Securities and Exchange Commission

Washington, D.C. 20549

 

Form 10-Q

(Mark One)

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2022

 

 

OR

 

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____to_____

 

Commission file number: 001-40449

 

Zivo Bioscience, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

87-0699977

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

 

21 E. Long Lake Road, Suite 100, Bloomfield Hills, MI 48304

(Address of principal executive offices) (Zip code)

 

(248) 452 9866

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on

Which Registered

Common Stock, par value $0.001 per share

ZIVO

The Nasdaq Stock Market LLC

Warrants

ZIVOW

The Nasdaq Stock Market LLC

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of regulation ST (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐

Smaller reporting company

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☒

 

 

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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes ☐  No ☒

 

There were 9,419,660 shares of common stock, $0.001 par value, outstanding at November 10, 2022.

 

 

 

 

FORM 10-Q

ZIVO BIOSCIENCE, INC.

INDEX

 

 

 

 

 Page

 

PART I - FINANCIAL INFORMATION

 

3

 

 

 

 

 

 

Item 1. Financial Statements (Unaudited)

 

3

 

 

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

32

 

 

 

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

 38

 

 

 

 

 

 

 

Item 4. Controls and Procedures

 

 38

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1. Legal Proceedings

 

 40

 

 

 

 

 

 

 

Item 1A. Risk Factors

 

 40

 

 

 

 

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

 40

 

 

 

 

 

 

 

Item 3. Defaults upon Senior Securities

 

 40

 

 

 

 

 

 

 

Item 4. Mine Safety Disclosures

 

 40

 

 

 

 

 

 

 

Item 5. Other Information

 

 40

 

 

 

 

 

 

 

Item 6. Exhibits

 

 41

 

 

 

2

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1 - Financial Statements

 

ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

 

 

 

September 30,

2022

 

 

December 31,

2021

 

 

 

 

 

 

 

ASSETS

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash

 

$3,385,974

 

 

$8,901,875

 

Prepaid expenses

 

 

342,565

 

 

 

58,078

 

Total current assets

 

 

3,728,539

 

 

 

8,959,953

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

Operating lease – right of use asset

 

 

210,759

 

 

 

27,225

 

Security deposit

 

 

32,058

 

 

 

3,000

 

Total other assets

 

 

242,817

 

 

 

30,225

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$3,971,356

 

 

$8,990,178

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$606,981

 

 

$654,333

 

Current portion of long-term operating lease

 

 

92,723

 

 

 

15,178

 

Convertible debentures payable

 

 

240,000

 

 

 

240,000

 

Deferred R&D obligations - participation agreements

 

 

579,880

 

 

 

1,106,320

 

Deferred R&D obligations - participation agreements related parties

 

 

193,432

 

 

 

369,037

 

Accrued interest

 

 

97,681

 

 

 

95,886

 

Accrued liabilities - payroll and directors fees

 

 

364,815

 

 

 

467,215

 

Note payable

 

 

139,689

 

 

 

-

 

Total Current Liabilities

 

 

2,315,201

 

 

 

2,947,969

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

 

 

Long-term operating lease, net of current portion

 

 

131,910

 

 

 

-

 

Total long-term liabilities

 

 

131,910

 

 

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

2,447,111

 

 

 

2,947,969

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 150,000,000 shares authorized; 9,419,660 and 9,419,660 issued and outstanding at September 30, 2022 and December 31, 2021

 

 

9,420

 

 

 

9,420

 

Additional paid-in capital

 

 

114,678,559

 

 

 

113,092,025

 

Accumulated deficit

 

 

(113,163,734)

 

 

(107,059,236)

Total stockholders' equity

 

 

1,524,245

 

 

 

6,042,209

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$3,971,356

 

 

$8,990,178

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
3

Table of Contents

 

ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

For the Three

Months ended

September 30,

2022

 

 

For the Three

Months ended

September 30,

2021

 

 

For the Nine

Months ended

September 30,

2022

 

 

For the Nine

Months ended

September 30,

2021

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Total revenues

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

1,396,989

 

 

1,264,102

 

 

 

4,373,285

 

 

 

3,970,112

 

Research and Development

 

 

603,105

 

 

 

409,013

 

 

 

1,720,925

 

 

 

1,410,577

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

 

2,000,094

 

 

 

1,673,115

 

 

 

6,094,210

 

 

5,380,689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(2,000,094)

 

 

(1,673,115)

 

 

(6,094,210)

 

 

(5,380,689)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME / (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on forgiveness of debt

 

 

-

 

 

 

121,700

 

 

 

-

 

 

 

121,700

 

Interest expense

 

 

(4,245)

 

 

(209)

 

 

(10,288)

 

 

(43,253)

Interest expense - related parties

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(188,603)

Total other expense

 

 

(4,245)

 

 

121,491

 

 

 

(10,288)

 

 

(110,156)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(2,004,339)

 

$(1,551,624)

 

$(6,104,498)

 

$(5,490,845)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

 

$(0.21)

 

$(0.24)

 

$(0.65)

 

$(0.94)

WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING

 

 

9,419,660

 

 

 

6,490,505

 

 

 

9,419,660

 

 

 

5,846,011

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
4

Table of Contents

 

ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

(UNAUDITED)

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2021

 

 

9,068,657

 

 

$9,069

 

 

$109,566,479

 

 

$(102,242,577)

 

$7,332,971

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of warrants for services

 

 

-

 

 

 

-

 

 

 

224,206

 

 

 

-

 

 

 

224,206

 

Common stock issued on registered warrant exercise

 

 

198,503

 

 

 

198

 

 

 

1,091,569

 

 

 

-

 

 

 

1,091,767

 

Public offering of stock - overallotment

 

 

150,000

 

 

 

150

 

 

 

748,350

 

 

 

-

 

 

 

748,500

 

Underwriting and other expenses for public offering

 

 

-

 

 

 

-

 

 

 

(75,191)

 

 

-

 

 

 

(75,191)

Net loss for the three months ended September 30, 2021

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,551,624)

 

 

(1,551,624)

Balance, September 30, 2021

 

 

9,417,160

 

 

$9,417

 

 

$111,555,413

 

 

$(103,794,201)

 

$7,770,629

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2022

 

 

9,419,660

 

 

$9,420

 

 

 

114,160,398

 

 

$(111,159,395)

 

$3,010,423

 

Employee and director equity based compensation

 

 

-

 

 

 

-

 

 

 

518,161

 

 

 

-

 

 

 

518,161

 

Net loss for the three months ended September 30, 2022

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,004,339)

 

 

(2,004,339)

Balance, September 30, 2022

 

 

9,419,660

 

 

