INC., a Nevada corporation (the ?Corporation?) effective on the date set forth below. This resignation is not the result of any disagreement between the undersigned and the Corporation on any matter relating to the Corporation?s operations, policies or practices. Dated 9-17-2021 /s/ Robert O. Rondeau, Jr. ROB

September 21, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2021 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission

September 16, 2021 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2020 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Jurisdiction of Incorporation) (Commission

September 13, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

September 1, 2021 CORRESP

September 1, 2021

September 1, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Attention: Gregory Herbers Re: Zivo Bioscience, Inc. Registration Statement on Form S-3 File No. 333-259082 Acceleration Request Requested Date: September 3, 2021 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Secu

August 26, 2021 EX-4.2

ZIVO BIOSCIENCE, INC. __________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________ ZIVO BIOSCIENCE, INC. FORM OF COMMON STOCK WARRANT AGREEMENT

Exhibit 4.2 ZIVO BIOSCIENCE, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ZIVO BIOSCIENCE, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT(this ?Agreement?), dated as of [?], between Zivo Bioscience, Inc., a Nevada corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing under the l

August 26, 2021 EX-4.1

EX-4.1

August 26, 2021 S-3

As filed with the Securities and Exchange Commission on August 26, 2021

S-3 1 zivos3.htm FORM S-3 As filed with the Securities and Exchange Commission on August 26, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zivo Bioscience, Inc. (Exact name of registrant as specified in its charter) Nevada 87-0699977 (State or other jurisdiction of incorporation or

August 16, 2021 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30415 Zivo Bioscien

June 2, 2021 EX-3.1

Certificate of Amendment effective May 28, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 2, 2021)

Exhibit 3.1 Certificate of Amendment filed with the Secretary of State of the State of Nevada

June 2, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

8-K 1 f8k0602218k.htm FORM 8K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Juri

June 2, 2021 EX-4.1

Form of Representative’s Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2021)

Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE UNDERLYING SECURITIES FOR A PERIOD OF ONE HUNDRED

June 2, 2021 EX-4.3

Form of Common Stock Purchase Warrant by and between the Registrant and Direct Transfer LLC (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on June 2, 2021)

EX-4.3 6 f8k060221ex4z3.htm EXHIBIT 4.3 WARRANT AGENCY AGREEMENT, DATED JUNE 2, 2021, BY AND BETWEEN THE COMPANY AND DIRECT TRANSFER LLC WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 2, 2021 (the “Issuance Date”) between ZIVO Bioscience, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Direct Transfer LLC, a Delaw

June 2, 2021 EX-99.2

1

Zivo Bioscience, Inc. Announces Closing of Upsized $13.8 Million Public Offering and Uplisting to Nasdaq JUN 02, 2021 KEEGO HARBOR, Mich., June 02, 2021 (GLOBE NEWSWIRE) - Zivo Bioscience, Inc. (NASDAQ: ZIVO, ZIVOW) (?ZIVO? and the ?Company?), a biotech/agtech R&D company engaged in the development and commercialization of therapeutic, medicinal and nutritional product candidates originally derive

June 2, 2021 EX-4.2

Form of Common Stock Purchase Warrant by and between the Registrant and Direct Transfer LLC (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 2, 2021)

COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC. Warrant Shares: 3,174,000 Original Issuance Date: June 2, 2021 THIS COMMON STOCK PURCHASE WARRANT (this ?Warrant?) certifies that, for value received, CEDE & CO. or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (th

June 2, 2021 EX-1.1

Underwriting Agreement, dated May 27, 2021, by and between the Company and Maxim Group LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2021)

EX-1.1 2 f8k060221ex1z1.htm EXHIBIT 1.1 UNDERWRITING AGREEMENT, DATED MAY 27, 2021, BY AND BETWEEN THE COMPANY AND MAXIM GROUP LLC, AS REPRESENTATIVE OF THE UNDERWRITERS EXECUTION VERSION 2,760,000 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK ZIVO BIOSCIENCE, INC. UNDERWRITING AGREEMENT May 27, 2021 Maxim Group LLC Investment Banking

