SEC Form SC 13D/A filed by Zivo Bioscience Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

(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 Authorized to Receive Notices and Communications)

June 2, 2021

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

Item 1. Security and Issuer

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

Item 2. Identity and Background

This statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

The principal business address for each of these entities and Mr. Strome is 1688 Meridian Ave., Suite 727, Miami Beach, Florida 33139. The principal business of each of Strome Mezzanine, Strome Alpha and Strome Investment Management, LP is to invest in both public and private securities. The principal business of Strome Group, Inc. is to act as a holding company for business investments, and the principal occupation of Mr. Strome is serving as the President of the Strome Group, Inc.

During the last five years, none of the Reporting Persons (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On May 28, 2021, the Issuer effected a reverse stock split of its issued and outstanding shares of Common Stock and treasury shares on a 1-for-80 basis (“Reverse Stock Split”). As a result of the Reverse Stock Split, every 80 shares of Common Stock that the Reporting Persons beneficially owned were converted into 1 share of Common Stock.

After giving effect to the Reverse Stock Split, Strome Mezzanine has acquired or has the right to acquire beneficial ownership of 270,387 shares of Common Stock, which were issued or are issuable as follows: (i) 251,637 were issued on June 2, 2021 in accordance with the Debt Extension and Conversion Agreement, dated March 3, 2021, by and among Strome Mezzanine, Strome Alpha and HEP Investments, LLC (“HEP”), attached hereto as Exhibit 8 and incorporated herein by reference (“Debt Extension and Conversion Agreement”) upon conversion of the Eleventh Amended and Restated Senior Secured Convertible Promissory Note dated May 16, 2018 made by the Issuer (the “Note”) in favor of HEP issued pursuant to the First Amended and Restated Participation Agreement between HEP, Strome Mezzanine, Strome Alpha and the Issuer dated June 28, 2018 attached as Exhibit 5 and incorporated by this reference (the “A&R Participation Agreement”); and (ii) 18,750 are issuable upon exercise of a warrant issued to Strome Mezzanine by the Issuer in consideration of Strome Mezzanine’s funding of the Co-Development Participation Agreement dated October 8, 2020 between Strome Mezzanine and the Issuer attached hereto as Exhibit 7 and incorporated by this reference (the “License Participation Agreement”). Strome Mezzanine paid its $1,691,187.08 obligation under the A&R Participation Agreement from investment capital in two payments of $500,000 each on July 21, 2017 and September 20, 2017, and one payment of $691,187.08 on June 1, 2018. Strome Mezzanine paid its $500,000 obligation under the License Participation Agreement from investment capital on October 8, 2020.

After giving effect to the Reverse Stock Split, Strome Alpha has acquired beneficial ownership of 74,649 shares of Common Stock, which were issued on June 2, 2021 in accordance with the Debt Extension and Conversion Agreement upon conversion of the Note issued pursuant to the A&R Participation Agreement. Strome Alpha paid its $500,000 obligation under the A&R Participation Agreement from investment capital in one payment of $500,000 on November 17, 2017.

After giving effect to the Reverse Stock Split, Mark Strome may be deemed to beneficially own 548,905 shares of Common Stock. Of that amount, 203,869 shares of Common Stock are held of record by the Mark E. Strome Living Trust U/A/D January 15, 1997 (the “Trust”). Mr. Strome has the authority to revoke the Trust and acquire beneficial ownership of such Common Stock. The Trust purchased 8,819,996 shares of Common Stock for $881,996.61 on May 11, 2018, and 4,268,163 shares of Common Stock for $426,816.31 on May 23, 2018, both from the assets of the Trust, which shares of Common Stock were converted to 110,249 shares of Common Stock and 53,352 share of Common Stock, respectively, as a result of the Reverse Stock Split. On June 2, 2021, pursuant to the Issuer’s public offering of Common Stock and Common Stock Warrants, the Trust purchased, from the assets of the Trust: (a) 40,000 shares of Common Stock from the Issuer at $4.99 per share and (b) immediately exercisable Common Stock Warrants from the Issuer for 40,000 shares of Common Stock at $0.01 per warrant (the “IPO Warrants”). The Trust subsequently sold 25,778 shares of Common Stock and a portion of the IPO Warrants with respect to 13,954 shares of Common Stock. As of the date of this Amendment, and after giving effect to the foregoing sales of Common Stock and IPO Warrants, the Trust holds 177,823 shares of Common Stock and IPO Warrants for 26,046 shares of Common Stock.

