Form S-1MEF

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)(7)	Amount of Registration Fee(3)
Units consisting of shares of the Registrant’s Common Stock, par value $0.001 per share (“Common Stock”), and warrants to purchase shares of Common Stock	$2,645,000	$288.57
Warrants to purchase Common Stock included as part of the Units(2)(4)	-	-
Common Stock included as part of the Units(2)(5)	-	-
Common Stock issuable upon exercise of the warrants included as part of the Units(2)(6)	$2,909,500	$317.43
Underwriter warrants to purchase Common Stock (7)	-	-
Common Stock issuable upon exercise of the underwriter warrants(5)(7)	$202,400	$22.08
Total	$5,756,900	$628.08

(1)	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)	Includes shares and/or warrants that the underwriters have the option to purchase to cover over-allotments, if any.
(3)	Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price of all securities being registered.
(4)	Pursuant to Rule 457(i) under the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the securities of the Registrant underlying the warrants.
(5)	Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(6)	Includes shares issuable upon exercise of the warrants that the underwriters have the option to purchase to cover over-allotments, if any.
(7)	The Registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $28,784,500 on a registration statement on Form S-1, as amended (File No. 333-251221), which was declared effective by the Securities and Exchange Commission on May 27, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $5,756,900 is hereby registered.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinions and consents solely to register up to an aggregate of $5,756,900 in (i) additional shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) additional warrants to purchase shares of Common Stock, and (iii) shares of Common Stock issuable upon exercise of the warrants. The contents of the Registration Statement on Form S-1 (Registration No. 333-251221), as amended, including the exhibits and power of attorney thereto, which was declared effective by the Securities and Exchange Commission on May 27, 2021, are incorporated by reference in this Registration Statement (the “Prior Registration Statement”). The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Prior Registration Statement.

Item 16. Exhibits and Financial Statement Schedules.

Exhibit Number		Description

5.1*		Opinion of Fennemore Craig, P.C.

5.2*		Opinion of Honigman LLP.

23.1*		Consent of Independent Registered Public Accounting Firm.

23.2*		Consent of Fennemore Craig, P.C. (included in Exhibit 5.1).

23.2*		Consent of Honigman LLP (included in Exhibit 5.2).

24.1**		Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form S-1 Registration Statement (Registration No. 333-251221), filed by Zivo Bioscience, Inc. on December 9, 2020).

*	Filed herewith.
**	Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Keego Harbor, State of Michigan, on May 27, 2021.

ZIVO BIOSCIENCE, INC.

By:	/s/ Keith Marchiando
	Keith Marchiando
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Andrew Dahl		May 27, 2021
Andrew Dahl	President, Chief Executive
	Officer, and Director (Principal Executive Officer)
/s/ Keith Marchiando
Keith Marchiando	Chief Financial Officer (Principal	May 27, 2021
	Accounting and Financial Officer)
*
Christopher Maggiore	Director	May 27, 2021

*
Nola Masterson	Director	May 27, 2021

*
John Payne	Director	May 27, 2021

*
Robert Rondeau	Director	May 27, 2021

/s/ Alison Cornell
Alison Cornell	Director	May 27, 2021

* By Andrew Dahl as attorney-in-fact:

/s/ Andrew Dahl
Andrew Dahl