June 2, 2021 EX-99.1

1

Zivo Bioscience, Inc. Announces Pricing of Upsized $13.8 Million Public Offering and Up-listing to Nasdaq MAY 27, 2021 KEEGO HARBOR, Mich., May 27, 2021 (GLOBE NEWSWIRE) - Zivo Bioscience, Inc. (OTCMKTS:ZIVO) a biotech/agtech R&D company engaged in the development and commercialization of nutritional/nutraceutical product candidates originally derived from proprietary algal cultures, today announc

June 1, 2021 424B4

Zivo Bioscience, Inc. 2,760,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock

Filed pursuant to Rule 424(b)(4) Registration No. 333-251221 and 333-256580 PROSPECTUS Zivo Bioscience, Inc. 2,760,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock We are offering (this “Offering”) 2,760,000 units (the “Units” and each a “Unit”), with each Unit consisting of one share of common stock, $0.001 par value per share (the

May 27, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Zivo Bioscience, Inc. (Exact name of registrant

8-A12B 1 form8a0526218a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Zivo Bioscience, Inc. (Exact name of registrant as specified in its charter) Nevada 87-0699977 (State of incorporation or organization) (I.R.S. Employer Identificatio

May 27, 2021 S-1MEF

As filed with the Securities and Exchange Commission on May 27, 2021

As filed with the Securities and Exchange Commission on May 27, 2021 Registration No.

May 26, 2021 EX-10.45

Form of Paulson Convertible Note (previously filed as Exhibit 10.45 to the Registrant’s Registration Statement on Form S-1/A filed on May 26, 2021)

FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE $[ ]September 30, 2016 FOR VALUE RECEIVED, Zivo Bioscience, Inc.

May 26, 2021 EX-21.1

Subsidiaries of the Registrant

EX-21.1 8 s1a3052421ex21z1.htm EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant ZIVO Bioscience, Inc. has the following Subsidiaries: Jurisdiction of Incorporation or Organization Health Enhancement Corporation Nevada Corporation HEPI Pharmaceuticals, Inc. Nevada Corporation Wellmetrix, LLC Delaware limited liability company Wellmetris, LLC Delaware limited l

May 26, 2021 EX-1.1

[_____] UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK ZIVO BIOSCIENCE, INC. UNDERWRITING AGREEMENT

Exhibit 1.1 [] UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK ZIVO BIOSCIENCE, INC. UNDERWRITING AGREEMENT [], 2021 Maxim Group LLC Investment Banking 405 Lexington Avenue, 2nd Fl. New York, New York 10174 As Representative of the Several Underwriters, if any, named in Schedule I hereto Ladies and Gentlemen: The undersigned, ZIVO BIOSC

May 26, 2021 CORRESP

May 26, 2021

CORRESP 1 filename1.htm May 26, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Attention: Asia Timmons-Pierce Re:Zivo Bioscience, Inc. Registration Statement on Form S-1 File No. 333-251221 Acceleration Request Requested Date:May 27, 2021 Requested Time:4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461

May 26, 2021 CORRESP

Maxim Group LLC 405 Lexington Avenue New York, New York 10174 May 26, 2021

Maxim Group LLC 405 Lexington Avenue New York, New York 10174 May 26, 2021 VIA EDGAR U.

May 26, 2021 S-1/A

As filed with the Securities and Exchange Commission on May 26, 2021

As filed with the Securities and Exchange Commission on May 26, 2021 Registration No.

May 26, 2021 EX-4.1

Warrant Agency Agreement (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1/A filed on May 26, 2021)

Exhibit 4.1 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE UNDERLYING SECURITIES FOR A PE

May 26, 2021 EX-10.46

Form of Shapiro Convertible Note (previously filed as Exhibit 10.46 to the Registrant’s Registration Statement on Form S-1/A filed on May 26, 2021)

THE NOTE EVIDENCED HEREBY HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, TILE SALE OR DISTRIBUTION THEREOF.

May 19, 2021 EX-10.44

FORM OF DEBT EXTENSION AND CONVERSION AGREEMENT

EX-10.44 2 s1a2051721ex10z44.htm EXHIBIT 10.44 FORM OF DEBT CONVERSION AGREEMENT FORM OF DEBT EXTENSION AND CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is dated as of , 2021 by and between [ ] (the “Lender”), and Zivo Bioscience, Inc., a Nevada corporation (the “Company”). BACKGROUND A.Pusuant to [ ] (the “Note”), the Company is indebted to the Lender in the amount of $[

May 19, 2021 S-1/A

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration No.