$9,420

 

 

$114,678,559

 

 

$(113,163,734)

 

$1,524,245

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
5

Table of Contents

 

ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

(UNAUDITED)

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2020

 

 

5,162,945

 

 

$5,163

 

 

$86,987,579

 

 

$(98,303,356 )

 

$(11,310,614 )

Issuance of warrants for services

 

 

-

 

 

 

-

 

 

 

1,443,788

 

 

 

-

 

 

 

1,443,788

 

Issuance of common stock for cash – related party

 

 

4,464

 

 

 

5

 

 

 

49,995

 

 

 

-

 

 

 

50,000

 

Issuance of common stock for cash

 

 

139,664

 

 

 

140

 

 

 

1,514,829

 

 

 

-

 

 

 

1,514,969

 

Issuance of warrants pursuant to the participation agreements

 

 

 

 

 

 

-

 

 

 

55,697

 

 

 

-

 

 

 

55,697

 

Common stock issued on cashless warrant exercise

 

 

54,361

 

 

 

54

 

 

 

(54 )

 

 

-

 

 

 

-

 

Public offering issuance of stock and warrants

 

 

2,910,000

 

 

 

2,910

 

 

 

14,545,590

 

 

 

-

 

 

 

14,548,500

 

Fractional shares from split

 

 

(99 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Underwriting and other expenses for public offering

 

 

-

 

 

 

-

 

 

 

(1,697,829 )

 

 

-

 

 

 

(1,697,829)

Warrants sold as part of the public offering

 

 

-

 

 

 

-

 

 

 

4,240

 

 

 

 

 

 

 

4,240

 

Common stock issued on registered warrant exercise

 

 

198,503

 

 

 

198

 

 

 

1,091,569

 

 

 

-

 

 

 

1,091,767

 

Common stock issued on conversion of 11% Convertible Debt and accrued interest

 

 

942,322

 

 

 

942

 

 

 

7,537,614

 

 

 

-

 

 

 

7,538,556

 

Stock issued for services

 

 

5,000

 

 

 

5

 

 

 

22,395

 

 

 

-

 

 

 

22,400

 

Net loss for the nine months ended September 30, 2021

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,490,845 )

 

 

(5,490,845 )

Balance, September 30, 2021

 

 

9,417,160

 

 

$9,417

 

 

$111,555,413

 

 

$(103,794,201 )

 

$7,770,629

 

 

 

 

 

 

 

 

 

 

Additional

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance, December 31, 2021

 

 

9,419,660

 

 

$9,420

 

 

$113,092,025

 

 

$(107,059,236 )

 

$6,042,209

 

Employee and director equity-based compensation

 

 

-

 

 

 

-

 

 

 

1,586,534

 

 

 

-

 

 

 

1,586,534

 

Net loss for the nine months ended September 30, 2022

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,104,498 )

 

 

(6,104,498 )

Balance, September 30, 2022

 

 

9,419,660

 

 

$9,420

 

 

$114,678,559

 

 

$(113,163,734 )

 

$1,524,245

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
6

Table of Contents

 

ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

 

 

For the Nine

Months Ended

September 30, 2022

 

 

For the Nine

Months Ended

September 30, 2021

 

Cash Flows for Operating Activities:

 

 

 

 

 

 

Net loss

 

$(6,104,498)

 

$(5,490,845 )

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

 

 

 

Non cash lease expense

 

 

58,159

 

 

 

16,257

 

Gain on forgiveness of debt

 

 

-

 

 

 

(121,700 )

Amortization of deferred R&D obligations participation agreements

 

 

(702,045 )

 

 

(350,099 )

Employee and director equity-based compensation expense

 

 

1,586,534

 

 

 

1,466,188

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

(284,487 )

 

 

(102,132 )

Accounts payable

 

 

(47,352)

 

 

(830,812 )

Lease liabilities

 

 

(32,238 )

 

 

(19,886 )

Security deposits

 

 

(29,058 )

 

 

-

 

Advanced payments for R&D obligations - participation agreements

 

 

-

 

 

 

85,303

 

Accrued liabilities

 

 

(100,605

) 

 

 

445,919

 

Net cash (used in) operating activities

 

 

(5,655,590)

 

 

(4,901,809 )

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Net cash from by investing activities

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Cash Flow from Financing Activities:

 

 

 

 

 

 

 

 

Proceeds of notes payable, other

 

 

628,600

 

 

 

190,500

 

Payments of notes payable, other

 

 

(488,911 )

 

 

(190,500 )

Proceeds from public sale of common stock and warrants

 

 

-

 

 

 

14,552,739

 

Proceeds from exercise of registered warrants

 

 

-

 

 

 

1,091,767

 

Expenses related to the public offering

 

 

-

 

 

 

(1,697,828 )

Proceeds from sale of common stock warrants – participation agreements

 

 

-

 

 

 

55,697

 

Proceeds from sale of common stock – related party

 

 

-

 

 

 

50,000

 

Proceeds from sales of common stock

 

 

-

 

 

 

1,514,970

 

Net cash provided by financing activities

 

 

139,689

 

 

 

15,567,345

 

 

 

 

 

 

 

 

 

 

Increase/(Decrease) in Cash

 

 

(5,515,901)

 

 

10,665,536

 

Cash at Beginning of Period

 

 

8,901,875

 

 

 

137,862

 

Cash at End of Period

 

$3,385,974

 

 

$10,803,398

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$8,493

 

 

$3,084

 

Income Taxes

 

$-

 

 

$-

 

 

See accompanying notes to unaudited condensed consolidated financial statements. 

 

 
7

Table of Contents

 

ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED) (Continued)

 

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

 

Nine Months Ended September 30, 2022:

 

During the nine months ended September 30, 2022, the Company had no non-cash investing or financing transactions.

 

Nine Months Ended September 30, 2021:

 

During the nine months ended September 30, 2021, a related party applied the proceeds of a Loan Payable in the principal amount of $9,000, against an investment in a Participation Agreement.

 

During the nine months ended September 30, 2021, warrants to purchase 139,100 shares of the Company’s common stock were exercised on a “cashless” basis resulting in the issuance of 54,361 shares of common stock.

 

On June 2, 2021, pursuant to the terms of several Debt Extension and Conversion Agreements with holders of our 11% convertible debt, a total of $7,538,557 comprised of outstanding principal of $4,940,342 and interest of $2,598,215 our convertible notes were automatically converted into 942,322 shares of common stock at $8.00 per share. See Note 6 – Debt for additional information.

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
8

Table of Contents

 

ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The condensed consolidated financial statements have also been prepared on a basis substantially consistent with, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021 and the notes thereto, included in its Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on April 22, 2022.