Item 4. Purpose of Transaction

On July 21, 2017, Strome Mezzanine, HEP and the Issuer entered into the Participation Agreement attached as Exhibit 2 and incorporated by this reference, which was subsequently amended by the Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 attached as Exhibit 3 and incorporated by this reference (the “Amendment,” and the Participation Agreement as so amended, the “Participation Agreement”). The Amendment added Strome Alpha as a party to the Participation Agreement. Under the terms of the Participation Agreement, Strome Mezzanine purchased a participation right for the amount of $1.0 million in the Note, and Strome Alpha purchased a participation right for the amount of $500,000 in the Note. The payments pursuant to the Participation Agreement were paid in three equal tranches; the first two tranches of $500,000 were paid by Strome Mezzanine and the third tranche of $500,000 was paid by Strome Alpha. Upon each payment, Strome Mezzanine or Strome Alpha, as applicable, received the right to convert its payment to 62,500 shares of Common Stock (after giving effect to the Reverse Stock Split), and received immediately exercisable warrants. As of the date of this Amendment, such warrants have expired and are no longer exercisable by the applicable Reporting Person. Further, as a result of the conversion of the Note into shares of Common Stock on June 2, 2021, the Participation Agreement is no longer in effect.

On May 11, 2018, the Trust purchased 8,819,996 shares of Common Stock, and on May 23, 2018, the Trust purchased an additional 4,268,163 shares of Common Stock, which shares of Common Stock were converted to 110,249 shares of Common Stock and 53,352 share of Common Stock, respectively, as a result of the Reverse Stock Split. On June 2, 2021, pursuant to the Issuer’s public offering of Common Stock and Common Stock Warrants, the Trust purchased, from the assets of the Trust: (a) 40,000 shares of Common Stock from the Issuer at $4.99 per share and (b) the IPO Warrants. The Trust subsequently sold 25,778 shares of Common Stock and a portion of the IPO Warrants with respect to 13,954 shares of Common Stock. As of the date of this Amendment, and after giving effect to the foregoing sales of Common Stock and IPO Warrants, the Trust holds 177,823 shares of Common Stock and IPO Warrants for 26,046 shares of Common Stock

On June 28, 2018, Strome Mezzanine, Strome Alpha, HEP and the Issuer entered into the A&R Participation Agreement. Under the terms of the A&R Participation Agreement, Strome Mezzanine purchased a participation right in the Note for the additional amount of $691,187.08 using investment capital, which was paid on June 1, 2018. Upon the purchase of the participation right in the Note, Strome Mezzanine received immediately exercisable warrants from the Issuer for an additional 312,500 shares of Common Stock (after giving effect to the Reverse Stock Split). To induce Strome Mezzanine to purchase a participation right under the A&R Participation Agreement, the manager of HEP guaranteed certain of the Issuer’s obligations and liabilities to repay the principal of the Note in the event that the Issuer becomes insolvent, dissolves or files for federal bankruptcy protection on or before June 28, 2020. The Guaranty dated June 28, 2018 made by Laith Yaldoo in favor of Strome Mezzanine is attached hereto as Exhibit 6 and is incorporated by this reference (the “Guaranty”). As of the date of this Amendment, such warrants have expired and are no longer exercisable by the applicable Reporting Person. Further, as the result of the conversion of the Note into shares of Common Stock on June 2, 2021, the A&R Participation Agreement and the Guaranty are no longer in effect.

On October 8, 2020, Strome Mezzanine and the Issuer entered into the License Participation Agreement. Under the terms of the License Participation Agreement, Strome Mezzanine purchased a participation right in certain licenses by the Company of its intellectual property, trade secrets, know how or products. Upon the purchase of the participation right under the License Participation Agreement, Strome Mezzanine received immediately exercisable warrants from the Issuer for 18,750 shares of Common Stock (after giving effect to the Reverse Stock Split).

The Reporting Persons’ participation in the Note and in the License Participation Agreement and the Reporting Persons’ acquisition of the warrants and Common Stock is for investment purposes. Depending on their continuing evaluation of the business and prospects of the Issuer, the Reporting Persons may acquire or dispose of additional shares, or rights to receive shares, of the Issuer.

Except as set forth above, the Reporting Persons do not have any present plans which relate to or would result in:

Item 5. Interest in Securities of the Issuer

(a–b) The aggregate number and percentage of the shares of Common Stock outstanding beneficially owned by each Reporting Person set forth below and on pages 2-6 hereof are based on 10,449,660 shares of Common Stock outstanding as of August 1, 2023.

(c) None.

(d) None.

(e) Not applicable.

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

Item 4 above summarizes provisions of the Participation Agreement, the amendment to the Participation Agreement, the Note, the Guaranty, the A&R Participation Agreement, the Second Guaranty, the License Participation Agreement, and the Debt Extension and Conversion Agreement and is incorporated herein by reference. Copies of the Participation Agreement, the amendment to the Participation Agreement, the Note, the Guaranty, the A&R Participation Agreement, the Second Guaranty, the License Participation Agreement, and the Debt Extension and Conversion Agreement are filed as exhibits to this Schedule 13D/A and are incorporated by reference. As of the date of this Amendment, the Participation Agreement, the Note, the Guaranty, the A&R Participation Agreement and the Second Guaranty are no longer in effect.

Strome Mezzanine and Strome Alpha intend to act together to pursue a common strategy of acquisition or disposition with respect to their investment in the Issuer. Such understanding has not been reduced to a written agreement.

Item 7. Material to be Filed As Exhibits

SIGNATURE

After reasonable inquiry, and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.