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 9, 2016


ZIVO BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)


 

 

 

 

 

Nevada

 

000-30415

 

87-0699977

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)




2804 Orchard Lake Road, Suite 202, Keego Harbor Michigan   48320

(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code (248) 452-9866



Not applicable

(Former name or former address, if changed since last report)




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:


      .  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      .  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      .  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      .  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.03

Amendments to the Article of Incorporation or Bylaws; Changes in Fiscal Year


On November 9, 2016, the shareholders of Zivo Bioscience, Inc. approved Articles of Amendment (the “Articles of Amendment”) amending the Company’s Articles of Incorporation to increase the number of the Company’s authorized shares of common stock from 300,000,000 to 450,000,000.  The Articles of Amendment were filed with the Secretary of State of the State of Nevada on, and effective as of, November 14, 2016. A copy of the Articles of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 5.07

Submission of Matters to a Vote of Security Holders


At the annual meeting of the shareholders of Zivo Bioscience, Inc. on November 9, 2016, shareholders: (1) elected the five nominees for Board of Directors to serve until the next annual meeting of shareholders in 2017 and until his/her successor is elected and qualified; and (2) approved the proposal to amend the Company’s Articles of Incorporation to increase the authorized shares of common stock from 300,000,000 to 450,000,000.  The results of the voting are shown below.


Proposal 1 – Election of Directors


Nominees

Votes For

Against

Abstain

Not Voted

Christopher D. Maggiore

34,582,964

3,000

978,295

64,657,901

Nola E. Masterson

34,136,651

449,313

978,295

64,657,901

John B. Payne

34,136,651

449,313

978,295

64,657,901

Robert O. Rondeau

34,130,661

455,313

978,295

64,657,901

Philip M. Rice II

34,127,651

458,313

978,295

64,657,901


Proposal 2 – Increase in Authorization of Shares from 300,000,000 to 450,000,000


Votes For

Against

Abstain

83,544,280

16,038,183

639,697


Item 9.01

Financial Statements and Exhibits


(d)

Exhibits.


3.1

Articles of Amendment, as filed with the Secretary of State of the State of Nevada on November 14, 2016.




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.


ZIVO BIOSCIENCE, INC.


Date:  November 16, 2016

By:  /s/ PHILIP M. RICE, II              

Philip M. Rice, II, Chief Financial Officer