 

Going Concern

 

The Company has incurred net losses since inception, experienced negative cash flows from operations for the quarter ended September 30, 2022 and has an accumulated deficit of $113,163,734. The Company has historically financed its operations primarily through the issuance of common stock, warrants, and debt.

 

The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. The Company intends to fund ongoing activities by utilizing its current cash on hand and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures.

 

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business; no adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.

 

NOTE 2 - REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 

Management identified errors made in its historical financial statements related to the valuation and expense of equity-based compensation for management and members of the Company’s board of directors.  The Company accounts for stock-based compensation in accordance with ASC 718. Under the provisions of ASC 718, stock-based compensation cost is estimated at the grant date based on the award’s fair value and is recognized as expense over the requisite service period. At the date of grant, the Company determines the fair value of the stock option award using the Black Scholes option pricing model.

 

The Company made errors in the application of the Black Scholes option valuation model by applying an inappropriate methodology in determining the expected term of granted options. Based on the limited history relating to exercises of options, the Company determined that the expected life of an option grant should be calculated using the simplified method. After recalculating the valuations and reviewing the periodic reported expense for all the options issued as equity-based compensation, the Company concluded that, in aggregate, it had overstated the equity-based compensation. In accordance with SEC Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements; the Company evaluated the error quantitatively and qualitatively and has determined that the related impact was not material to any previously presented financial statements. As such the Company corrected the error in the consolidated financial statements for the years ended December 31, 2020 and 2021, and the condensed consolidated financial statements for the three month period ended March 31, 2021, the three month and six month periods ended June 30, 2021, and the three month and nine month period ended September 30, 2021.

 

 

 
9

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The impact of the revision on the Company’s previously released financial statements that are reference in this form 10Q are reflected in the following tables. The adjustment below include immaterial footing corrections in certain previously reported balances.  

   

CONSOLIDATED BALANCE SHEET

as of December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Additional paid-in capital

 

$87,747,898

 

 

$(760,319)

 

$86,987,579

 

Accumulated deficit

 

 

(99,063,675)

 

 

760,319

 

 

 

(98,303,356)

 

CONSOLIDATED STATEMENT OF OPERATIONS

for the Year Ending December 31, 2020

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

General and Administrative

 

$4,820,762

 

 

$(57,086)

 

$4,763,676

 

Research and Development

 

 

3,754,913

 

 

 

(494,141)

 

 

3,260,772

 

Total costs and expenses

 

 

8,575,675

 

 

 

(551,227)

 

 

8,024,448

 

LOSS FROM OPERATIONS

 

 

(8,575,675)

 

 

551,227

 

 

 

(8,024,448)

NET LOSS

 

 

(9,105,729)

 

 

551,227

 

 

 

(8,554,502)

BASIC AND DILUTED LOSS PER SHARE

 

$(1.79)

 

$

 0.11

 

 

$

(1.68)

 

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the Year Ended December 31, 2020

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Balance, December 30, 2019 – Additional Paid in Capital

 

$81,614,504

 

 

$(209,091)

 

$81,405,413

 

Balance, December 30, 2019 – Accumulated Deficit

 

 

(89,957,946)

 

 

209,091

 

 

 

(89,748,855)

Employee and director equity-based compensation – Additional Paid in Capital

 

 

2,302,044

 

 

 

(551,227)

 

 

1,750,817

 

Employee and director equity-based compensation - Total

 

 

2,302,044

 

 

 

(551,227)

 

 

1,750,817

 

Net loss for the year ended December 31, 2020 – Accumulated Deficit

 

 

(9,105,729)

 

 

551,227

 

 

 

(8,554,502)

Net loss for the year ended December 31, 2020 - Total

 

 

(9,105,729)

 

 

551,227

 

 

 

(8,554,502)

Balance, December 31, 2020 – Additional Paid in Capital

 

 

87,747,898

 

 

 

(760,319)

 

 

86,987,579

 

Balance, December 31, 2020 - Accumulated Deficit

 

 

(99,063,675)

 

 

760,319

 

 

 

(98,303,356)

 

CONSOLIDATED STATEMENT OF CASH FLOWS

for the Year Ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Net Loss

 

$(9,105,729)

 

$551,227

 

 

$(8,554,502)

Employee and director equity-based compensations

 

 

2,302,044

 

 

 

(551,227)

 

 

1,750,817

 

 

 
10

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CONDENSED CONSOLIDATED BALANCE SHEET

as of March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Additional paid-in capital

 

$89,437,765

 

 

$(837,250)

 

$88,600,515

 

Accumulated deficit

 

 

(101,282,654)

 

 

837,250

 

 

 

(100,445,404)

 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

for the Three Months Ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

General and Administrative

 

$1,436,822

 

 

$(13,272)

 

$1,423,550

 

Research and Development

 

 

646,752

 

 

 

(63,659)

 

 

583,093

 

Total costs and expenses

 

 

2,083,574

 

 

 

(76,931)

 

 

2,006,643

 

LOSS FROM OPERATIONS

 

 

(2,083,574)

 

 

76,931

 

 

 

(2,006,643)

NET LOSS

 

 

(2,218,978)

 

 

76,931

 

 

 

(2,142,047)

BASIC AND DILUTED LOSS PER SHARE

 

$(0.43)

 

$0.02

 

 

$(0.41)

 

  

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the Three Months Ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Balance, December 30, 2020 – Additional Paid in Capital

 

$87,747,898

 

 

$(760,319)

 

$86,987,579

 

Balance, December 30, 2020 – Accumulated Deficit

 

 

(99,063,675)

 

 

760,319

 

 

 

(98,303,356)

Issuance of warrants for services – Additional Paid in Capital

 

 

975,024

 

 

 

(76,931)

 

 

898,093

 

Issuance of warrants for services - Total

 

 

975,024

 

 

 

(76,931)

 

 

898,093

 

Net loss for the three months ended March 31, 2021 – Accumulated Deficit

 

 

(2,218,978)

 

 

76,931

 

 

 

(2,142,047

) 

Net loss for the three months ended March 31, 2021 - Total

 

 

(2,218,978)

 

 

76,931

 

 

 

(2,142,047)

Balance, March 31, 2021 – Additional Paid in Capital

 

 

89,437,765

 

 

 

(837,250)

 

 

88,600,515

 

Balance, March 31, 2021 - Accumulated Deficit

 

 

(101,282,654)

 

 

837,250

 

 

 

(100,445,404)

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

for the Three Months Ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Net Loss

 

$(2,218,978)

 

$76,931

 

 

$(2,142,047)

Employee and director equity-based compensation expense

 

 

975,024

 

 

 