May 17, 2021 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30415 Zivo Bio

April 30, 2021 10-K/A

Annual Report - FORM 10-K/A AMENDED ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K/A (Amendment No.

April 13, 2021 S-1/A

- S-1/A AMENDED REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 13, 2021 Registration No.

March 17, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8k0317218k.htm FORM 8K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2021 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other Ju

March 17, 2021 EX-99.1

EX-99.1

EX-99.1 2 f8k031721ex99z1.htm EXHIBIT 99.1 COMPANY PRESENTATION, DATED MARCH 17, 2021

February 25, 2021 10-K

Annual Report - FORM 10-K ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30415 Zivo Bioscience, Inc.

February 12, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k02081218k.htm FORM 8K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2021 ZIVO BIOSCIENCE, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-30415 87-0699977 (State or Other

January 7, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 7, 2021 EX-10.2

TRANSITION AND RELEASE AGREEMENT

Exhibit 10.2 Transition and Release Agreement between Philip Rice and ZIVO Bioscience, Inc., dated January 7, 2021 TRANSITION AND RELEASE AGREEMENT THIS TRANSITION AND RELEASE AGREEMENT (the “Release”) is made as of the 7th day of January, 2021 by and between ZIVO Bioscience Inc. (the “Company”), and Philip M. Rice II (the “Employee”) (in the aggregate, the “Parties”). WHEREAS, the Company and Emp

January 7, 2021 EX-99.1

ZIVO BIOSCIENCE NAMES KEITH R. MARCHIANDO AS CHIEF FINANCIAL OFFICER

Exhibit 99.1 Press Release, issued January 7, 2021 ZIVO BIOSCIENCE NAMES KEITH R. MARCHIANDO AS CHIEF FINANCIAL OFFICER KEEGO HARBOR, Mich., (January 7, 2021) – ZIVO Bioscience, Inc. (OTCMKTS:ZIVO) a biotech/agtech R&D company engaged in the development and commercialization of therapeutic, food and feed additive products announced today that Keith R. Marchiando joined the Company’s as Chief Finan

January 7, 2021 EX-10.1

Letter Agreement between Keith Marchiando and Zivo Bioscience, Inc., dated January 1, 2021 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 7, 2021)

EX-10.1 2 f8k010121ex10z1.htm EXHIBIT 10.1 LETTER AGREEMENT BETWEEN KEITH MARCHIANDO AND ZIVO BIOSCIENCE, INC., DATED JANUARY 1, 2021 January 1, 2021 Mr. Keith R. Marchiando 3996 Lincoln Road Bloomfield Hills, MI 48301 Re: Letter Agreement of Employment for Keith R. Marchiando (“Employee”) Dear Mr. Marchiando: The purpose of this letter is to formalize the terms and conditions of your employment,

December 9, 2020 EX-10.41

FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENT

Exhibit 10.41 Amended and Restated Participation Agreement FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENT Strome Mezzanine Fund LP ("Strome Mezz"), Strome Alpha Fund LP ("Strome Alpha" and, together with Strome Mezz, "Participant") and HEP Investments, LLC, a Michigan limited liability company (in its capacity as a first lien lender "Lender" and, with the Participant, each a "Party" and collec

December 9, 2020 EX-4.3

Warrant Agency Agreement (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1/A filed on May 26, 2021)

EX-4.3 5 s1112120ex4z3.htm EXHIBIT 4.3 FORM OF WARRANT AGENCY AGREEMENT Exhibit 4.3 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [], 2020 (the “Issuance Date”) between ZIVO Bioscience, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Direct Transfer LLC, a Delaware limited liability company (the “Warrant Agent”). WHER

December 9, 2020 EX-10.38

Supply Chain Agreement with Aegle Partners 2 LLC, dated February 27, 2019 (previously filed as Exhibit 10.38 to the Registrant’s Registration Statement on Form S-1/A filed on May 26, 2021)

