UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
 
☒            
Filed by the Registrant
 
☐            
Filed by a Party other than the Registrant
 
Check the appropriate box:
☐            
Preliminary Proxy Statement
☐            
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐            
Definitive Proxy Statement
☒            
Definitive Additional Materials
☐            
Soliciting Material Under §240.14a-12
Zivo Bioscience, Inc.
 
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
☒
No fee required.
 
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)         
Title of each class of securities to which transaction applies:
 
______________________________________________________________________________________
 
(2)          
Aggregate number of securities to which transaction applies:
 
______________________________________________________________________________________
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
______________________________________________________________________________________
 
(4)          
Proposed maximum aggregate value of transaction:
 
______________________________________________________________________________________
 
(5)          
Total fee paid:
 
______________________________________________________________________________________
 
☐
Fee paid previously with preliminary materials.

 
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)          
Amount Previously Paid:
 
______________________________________________________________________________________
 
(2)        
Form, Schedule or Registration Statement No.:
 
______________________________________________________________________________________
 
(3)          
Filing Party:
 
______________________________________________________________________________________
 
(4)          
Date Filed:
 
______________________________________________________________________________________
 


 
 
 
SUPPLEMENT TO PROXY STATEMENT
FOR 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 12, 2021
 
This proxy statement supplement, dated September 22, 2021 (the “Supplement”), provides updated information with respect to the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Zivo Bioscience, Inc., a Nevada corporation (“ZIVO”), to be held on Tuesday, October 12, 2021.
 
On September 13, 2021, ZIVO filed a definitive proxy statement for the Annual Meeting (the “Proxy Statement”) with the Securities and Exchange Commission. The primary purpose of this Supplement is to provide information relating to a recent change in the proposed nominees for election to ZIVO’s Board of Directors (the “Board”) and should be read in conjunction with the Proxy Statement.
 
Withdrawal of Nominee for Election as Director
 
Effective as of September 17, 2021, Robert O. Rondeau Jr., a member of the Board and a nominee for election as a director at the Annual Meeting, has resigned from the Board and will no longer be a nominee for re-election at the Annual Meeting. Effective as of Mr. Rondeau’s departure from the Board, the Board has reduced its size to five directors. No other nominee for election at the Annual Meeting will be named in place of Mr. Rondeau.
 
Voting Matters
 
If you have already returned your proxy card or provided voting instructions, you do not need to take any action unless you wish to change your vote. Proxies already returned by stockholders (via Internet, telephone or mail) will remain valid and will be voted at the Annual Meeting unless revoked. Shares represented by proxy cards returned before the Annual Meeting will be voted for the directors nominated by the Board as instructed on the form, except that votes will not be cast for Mr. Rondeau because he is no longer standing for election. If you have not yet returned your proxy card or submitted your voting instructions, please complete the form or submit instructions, disregarding Mr. Rondeau's name as a nominee for election as director.
 
None of the other agenda items presented in the Proxy Statement are affected by this Supplement, and shares represented by proxy cards returned before the Annual Meeting will be voted with respect to all other matters properly brought before the Annual Meeting as instructed on the form.
 
Information regarding how to vote your shares and revoke already submitted proxies is available in the Proxy Statement.
 
We look forward to your participation at the Annual Meeting.
 
By Order of the Board of Directors,
 
/s/ Keith R. Marchiando
 
 
 
 
Keith R. Marchiando
 
Zivo Bioscience, Inc.
Corporate Secretary
 
2804 Orchard Lake Rd, Suite 202
September 22, 2021
 
Keego Harbor, MI 48320