(76,931)

 

 

898,093

 

 

 
11

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CONDENSED CONSOLIDATED BALANCE SHEET

as of June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Additional paid-in capital

 

$110,452,205

 

 

$(885,726)

 

$109,566,479

 

Accumulated deficit

 

 

(103,128,302)

 

 

885,725

 

 

 

(102,242,577)

 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

for the Three Months Ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

General and Administrative

 

$1,281,488

 

 

$972

 

 

$1,282,460

 

Research and Development

 

 

467,918

 

 

 

(49,447)

 

 

418,471

 

Total costs and expenses

 

 

1,749,406

 

 

 

(48,475)

 

 

1,700,931

 

LOSS FROM OPERATIONS

 

 

(1,749,406)

 

 

48,475

 

 

 

(1,700,931)

NET LOSS

 

 

(1,845,648)

 

 

48,475

 

 

 

(1,797,173)

BASIC AND DILUTED LOSS PER SHARE

 

$(0.28)

 

$0.00

 

 

$(0.28)

 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

for the Six Months Ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

General and Administrative

 

$2,718,310

 

 

$(12,300)

 

$2,706,010

 

Research and Development

 

 

1,114,670

 

 

 

(113,106)

 

 

1,001,564

 

Total costs and expenses

 

 

3,832,980

 

 

 

(125,406)

 

 

3,707,574

 

LOSS FROM OPERATIONS

 

 

(3,832,980)

 

 

125,406

 

 

 

(3,707,574)

NET LOSS

 

 

(4,064,627)

 

 

125,406

 

 

 

(3,939,221)

BASIC AND DILUTED LOSS PER SHARE

 

$(0.70)

 

$0.03

 

 

$(0.67)

 

 
12

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the Three Months Ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Balance, March 31, 2021 – Additional Paid in Capital

 

$89,437,765

 

 

$(837,250)

 

$88,600,515

 

Balance, March 31, 2021 – Accumulated Deficit

 

 

(101,282,654)

 

 

837,250

 

 

 

(100,445,404)

Issuance of warrants for services – Additional Paid in Capital

 

 

369,965

 

 

 

(48,475)

 

 

321,490

 

Issuance of warrants for services - Total

 

 

369,965

 

 

 

(48,475)

 

 

321,490

 

Net loss for the three months ended June 30, 2021 – Accumulated Deficit

 

 

(1,845,648)

 

 

48,475

 

 

 

(1,797,173)

Net loss for the three months ended June 30, 2021 - Total

 

 

(1,845,648)

 

 

48,475

 

 

 

(1,797,173)

Balance, June 30, 2021 – Additional Paid in Capital

 

 

110,452,205

 

 

 

(885,726)

 

 

109,566,479

 

Balance, June 30, 2021 - Accumulated Deficit

 

 

(103,128,302)

 

 

885,725

 

 

 

(102,242,577)

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the Six Months Ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Balance, December 31, 2020 – Additional Paid in Capital

 

$87,747,898

 

 

$(760,319)

 

$86,987,579

 

Balance, December 31, 2020 – Accumulated Deficit

 

 

(99,063,675)

 

 

760,319

 

 

 

(98,303,356)

Issuance of warrants for services – Additional Paid in Capital

 

1,344,989

 

 

 

(125,406)

 

 

1,219,583

 

Issuance of warrants for services - Total

 

 

1,344,989

 

 

 

(125,406)

 

 

1,219,583

 

Net loss for the six months ended June 30, 2021 – Accumulated Deficit

 

 

(4,064,627)

 

 

125,406

 

 

 

(3,939,221)

Net loss for the six months ended June 30, 2021 - Total

 

 

(4,064,627)

 

 

125,406

 

 

 

(3,939,221)

Balance, June 30, 2021 – Additional Paid in Capital

 

 

110,452,205

 

 

 

(885,726)

 

 

109,566,479

 

Balance, June 30, 2021 - Accumulated Deficit

 

 

(103,128,302)

 

 

885,725

 

 

 

(102,242,577)

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

for the Six Months Ended June 30, 2021

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Net Loss

 

$(4,064,627)

 

$125,406

 

 

$(3,939,221)

Employee and director equity-based compensation expense

 

 

1,367,389

 

 

 

(125,406)

 

 

1,241,983

 

 

 
13

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CONDENSED CONSOLIDATED BALANCE SHEET

as of September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Additional paid-in capital

 

$112,473,855

 

 

$(918,442)

 

$111,555,413

 

Accumulated deficit

 

 

(104,712,643)

 

 

918,442

 

 

 

(103,794,201)

 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

for the Three Months Ended September 30, 2021

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

General and Administrative

 

$1,263,490

 

 

$612

 

 

$

1,264,102

 

Research and Development

 

 

442,340

 

 

 

(33,327)

 

 

409,013

 

Total costs and expenses

 

 

1,705,830

 

 

 

(32,715)

 

 

1,673,115

 

LOSS FROM OPERATIONS

 

 

(1,705,830)

 

 

32,715

 

 

 

(1,673,115)

NET LOSS

 

 

(1,584,339)

 

 

32,715

 

 

 

(1,551,624)

BASIC AND DILUTED LOSS PER SHARE

 

$(0.17)

 

$(0.07)

 

$(0.24)

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

for the Nine Months Ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

General and Administrative

 

$3,981,801

 

 

$(11,689)

 

$3,970,112

 

Research and Development

 

 

1,557,010

 

 

 

(146,433)

 

 

1,410,577

 

Total costs and expenses

 

 

5,538,811

 

 

 

(158,122)

 

 

5,380,689

 

LOSS FROM OPERATIONS

 

 

(5,538,811)

 

 

158,122

 

 

 

(5,380,689)

NET LOSS

 

 

(5,648,968)

 

 

158,123

 

 

 

(5,490,845)

BASIC AND DILUTED LOSS PER SHARE

 

$(0.81)

 

$(0.13)

 

$(0.94)

 

 
14

Table of Contents

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the Three Months Ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Balance, June 30, 2021 – Additional Paid in Capital

 

$110,452,205

 

 

$(885,726)

 

$109,566,479

 

Balance, June 30, 2021 – Accumulated Deficit

 

 

(103,128,302)

 

 

885,725

 

 

 

(102,242,577)

Issuance of warrants for services – Additional Paid in Capital

 

 

256,920

 

 

 

(32,714)

 

 

224,206

 

Issuance of warrants for services - Total

 

 

256,920

 

 

 

(32,714)

 

 

224,206

 

Net loss for the three months ended September 30, 2021 – Accumulated Deficit

 

 

(1,584,339)

 

 

32,715

 

 

 

(1,551,624)