EX-10.38 6 s1112120ex10z38.htm EXHIBIT 10.38 SUPPLY CHAIN AGREEMENT SUPPLY CHAIN CONSULTING AGREEMENT THIS SUPPLY CHAIN CONSULTING AGREEMENT (the "Agreement") is made and entered into as of February 27, 2019 (the “Effective Date”) by and between ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), and AEGLE PARTNERS 2 LLC, a Michigan limited liability company ("Consultant"). RECITALS A.The

December 9, 2020 EX-4.1

Form of Representative’s Warrant Agreement

EX-4.1 3 s1112120ex4z1.htm EXHIBIT 4.1 FORM OF REPRESENTATIVE'S WARRANT Exhibit 4.1 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DI

December 9, 2020 S-1

As filed with the Securities and Exchange Commission on December 9, 2020

FOrm S-1 Registration Statement As filed with the Securities and Exchange Commission on December 9, 2020 Registration No.

December 9, 2020 EX-10.40

Second Amendment to Supply Chain Agreement with Aegle Partners 2 LLC, dated November 24, 2020 (previously filed as Exhibit 10.40 to the Registrant’s Registration Statement on Form S-1/A filed on May 26, 2021)

EX-10.40 8 s1112120ex10z40.htm EXHIBIT 10.40 SECOND AMENDMENT- SUPPLY CHAIN AGREEMENT SECOND AMENDMENT TO SUPPLY CHAIN CONSULTING AGREEMENT This Second Amendment to Supply Chain Consulting Agreement ("Amendment") is made as of November 24, 2020 by and between ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), and AEGLE PARTNERS 2 LLC, a Michigan limited liability company (“Consultant”).

December 9, 2020 EX-1.1

[_____] UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK ZIVO BIOSCIENCE, INC. UNDERWRITING AGREEMENT

Exhibit 1.1 Underwriting Agreement Exhibit 1.1 [] UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK ZIVO BIOSCIENCE, INC. UNDERWRITING AGREEMENT [], 2020 Maxim Group LLC Investment Banking 405 Lexington Avenue, 2nd Fl. New York, New York 10174 As Representative of the Several Underwriters, if any, named in Schedule I hereto Ladies and Gen

December 9, 2020 EX-10.39

First Amendment to Supply Chain Agreement with Aegle Partners 2 LLC, dated September 14, 2019 (previously filed as Exhibit 10.39 to the Registrant’s Registration Statement on Form S-1/A filed on May 26, 2021)

EX-10.39 7 s1112120ex10z39.htm EXHIBIT 10.39 FIRST AMENDMENT TO SUPPLY CHAIN AGREEMENT FIRST AMENDMENT TO SUPPLY CHAIN CONSULTING AGREEMENT This First Amendment to Supply Chain Consulting Agreement ("Amendment") is made as of September 14, 2019 by and between ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), and AEGLE PARTNERS 2 LLC, a Michigan limited liability company (“Consultant”).

December 9, 2020 EX-4.2

COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC. Warrant Shares: [_______] Original Issuance Date: [____], 2020

Exhibit 4.2 Form of Common Stock Purchase Warrant Exhibit 4.2 COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC. Warrant Shares: [] Original Issuance Date: [], 2020 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

December 9, 2020 EX-21.1

Subsidiaries of the Registrant

EX-21.1 10 s1112120ex21z1.htm EXHIBIT 21.1 SUBSIDIARIES Exhibit 21.1 Subsidiaries of the Registrant ZIVO Bioscience, Inc. has the following Subsidiaries: Jurisdiction of Incorporation or Organization Health Enhancement Corporation Nevada Corporation HEPI Pharmaceuticals, Inc. Nevada Corporation Wellmetrix, LLC (fka WellMetris, LLC) Delaware limited liability company Zivo Biologic, Inc. Delaware co

November 17, 2020 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 f8k1111208k.htm FORM 8K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2020 ZIVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-30415 87-0699977 (State or other j

November 12, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2020 ZIVO BIOSCIENCE, INC.

