SEC Form SC 13D filed by Zivo Bioscience Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

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, MI 48304

248-452-9866

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 5, 2024

(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP No. 98978N 3098  

Item 1. Security and Issuer

This Schedule 13D (“Schedule 13D”) filed by the Reporting Person relates to the common stock, $0.001 par value (the “Common Stock” or “Securities”), of Zivo Bioscience, Inc., a Nevada corporation the principal executive offices of which are located at 21 East Long Lake Road, Suite 100, Bloomfield Hills, Michigan 48304 (the “Company” or “Issuer”).

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

On June 5, 2024, the Reporting Person executed a Stock Option Grant Notice and agreed to cancel all of his outstanding stock options and accept a substitute grant of new equity awards under the 2021 Equity Incentive Plan of the Company. Prior to the cancellation, the Reporting Person had options for 65,738 shares of the Issuer’s Common Stock. In exchange for the canceled options, the Reporting Person received a replacement option of 167,180 shares of the Issuer’s Common Stock, having an exercise price of $7.96 per share. The option vested immediately upon the date of acceptance of grant.

On June 5, 2024, the Reporting Person accepted and was issued an option for 50,251 shares of the Issuer’s Common Stock in lieu of a $400,000 cash bonus earned during the calendar year ending December 31, 2023, having an exercise price of $7.96 per share. The option vested immediately upon the date of acceptance of grant.

Item 4. Purpose of Transaction

The Reporting Person acquired the Securities reported in this Schedule 13D as compensation for his role as an officer and director of the Issuer.

Included in the number of Securities reported as beneficially owned by the Reporting Person are an aggregate of (i) 217,431 shares of Common Stock issuable pursuant to the exercise of options owned by the Reporting Person, having an exercise price of $7.96 per share and (ii) 86,874 shares of Common Stock issuable pursuant to the exercise of warrants owned by the Reporting Person.

Other than as reported above with respect to Reporting Person’s rights to exercise options and warrants to acquire shares of Common Stock of the Issuer, the Reporting Person has no current plans or proposals which relate to or would result in:

Item 5. Interest in Securities of the Issuer.

(a),(b)

The following table sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of outstanding Securities which the Reporting Person may be deemed to beneficially own, as well as the number and percentage of Securities as to which the Reporting Person has or will have the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, and shared power to dispose or to direct the disposition. Securities over which the Reporting Person has or will have sole voting and sole dispositive power include (i) 1,566 shares of Common Stock owned by the Reporting Person (ii) 217,431 shares of Common Stock issuable upon exercise of options owned by the Reporting Person; and (iii) 86,874 shares of Common Stock issuable upon exercise of warrants owned by the Reporting Person. The percentage set forth below is based on 3,278,807 shares of Common Stock outstanding as reported in the Issuer’s Current Report on Form 8-K filed on June 6, 2024, plus 217,431 shares of Common Stock issuable upon exercise of all options owned by the Reporting person and 86,874 shares of Common Stock issuable upon exercise of all warrants owned by the Reporting Person.

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

Other than the Reporting Person’s relationship as an executive officer and director of the Company and the options and warrants reported in Item 5 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

None.

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.