Net loss for the three months ended September 30, 2021 - Total

 

 

(1,584,339)

 

 

32,715

 

 

 

(1,551,624)

Balance, September 30, 2021 – Additional Paid in Capital

 

 

112,473,855

 

 

 

(918,442)

 

 

111,555,413

 

Balance, September 30, 2021 - Accumulated Deficit

 

 

(104,712,643)

 

 

918,442

 

 

 

(103,794,201)

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the Nine Months Ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Balance, December 30, 2020 – Additional Paid in Capital

 

$87,747,898

 

 

$(760,319)

 

$86,987,579

 

Balance, December 30, 2020 – Accumulated Deficit

 

 

(99,063,675)

 

 

760,319

 

 

 

(98,303,356)

Issuance of warrants for services – Additional Paid in Capital

 

 

1,601,909

 

 

 

(158,121)

 

 

1,443,788

 

Issuance of warrants for services - Total

 

 

1,601,909

 

 

 

(158,121)

 

 

1,443,788

 

Net loss for the nine months ended September 30, 2021 – Accumulated Deficit

 

 

(5,648,968)

 

 

158,123

 

 

 

(5,490,845)

Net loss for the nine months ended September 30, 2021 - Total

 

 

(5,648,968)

 

 

158,123

 

 

 

(5,490,845)

Balance, September 30, 2021 – Additional Paid in Capital

 

 

112,473,855

 

 

 

(918,442)

 

 

111,555,413

 

Balance, September 30, 2021 -

Accumulated Deficit

 

 

(104,712,643)

 

 

918,442

 

 

 

(103,794,201)

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

for the Nine Months Ended of September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Net Loss

 

$(5,648,968)

 

$158,123

 

 

$(5,490,845)

Employee and director equity-based compensation expense

 

 

1,624,309

 

 

 

(158,121)

 

 

1,466,188

 

 

 
15

Table of Contents

 

CONSOLIDATED BALANCE SHEET

as of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Additional paid-in capital

 

$114,259,830

 

 

$(1,167,805)

 

$113,092,025

 

Accumulated deficit

 

$(108,227,041)

 

$1,167,805

 

 

$(107,059,236)

 

CONSOLIDATED STATEMENT OF OPERATIONS

for the Year Ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

General and Administrative

 

$6,932,921

 

 

$(238,302)

 

 

$6,694,619

 

Research and Development

 

 

2,119,684

 

 

 

(169,184)

 

 

 

1,950,500

 

Total costs and expenses

 

 

9,052,605

 

 

 

(407,486)

 

 

 

8,645,119

 

LOSS FROM OPERATIONS

 

 

(9,052,605)

 

 

407,486

 

 

 

(8,645,119)

NET LOSS

 

 

(9,163,366)

 

 

407,485

 

 

 

(8,755,881)

BASIC AND DILUTED LOSS PER SHARE

 

$(1.20)

 

$0.05

 

 

$(1.15)

 

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the Year Ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Balance, December 30, 2020 – Additional Paid in Capital

 

$87,747,898

 

 

$(760,319)

 

$86,987,579

 

Balance, December 30, 2020 – Accumulated Deficit

 

 

(99,063,675)

 

 

760,319

 

 

 

(98,303,356)

Employee and director equity-based compensation – Additional Paid in Capital

 

 

3,377,512

 

 

 

(407,485)

 

 

2,970,027

 

Employee and director equity-based compensation - Total

 

 

3,377,512

 

 

 

(407,485)

 

 

2,970,027

 

Net loss for the year ended December 31, 2021 – Accumulated Deficit

 

 

(9,163,366)

 

 

407,485

 

 

 

(8,755,881)

Net loss for the year ended December 31, 2021 - Total

 

 

(9,163,366)

 

 

407,485

 

 

 

(8,755,881)

Balance, December 31, 2021 – Additional Paid in Capital

 

 

114,259,830

 

 

 

(1,167,805)

 

 

113,092,025

 

Balance, December 31, 2021 - Accumulated Deficit

 

 

(108,227,041)

 

 

1,167,805

 

 

 

(107,059,236)

 

CONSOLIDATED STATEMENT OF CASH FLOWS

for the Year Ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

 

 

Reported

 

 

Adjustment

 

 

As Revised

 

Net Loss

 

$(9,163,366)

 

$407,485

 

 

$(8,755,881)

Employee and director equity-based compensation

 

 

3,377,512

 

 

 

(407,485)

 

 

2,970,027

 

 

 
16

Table of Contents

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries, ZIVOLife LLC, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., Wellmetrix, LLC, Wellmetris, LLC, Zivo Bioscience, LLC, Zivo Biologic, Inc., and Zivo Zoologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation.

 

Accounting Estimates

 

The Company’s condensed consolidated financial statements have been prepared in conformity with US GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable.

 

Cash

 

Cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents balances at financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, balances in certain bank accounts may exceed the FDIC insured limits. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At September 30, 2022, the Company did not have any cash equivalents.

 

Property and Equipment

 

Property and equipment consist of furniture and office equipment and are carried at cost less allowances for depreciation and amortization. Depreciation and amortization are determined by using the straight-line method over the estimated useful lives of the related assets. Repair and maintenance costs that do not improve service potential or extend the economic life of an existing fixed asset are expensed as incurred.

 

Leases

 

ASC 842, Leases, requires the recognition of a right-of-use (“ROU”) and a corresponding lease liability on the balance sheet. ROU assets represent the right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. ROU assets and lease liabilities are recognized on commencement of the lease agreement.

 

ROU assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on the Company’s Condensed Consolidated Balance Sheet as of September 30, 2022.

 

Lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date and or extension date. Because the Company’s lease does not provide an implicit rate of return, the Company used its incremental borrowing rate in determining the present value of lease payments.

 

Research and Development

 

Research and development (“R&D”) costs are expensed as incurred. The Company’s R&D costs, including internal expenses, consist of clinical study expenses as it relates to the biotech business and the development and growing of algae as it relates to the agtech business. These costs consist of fees, charges, and related expenses incurred in the conduct business with Company development by independent outside contractors. External clinical studies expenses were $1,123,454 and $1,065,293 for the nine months ended September 30, 2022 and September 30, 2021, respectively. Internal expenses, composed of staff salaries and travel expense were $1,299,517 and $841,816 for the nine months ended September 30, 2022 and 2021, respectively. These costs were offset by the amortization of the R&D obligation of $702,045 and $350,099 for the nine months ended September 30, 2022 and September 30, 2021, respectively (see “Note 7 - Deferred R&D Obligations - Participation Agreements”).