November 12, 2020 EX-99.1

1

Exhibit 99.1 President’s Report to Shareholders dated November 11, 2020. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 4 Good morning. Welcome to our virtual attendees and those on the call-in line. And, welcome to our board of directors, company principals and consultants online today. My name is Andrew Dahl, president and chief executive officer of ZIVO Bioscience Incorporated, a f

November 12, 2020 EX-10.1

LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENT

Exhibit 10.1 LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENT THIS LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENT (this "Agreement") is made and entered into as of [], 2020 (the “Effective Date”) by and between ZIVO BIOSCIENCE, INC., a Nevada corporation (“ZIVO” or the “Company”), whose address is 2804 Orchard Lake Rd., Suite 202, Keego Harbor, Michigan 48320, Attention: Andrew Dahl, CEO, whose emai

November 12, 2020 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

Form 10Q Quarterly Report United States Securities and Exchange Commission Washington, D.

October 19, 2020 DEFR14A

- DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

October 13, 2020 EX-9

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’s Schedule 13D/A filed with the SEC on October 13, 2020.

EX-9 2 e11405ex9.htm LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENT LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENT THIS LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENT (this "Agreement") is made and entered into as of October 8, 2020 (the “Effective Date”) by and between ZIVO Bioscience, Inc., a Nevada corporation (“ZIVO” or the “Company”), whose address is 2804 Orchard Lake Rd., Suite 202, Keego H

October 13, 2020 SC 13D/A

ZIVO / Zivo Bioscience, Inc. / STROME MEZZANINE FUND, LP - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Timothy R. Damschroder Bodman PLC 201 S. Division, Suite 400 Ann Arbor, MI 48104 (Name, Address and Telephone Number of Person

October 8, 2020 PRER14A

- PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement – Revised ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

August 13, 2020 10-Q

Quarterly Report - FORM 10Q QUARTERLY REPORT

Form 10Q Quarterly Report United States Securities and Exchange Commission Washington, D.

May 11, 2020 10-Q

Quarterly Report - FORM 10 Q QUARTERLY REPORT

10-Q 1 f10q03312010q.htm FORM 10 Q QUARTERLY REPORT United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

April 29, 2020 DEF 14A

- DEFINITIVE 14A PROXY STATEMENT

Definitive 14A Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 26, 2020 EX-10.34

2019 Omnibus Long-Term Incentive Plan (previously filed as Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed on March 26, 2020)

Exhibit 10.34 2019 Omnibus Long-Term Incentive Plan Exhibit 10.34 ZIVO BIOSCIENCE, INC. 2019 OMNIBUS LONG-TERM INCENTIVE PLAN ZIVO Bioscience, Inc., a Nevada corporation (the “Company”), sets forth herein the terms of its 2019 Omnibus Long-Term Incentive Plan (the “Plan”), as follows: Section 1 PURPOSE The Plan is intended to enhance the ability of the Company and the Subsidiaries and Affiliates t

March 26, 2020 EX-10.36

ZIVO BIOSCIENCE, INC. STOCK OPTION GRANT NOTICE (2019 OMNIBUS LONG-TERM INCENTIVE PLAN)

Exhibit 10.36 Stock Option Grant Notice for 2019 Omnibus Long-Term Incentive Plan - A. Dahl Exhibit 10.36 ZIVO BIOSCIENCE, INC. STOCK OPTION GRANT NOTICE (2019 OMNIBUS LONG-TERM INCENTIVE PLAN) Zivo Bioscience, Inc. (the “Company”), pursuant to its 2019 Omnibus Long-Term Incentive Plan (the “Plan”) hereby grants to Participant an option to purchase the number of Shares of the Company’s common stoc

March 26, 2020 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant ZIVO Bioscience, Inc. has the following Subsidiaries: Jurisdiction of Incorporation or Organization Health Enhancement Corporation Nevada Corporation HEPI Pharmaceuticals, Inc. Nevada Corporation Wellmetrix, LLC (fka WellMetris, LLC) Delaware limited liability corporation Zivo Biologic, Inc. Delaware corporation

March 26, 2020 EX-4.1

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Exhibit 4.1 Description of Securities Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a brief description of shares of common stock (“common stock”) of ZIVO Bioscience, Inc. (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation, including the Certificate of Amendment to our Articles of Incorpo

March 26, 2020 EX-14.1

ZIVO BIOSCIENCE EMPLOYEE ETHICS POLICIES Code of Ethics and Business Conduct for Officers, Directors and Employees

Exhibit 14.1 Code of Ethics Exhibit 14.1 ZIVO BIOSCIENCE EMPLOYEE ETHICS POLICIES Code of Ethics and Business Conduct for Officers, Directors and Employees 1. Treat in an Ethical Manner Those to Whom Zivo Bioscience Has an Obligation We are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due eve

March 26, 2020 10-K

HEPI / 10-K - Annual Report - 10K ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30415 Zivo Bioscience, Inc.

