Amendment: SEC Form SCHEDULE 13D/A filed by Zivo Bioscience Inc.
$ZIVO
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
|
Zivo Bioscience (Name of Issuer) |
Common Stock, par value $.001 per share (Title of Class of Securities) |
98978N101 (CUSIP Number) |
Strome Group, Inc. Attn: Mark E. Strome 14120 Ventura Blvd., Suite C-525 Sherman Oaks, CA, 91423 3108509700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Mark E. Strome | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
472,942.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.10 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Strome Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
278,639.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.13 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Strome Investment Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
278,639.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.13 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Strome Mezzanine Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Strome Mezzanine Fund II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
266,198.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $.001 per share |
| (b) | Name of Issuer:
Zivo Bioscience |
| (c) | Address of Issuer's Principal Executive Offices:
21 E. Long Lake Road, Suite 100, Bloomfield Hills,
MICHIGAN
, 48304. |
| Item 2. | Identity and Background |
| (a) | 1. Mark E. Strome
2. Strome Group, Inc.
3. Strome Investment Management, LP ("Manager")
4. Strome Mezzanine Fund, LP ("SMF")
5. Strome Mezzanine Fund II, LP ("SMFII," and together with SMF, the "Funds"). |
| (b) | 1. Mr. Strome, Strome Group, Inc. and the Manager: 14120 Ventura Blvd., Ste C-525, Sherman Oaks, CA 91423
2. The Funds: 1688 Meridian Ave., Suite 727, Miami Beach, Florida 33139 |
| (c) | 1. Mr. Strome: President of the Strome Group, Inc.
2. Strome Group Inc.: holding company for business investment
3. Manager: general partner and investment manager of the Funds
4. Funds: to make investments |
| (d) | No |
| (e) | No |
| (f) | 1. Mr. Strome: United States
2. Strome Group, Inc., the Manager and the Funds: Delaware |
| Item 3. | Source and Amount of Funds or Other Consideration |
As a result of the merger described in Item 4, SMFII, as the surviving entity, succeeded to the 75,939 shares of Common Stock held by SMF immediately prior to the merger, and did not pay any consideration in connection therewith. | |
| Item 4. | Purpose of Transaction |
On December 31, 2025, the Funds effected a merger, with SMF merging into SMFII and SMFII as the surviving entity, by filing a Certificate of Merger with the Delaware Secretary of State. As a result of the merger, 75,939 shares of Common Stock held by SMF immediately prior to the merger are now held by SMFII. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mark E. Strome:
1. Aggregate number: 472,942
2. Aggregate percentage: 12.10%
Strome Group, Inc.:
1. Aggregate number: 278,639
2. Aggregate percentage: 7.13%
Manager:
1. Aggregate number: 278,639
2. Aggregate percentage: 7.13%
SMF:
1. Aggregate number: 0
2. Aggregate percentage: 0.00%
SMFII:
1. Aggregate number: 266,198
2. Aggregate percentage: 6.81%
The aggregate percentage reported herein and on pages 2-5 hereof are based on 3,888,595 shares of Common Stock outstanding as of November 9, 2025. |
| (b) | Mark E. Strome:
1. Sole voting power: 194,303
2. Shared voting power: 278,639
3. Sole dispositive power: 194,303
4. Shared dispositive power: 278,639
Strome Group, Inc.:
1. Sole voting power: 0
2. Shared voting power: 278,639
3. Sole dispositive power: 0
4. Shared dispositive power: 278,639
Manager:
1. Sole voting power: 0
2. Shared voting power: 278,639
3. Sole dispositive power: 0
4. Shared dispositive power: 278,639
SMF:
1. Sole voting power: 0
2. Shared voting power: 0
3. Sole dispositive power: 0
4. Shared dispositive power: 0
SMFII:
1. Sole voting power: 0
2. Shared voting power: 266,198
3. Sole dispositive power: 0
4. Shared dispositive power: 266,198 |
| (c) | On February 12, 2026, SMFII entered into a Securities Purchase Agreement with the Issuer, pursuant to which SMFII acquired 20,000 shares of Common Stock for $9.77 per share and Common Stock purchase warrant for no additional consideration that is exercisable for 2,000 shares of Common Stock at $9.77 per share, subject to certain adjustments. The shares are included in the aggregate number and percentage of the shares of Common Stock outstanding beneficially owned by each Reporting Person reported in paragraph (b) above and on pages 2-5 hereof. |
| (d) | Not applicable. |
| (e) | On December 31, 2025, in connection with the merger described in Item 4, SMF ceased to hold any shares of Common Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as described elsewhere in this statement, no Reporting Person is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement dated February 27, 2026, by and among Mark E. Strome, Strome Group, Inc., Strome Investment Management, LP, Strome Mezzanine Fund, LP and Strome Mezzanine Fund II, LP. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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