 

 
17

Table of Contents

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Income Taxes

 

Deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

The tax effects of temporary differences that gave rise to the deferred tax assets and deferred tax liabilities at September 30, 2022 and December 31, 2021 were primarily attributable to net operating loss carry forwards. Since the Company has a history of losses, and it is more likely than not that some portion or all of the deferred tax assets will not be realized, a full valuation allowance has been established. In addition, utilization of net operating loss carry-forwards is subject to a substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carry-forwards before utilization.

 

Stock Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718. Under the provisions of ASC 718, stock-based compensation cost is estimated at the grant date based on the award’s fair value and is recognized as expense over the requisite service period. The Company generally issues grants to its employees, consultants and board members. At the date of grant, the Company determines the fair value of the stock option or warrant award and recognizes compensation expense over the requisite service period. The fair value of the stock option or warrant award is calculated using the Black Scholes option pricing model.

 

During the three months ended September 30, 2022, 220,391 options were granted to employees, consultants, or directors of the Company.  No options were granted in the three months ended September 30, 2021.  The Company recorded compensation expense for these grants and previous grants in the amount of $518,161 and $224,206 for the three months ended September 30, 2022 and September 31, 2021, respectively.  During the nine months ended September 30, 2022 and 2021, 392,891 and 175,000 stock options were granted to employees of the Company, respectively. As a result of these grants and previous grants, the Company recorded compensation expense of $1,586,534 and $1,443,788 for the nine months ended September 30, 2022 and September 31, 2021, respectively.

 

The fair value of stock options was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions:

 

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

Expected volatility

 

120.99% to 130.18

% 

 

132.32% to 143.97

% 

Expected dividends

 

 

0%

 

 

0%

Expected term

 

5.31 to 5.75 years

 

 

5 to 5.87 years

 

Risk free rate

 

1.88% to 3.25

% 

 

0.48% to 1.34

% 

 

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility, the risk free rate, and the result of the simplified method used to determine the expected term.

 

 
18

Table of Contents

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Income (Loss) Per Share

 

Basic loss per share is computed by dividing the Company’s net loss by the weighted average number of shares of common stock outstanding during the period presented. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of options and warrants and conversions of debentures. Potentially dilutive securities as of September 30, 2022, consisted of 53,427 shares of common stock underlying convertible debentures and related accrued interest and 6,509,129 shares of common stock underlying outstanding options and warrants. Potentially dilutive securities as of September 30, 2021 consisted of 52,957 shares of common stock underlying convertible debentures and related accrued interest and 6,322,385 shares of common stock underlying outstanding options and warrants. For the three and nine months ended September 30, 2022 and September 30, 2021, diluted and basic weighted average shares were the same, as potentially dilutive shares were anti-dilutive as of such dates.

 

Segment Reporting

 

The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker (CODM), reviews financial information presented on a consolidated basis, accompanied by information about operating segments for purposes of making operating decisions and assessing financial performance. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance.

 

Recently Enacted Accounting Standards

 

No new Accounting Standards were adopted during the quarter ended September 30, 2022.

 

NOTE 4 - PROPERTY AND EQUIPMENT

 

Property and equipment at September 30, 2022 and December 31, 2021 consisted of the following:

 

 

 

September 30,

2022

 

 

December 31,

2021

 

 

 

 

 

 

 

 

Furniture and fixtures

 

$20,000

 

 

$20,000

 

Equipment

 

 

80,000

 

 

 

80,000

 

Total

 

 

100,000

 

 

 

100,000

 

Less accumulated depreciation and amortization

 

 

(100,000 )

 

 

(100,000 )

Property and equipment, net

 

$-

 

 

$-

 

 

There were no depreciation and amortization expenses for the three and nine months ended September 30, 2022 and 2021 respectively.

 

 
19

Table of Contents

 

NOTE 5 – LEASES

 

On December 17, 2020, the Company entered into a 25 ½ month lease agreement for a 2,700-square-foot facility that contains office, warehouse, lab and R&D space in Ft. Myers, Florida. The lease agreement commenced on December 17, 2020 and ends on January 31, 2023. The agreement provided for a total rent of $54,993 over the period. Occupancy of the property commenced on December 17, 2020, there was a 6-week rent holiday and a commencement date of February 1, 2021. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Rent is $3,291 per month from January 15, 2021 to January 31, 2022 and $1,154 from February 1, 2022 to January 31, 2023.  On June 5, 2022, the Company exercised an option to extend the lease through December 31, 2024.  The lease extension rent is $2,261 per month for calendar year 2023, and $2,300 per month for calendar year 2024, and totals an additional rent obligation of $54,743 of rent over the extension period.

 

On January 14, 2022, the Company entered into a 34-month sublease agreement for a 4,843 square-foot office in Bloomfield Hills, Michigan. The Company moved its headquarters to this location. The agreement commenced on January 29, 2022 and ends on November 30, 2024. The agreement provided for a total rent of $232,464. Occupancy of the property commenced on January 29, 2022, there was a three-month rent holiday with a rent commencement date of April 29, 2022. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Rent is $7,265 per month from commencement to November 30, 2022, $7,466 from November 30, 2022 to November 30, 2023, and $7,668 from November 30, 2023 to the lease end date. 

 

The balances for our operating lease where we are the lessee are presented as follows within our condensed consolidated balance sheet:

 

Operating leases:

 

Assets:

 

September 30,

2022

 

 

December 31,

2021

 

Operating lease right-of-use asset

 

$210,759

 

 

$27,225

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Current portion of long-term operating lease

 

$92,723

 

 

$15,178

 

Long-term operating lease, net of current portion

 

 

131,910

 

 

 

-

 

 

 

$224,634

 

 

$15,178

 

 

The components of lease expense are as follows within our condensed consolidated statement of operations:

 

 

 

For the three months ended

 

 

For the nine months ended

 

 

 

September 30,

2022

 

 

September 30,

2021

 

 

September 30,

2022

 

 

September 30,

2021

 

Operating lease expense

 

$27,479

 

 

$6,470

 

 

$74,770

 

 

$19,409

 

 

Other information related to leases where we are the lessee is as follows:

 

 

 

For the

 

 

For the

 

 

 

Nine months

 

 

Year ended

 

 

 

September 30,

2022

 

 

December 31,

2021

 

Weighted-average remaining lease term:

 

 

 

 

 

Operating leases

 

2.19  Years

 

 

1.08 Years

 

 

 

 

 

 

 

 

Discount rate:

 

 

 

 

 

 

Operating leases

 

 

11.00%

 

 

11.00%

 

 
20

Table of Contents

 

NOTE 5 – LEASES - Continued

 

Supplemental cash flow information related to leases where we are the lessee is as follows:

 

 

 

For the

 

 

 

Nine months

 

 

 

September 30,

2022

 

Cash paid for amounts included in the measurement of lease liabilities:

 

$48,849

 

 

As of September 30, 2022, the maturities of our operating lease liability are as follows:

 

Year Ended:

 

Operating Lease

 

December 31, 2022

 

$25,458

 

December 31, 2023

 

 

116,933

 

December 31, 2024

 

 

111,956

 

Total minimum lease payments

 

 

254,347

 

Less: Interest

 

 

29,714

 

Present value of lease obligations

 

 

224,633

 

Less: Current portion

 

 

92,723

 

Long-term portion of lease obligations

 

$131,910

 

 

NOTE 6 –DEBT

 

11% Convertible Notes

 

On December 2, 2011, the Company and HEP Investments entered into the following documents, effective as of December 1, 2011, as amended through May 16, 2018: (i) a Loan Agreement under which the HEP Investments agreed to advance up to $20,000,000 to the Company, subject to certain conditions, (ii) an 11% Convertible Secured Promissory Note in the principal amount of $20,000,000 (“Convertible Note”) (of which a total of $18,470,640 was funded, with a total of $14,380,298 converted into 1,796,287 shares of common stock, leaving a balance advanced of $4,090,342 as of December 31, 2020), (iii) a Security Agreement, under which the Company granted HEP Investments a security interest in all of its assets, (iv) warrants issued to HEP Investments to purchase 20,833 shares of common stock at an exercise price of $9.60 per share (including a cashless exercise provision) which expired September 30, 2016, (v) a Registration Rights Agreement with respect to all the shares of common stock issuable to HEP Investments in connection with the Loan Agreement, in each case subject to completion of funding of the full $20,000,000 called for by the Loan Agreement, and (vi) an Intellectual Property security agreement under which the Company and its subsidiaries granted HEP Investments a security interest in all their respective intellectual properties, including patents, in order to secure their respective obligations to HEP Investments under the Convertible Note and related documents. The Convertible Note was originally convertible into the Company’s common stock at $8.00 per share. In addition, the Company’s subsidiaries guaranteed the Company’s obligations under the Convertible Note. On March 31, 2021, HEP Investments entered into a “Debt Extension and Conversion Agreement” with the Company providing that the Convertible Notes, including principal and accrued interest, would automatically convert into shares of common stock upon consummation of an underwritten public offering of the Company’s common stock.

 

On June 2, 2021, in accordance with the Debt Extension and Conversion Agreement, all of the outstanding debt and accrued interest for the Convertible Notes was automatically converted into common stock of the Company. The principal amount of $4,090,342 and the accrued interest to June 2, 2021, of $2,161,845 totaled $6,252,187; this total amount was converted into 781,524 shares of common stock (calculated at $8.00 per share). As of September 30, 2022, the Company has no further remaining financial obligations to the HEP Investments under the terms of the Loan Agreement, the Convertible Note or the Registration Rights Agreement. Additionally, as of the conversion of the total outstanding principal and accrued interest balance, HEP Investments no longer retains a security interest in the Company’s intellectual property or other assets.

 

 
21

Table of Contents

 

NOTE 6 –DEBT – Continued

 

Paulson Investment Company, LLC – Related Debt

 

On August 24, 2016, the Company entered into a Placement Agent Agreement with Paulson Investment Company, LLC (“Paulson”). The Placement Agent Agreement provided that Paulson could provide up to $2 million in financings to “accredited investors”. Between August 24, 2016 and December 31, 2016, the Company received gross proceeds of $1,250,000 in connection with loans received from seven accredited investors (the “New Lenders”). Each loan included (i) a Loan Agreement, (ii) a Convertible Secured Promissory Note (“New Lenders Notes”) in the principal amount of the loan, (iii) a Security Agreement under which the Company granted the New Lenders a security interest in all of its assets and (iv) an Intercreditor Agreement with HEP Investments whereby HEP Investments and the New Lenders agree to participate in all collateral on a pari passu basis. The New Lender Notes had a two-year term and matured September 2018 ($600,000) and October 2018 ($650,000). Paulson received a 10% cash finance fee for monies invested in the Company in the form of convertible debt, along with 5-year warrants, exercisable at $8.00 per share, all the warrants have expired as of December 31, 2021. The New Lenders Notes were convertible into the Company’s common stock at $8.00 per share.

 

On September 24, 2018, one New Lender converted $300,000 of the debt and $64,280 of accrued interest into 45,535 shares of the Company’s common stock (at $8.00 per share).

 

On January 15, 2020, two New Lenders converted $100,000 of the debt and $36,225 of accrued interest into 17,028 shares of the Company’s common stock (at $8.00 per share).

 

In May 2021, each of the remaining New Lenders entered into a Debt Extension and Conversion Agreement with the Company. These agreements provided that the New Lender Notes, including principal and accrued interest, would automatically convert into shares of common stock upon consummation of an underwritten public offering of the Company’s common stock.

 

On June 2, 2021, in accordance with the Debt Extension and Conversion Agreement between the remaining New Lenders and the Company, all of the remaining outstanding debt and accrued interest for the New Lenders Notes were automatically converted to common stock. The principal amount of $850,000 and the accrued interest to June 2, 2021, of $436,369 totaled $1,286,369; this total amount was converted into 160,798 shares of common stock at $8.00 per share. As of September 30, 2022, the Company has no further remaining financial obligations to the New Lenders under the terms of the New Lenders Notes. All security interests of the New Lenders in the Company’s assets have been terminated.

 

Other Debt

 

The Company’s 1% convertible debentures allow for rolling 30-day extensions until notice is given by the lender to the Company to the contrary. As of September 30, 2022, that agreement is still in place.

 

Convertible debt consists of the following:

 

 

 

September 30,

2022

 

 

December 31,

2021

 

1% Convertible notes payable

 

$240,000

 

 

$240,000

 

Accrued interest

 

 

97,681

 

 

 

95,886

 

Total debt and accrued interest payable

 

 

337,681

 

 

 

335,886

 

 

 
22

Table of Contents

 

NOTE 6 –DEBT – Continued

 

Paycheck Protection Program Loan

 

On May 7, 2020, the Company received $121,700 in loan funding from the Paycheck Protection Program (the “PPP”) established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The unsecured loan (the “PPP Loan”) is evidenced by a promissory note of the Company, dated April 29, 2020 (the “Note”) in the principal amount of $121,700 with Comerica Bank (the “Bank”), the lender.

 

Under the terms of the Note and the PPP Loan, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the Note was two years, though it could have been payable sooner in connection with an event of default under the Note.