March 26, 2020 EX-10.33

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.33 Amended and Restated Employment Agreement with Andrew Dahl, dated as of November 29, 2019 Exhibit 10.33 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of November 15, 2019 (the “Effective Date”), by and between ZIVO Bioscience Inc., a Nevada corporation (the “Company”), and Andrew A. Dahl (“Employ

March 26, 2020 EX-10.35

13 Form of Release EMPLOYMENT AGREEMENT RELEASE

Exhibit 10.35 Philip M. Rice Employment Letter, dated as of March 4, 2020 Exhibit 10.35 March 4, 2020 Mr. Philip M. Rice II 13437 Redmonds Hill Ct. Chelsea, MI 48118 Re: Letter Agreement of Employment for Philip M. Rice II (“Employee”) Dear Mr. Rice: The purpose of this letter is to formalize the terms and conditions of your employment, and your employment relationship, with ZIVO Bioscience Inc.,

March 26, 2020 EX-10.37

Stock Option Grant Notice for 2019 Omnibus Long-Term Incentive Plan (previously filed as Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed on March 26, 2020)

Exhibit 10.37 Stock Option Grant Notice for 2019 Omnibus Long-Term Incentive Plan - A. Dahl Exhibit 10.37 ZIVO BIOSCIENCE, INC. STOCK OPTION GRANT NOTICE (2019 OMNIBUS LONG-TERM INCENTIVE PLAN) Zivo Bioscience, Inc. (the “Company”), pursuant to its 2019 Omnibus Long-Term Incentive Plan (the “Plan”) hereby grants to Participant an option to purchase the number of Shares of the Company’s common stoc

March 10, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2020 ZIVO BIOSCIENCE, INC.

March 9, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2020 ZIVO BIOSCIENCE, INC.

March 5, 2020 SC 13D/A

HEPI / / YALDOO LAITH L - SCHEDULE 13D/A3 Activist Investment

Schedule 13D/A3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Laith Yaldoo c/o HEP Investments LLC 2804 Orchard Lake Rd., Suite 205, Keego Harbor, MI 48302 (Name, Address an

March 5, 2020 SC 13D/A

HEPI / / HEP INVESTMENTS LLC - SCHEDULE 13D/A3 Activist Investment

Schedule 13D/A3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Laith Yaldoo c/o HEP Investments LLC 2804 Orchard Lake Rd., Suite 205, Keego Harbor, MI 48302 (Name, Address an

February 25, 2020 SC 13D/A

HEPI / / Strome Mezzanine Fund, Lp - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Timothy R. Damschroder Bodman PLC 201 S. Division, Suite 400 Ann Arbor, MI 48104 (Name, Address and Telephone Number of Person

February 19, 2020 SC 13D

ZIVO / Zivo Bioscience, Inc. / Maggiore Christopher D. - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Christopher D. Maggiore 4788 Nobles Pond Dr. NW, Canton, OH 44718 (Name, Address and Telephone Number of Person Au

December 5, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k1210198k.htm FORM 8K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2019 ZIVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-30415 87-0699977 (State or other j

October 28, 2019 10-Q

ZIVO / Zivo Bioscience, Inc. 10-Q - Quarterly Report - FORM 10Q QUARTERLY REPORT

Form 10Q Quarterly Report U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30415

August 7, 2019 10-Q

ZIVO / Zivo Bioscience, Inc. 10-Q - Quarterly Report - FORM 10Q QUARTERLY REPORT

Form 10Q Quarterly Report U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30415 Zivo

May 13, 2019 10-Q

ZIVO / Zivo Bioscience, Inc. 10-Q Quarterly Report FORM 10 Q QUARTERLY REPORT

Form 10 Q Quarterly Report U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30415 Zi

May 7, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 f8k0507198k.htm FORM 8K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2019 ZIVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-30415 87-0699977 (State or other jurisdi

May 7, 2019 EX-3.1

EX-3.1

Articles of Amendment, as filed with the Secretary of State of the State of Nevada on May 2, 2019.

