Zivo Bioscience Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement (Amendment)

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)

Registrant’s Telephone Number, Including Area Code: (248) 452-9866

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of Zivo Bioscience, Inc., dated May 31, 2024 (the “Original Form 8-K”).  This Form 8-K/A is being filed to correct a typographical error in the date cited in the third sentence of Item 1.01 under the subsection titled Stock Award in Lieu of Unpaid Directors’ Fees of the Original Form 8-K, which is corrected by this filing to be “December 29, 2023”.  This Form 8-K/A amends and restates in its entirety Item 1.01 under the subsection titled Stock Award in Lieu of Unpaid Directors’ Fees of the Original Form 8-K.  Other than the correction to that date, the remainder of the Original Form 8-K remains unchanged.

Item 1.01 Entry into a Material Definitive Agreement

Stock Award in Lieu of Unpaid Directors’ Fees

On May 31, 2024 the Board approved a Stock in Lieu of Unpaid Director's program fees that would allow for the granting of a total of 261,619 shares of stock to the non-employee Board members common in lieu of unpaid non-employee director service fees earned during the calendar year ending December 31, 2023.  In aggregate the Company owed the three non-employee board members $172,670 in fees; Alison Cornell was due $62,789, Nola Masterson was due $56,062, and Chris Maggiore was due $53,819.  These unpaid amounts were grossed up for taxes at an assumed tax rate of 45% and the number of shares was determined based on the Company’s closing stock price on December 29, 2023 of $1.20 per share.  On June 5, 2024, all the non-employee directors accepted the following grants in lieu of the unpaid cash service fees:

The value of the shares granted to the non-employee directors pursuant to this exchange of stock in lieu of unpaid cash fees were exempted from the annual limitation of awards to non-employee directors set forth in the Director Equity Plan.  These shares awards will be issued under the Director Equity Plan and will be subject to provisions thereof.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 7, 2024