May 1, 2019 8-K

Financial Statements and Exhibits, Other Events

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2019 ZIVO BIOSCIENCE, INC.

May 1, 2019 EX-99.1

Exhibit 99.1

Exhibit 99.1 President’s Report to Shareholders dated May 1, 2019.

April 29, 2019 DEFA14A

ZIVO / Zivo Bioscience, Inc. DEFA14A DEFINITIVE PROXY ADDITIONAL MATERIALS

DEFA14A 1 defa14a042919defa14a.htm DEFINITIVE PROXY ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) [X] Filed by the Registrant [ ] Filed by a Party other than the Registrant Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confide

April 8, 2019 EX-10.2

DEBT CONVERSION AGREEMENT

EX-10.2 3 f8k040819ex10z2.htm EXHIBIT 10.2 DEBT CONVERSION AGREEMENT WITH HEP INVESTMENTS, LLC DATED APRIL 5, 2019. Exhibit 10.2 DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is dated as of April 5, 2019 by and between HEP Investments LLC, a Michigan limited liability company (the “Lender”), and Zivo Bioscience, Inc., a Nevada corporation (the “Company”). BACKGROUND A

April 8, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2019 ZIVO BIOSCIENCE, INC.

April 8, 2019 EX-10.1

DEBT EXTENSION AGREEMENT

EX-10.1 2 f8k040819ex10z1.htm DEBT EXTENSION AGREEMENT WITH HEP INVESTMENTS, LLC DATED MARCH 29, 2019 Exhibit 10.1 DEBT EXTENSION AGREEMENT THIS DEBT EXTENSION AGREEMENT (this “Agreement”) is dated as of March 29, 2019 by and between HEP Investments LLC, a Michigan limited liability company (the “Lender”), and Zivo Bioscience, Inc., a Nevada corporation (the “Company”). BACKGROUND A.Pursuant to a

March 25, 2019 DEFR14A

ZIVO / Zivo Bioscience, Inc. REVISED DEFINITIVE 14A PROXY STATEMENT

DEFR14A 1 defr14a032519defr14a.htm REVISED DEFINITIVE 14A PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) [X] Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidenti

March 19, 2019 DEF 14A

ZIVO / Zivo Bioscience, Inc. DEFINITIVE 14A PROXY STATEMENT

DEF 14A 1 def14a031819def14a.htm DEFINITIVE 14A PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) [X] Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Us

February 28, 2019 PRE 14A

ZIVO / Zivo Bioscience, Inc. PRELIMINARY PROXY

Preliminary Proxy UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) [X] Filed by the Registrant [ ] Filed by a Party other than the Registrant Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by

February 27, 2019 SC 13D/A

ZIVO / Zivo Bioscience, Inc. / HEP INVESTMENTS LLC - SCHEDULE 13D/A4 Activist Investment

Schedule 13D/A4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Laith Yaldoo c/o HEP Investments LLC 2804 Orchard Lake Rd., Suite 205, Keego Harbor, MI 48302 (Name, Address an

February 27, 2019 SC 13D/A

ZIVO / Zivo Bioscience, Inc. / Maggiore Christopher D. - SCHEDULE 13D/A Activist Investment

Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Christopher D. Maggiore 4788 Nobles Pond Dr. NW, Canton, OH 44718 (Name, Address and Telephone Number of Person

February 27, 2019 SC 13D/A

ZIVO / Zivo Bioscience, Inc. / YALDOO LAITH L - SCHEDULE 13D/A4 Activist Investment

Schedule 13D/A4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Zivo Bioscience, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 98978N 101 (CUSIP Number) Laith Yaldoo c/o HEP Investments LLC 2804 Orchard Lake Rd., Suite 205, Keego Harbor, MI 48302 (Name, Address an

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