 

The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company was eligible to apply for forgiveness for all or a part of the PPP Loan. The amount of loan proceeds eligible for forgiveness, as amended, was based on a formula that takes into account a number of factors, including: (i) the amount of loan proceeds that are used by the Company during the covered period after the loan origination date for certain specified purposes including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that at least 60% of the loan amount is used for eligible payroll costs; (ii) the Company maintaining or rehiring employees, and maintaining salaries at certain levels; and (iii) other factors established by the SBA. Subject to the other requirements and limitations on loan forgiveness, only that portion of the loan proceeds spent on payroll and other eligible costs during the covered period will qualify for forgiveness.

 

In August 2021, the Company applied to the SBA for forgiveness of the outstanding loan principal and accrued interest under the CARES Act. On September 9, 2021, the Company received a Notification of Paycheck Protection Program Forgiveness Payment letter from the SBA confirming that the full amount of the principal, $121,700, and accrued interest, $1,653, were forgiven by the SBA. The Company recognized the forgiveness of debt principal of $121,700 and the 2020 accrued interest of $820 as an Other Income of $122,520, the remaining interest due for the PPP Loan in 2021 through the forgiveness date of $833 was booked to offset the 2021 interest expense. The Company’s PPP loan and application for forgiveness of loan amounts remain subject to review and audit by SBA for compliance with program requirements.

 

Short Term Loan

 

On February 21, 2022, the Company entered into a short-term, unsecured loan agreement to finance a portion of the Company’s directors’ and officers’ insurance premiums. The note in the amount of $628,600 carries a 4.15% annual percentage rate and will be paid down in nine equal payments of $71,058 beginning in March 2022. The principal balance at September 30, 2022 was $139,689.

 

 
23

Table of Contents

 

NOTE 7 - DEFERRED R&D OBLIGATIONS - PARTICIPATION AGREEMENTS

 

The Company entered into twenty-one (21) License Co-Development Participation Agreements (the “Participation Agreements”) with certain investors (“Participants”) for aggregate proceeds of $2,985,000 during the period April 2020 through May 2021. The Participation Agreements provide for the issuance of warrants to such Participants and allows the Participants to participate in the fees (the “Fees”) from licensing or selling bioactive ingredients or molecules derived from ZIVO’s algae cultures. Specifically, ZIVO has agreed to provide to the Participants a 44.78% “Revenue Share” of all license fees generated by ZIVO from any licensee (See the Table below).

 

According to the terms of the Participation Agreements, and pursuant to ASC 730-20-25 the Company has bifurcated the proceeds of $2,985,000 as follows: 1) the 106,315 warrants sold were attributed a value of $953,897 based on the Black Scholes pricing model using the following assumptions: volatilities ranging from 129.13% to 154.26%; annual rate of dividends 0%; discount rates ranging from 0.26% to 0.87%, and recorded as Additional Paid In Capital; 2) the remaining $2,031,103 was recorded as Deferred R&D Obligation - Participation Agreements. Since the Company believes there is an obligation to perform pursuant to ASC 730-20-25, the Deferred R&D Obligation will be amortized ratably based on expenses incurred as the Company develops the technology for bioactive ingredients or molecules (including its TLR4 Inhibitor molecule) derived from the Company’s algae cultures. In the three months ended September 30, 2022 and 2021, the Company recognized $294,961 and $350,099 as a contra R&D expense related to personnel and third-party expenses to develop the subject technology, respectively. For the three months ended September 30, 2022, $73,780 of this total contra R&D expense was attributed to deferred R&D obligations funded by a related party.  For the nine months ended September 30, 2022 and 2021, the Company recognized $702,045 and $350,099 as a contra R&D expense related to personnel and third-party expenses to develop the subject technology, respectively. For the nine months ended September 30, 2022, $175,606 of this total contra R&D expense was attributed to deferred R&D obligations funded by a related party.

 

The Participation Agreements allow the Company the option to buy back the right, title and interest in the Revenue Share for an amount equal to the amount funded plus a forty percent (40%) premium, if the option is exercised less than 18 months following execution, and for either forty (40%) or fifty percent (50%) if the option is exercised more than 18 months following execution. Pursuant to the terms of twelve of the Participation Agreements, the Company may not exercise its option until it has paid the Participants a revenue share equal to a minimum of thirty percent (30%) of the amount such Participant’s total payment amount. Pursuant to the terms of one of the Participation Agreements, the Company may not exercise its option until it has paid the Participant a revenue share equal to a minimum of one hundred forty percent (140%) of such Participant’s total payment amount. Five of the Participation Agreements have no minimum threshold payment. Once this minimum threshold is met, the Company may exercise its option by delivering written notice to a Participant of its intent to exercise the option, along with repayment terms of the amount funded, which may be paid, in the Company’s sole discretion, in one lump sum or in four (4) equal quarterly payments. If the Company does not make such quarterly payments timely for any quarter, then the Company shall pay the prorated Revenue Share amount, retroactive on the entire remaining balance owed, that would have been earned during such quarter until the default payments have been made and the payment schedule is no longer in default.

 

 
24

Table of Contents

 

NOTE 7 - DEFERRED R&D OBLIGATIONS - PARTICIPATION AGREEMENTS - Continued

 

See below a summary of the Participation Agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buy-back

 

 

Buy-back

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum

 

 

Premium %

 

 

Premium %

 

Agreement

 

 

Date of

 

Amount

 

 

 

 

 

 

 

Exercise

 

 

Revenue

 

 

Payment

 

 

pre-18

 

 

post 18

 

#

 

 

Funding

 

Funded

 

 

Warrants

 

 

Term

 

Price

 

 

Share

 

 

Threshold

 

 

mos.

 

 

mos.

 

1

 

 

April 13, 2020

 

$

100,000

 

 

 

3,750

 

 

5 Years

 

$

9.60

 

 

 

1.500

%

 

$

-

 

 

 

40

%

 

 

40

%

2

 

 

April 13, 2020

 

 

150,000

 

 

 

5,625

 

 

5 Years

 

 

9.60

 

 

 

2.250

%

 

 

-

 

 

 

40

%

 

 

40

%

3

 

 

April 13, 2020

 

 

150,000

 

 

 

5,625

 

 

5 Years

 

 

9.60

 

 

 

2.250

%

 

 

-

 

 

 

40

%

 

 

40

%

4

 

 

May 7, 2020

 

 

250,000

 

 

 

9,375

 

 

5 Years

 

 

9.60

 

 

 

3.750

%

 

 

-

 

 

 

40

%

 

 

40

%

5

 

 

June 1, 2020

 

 

275,000

 

 

 

10,313

 

 

5 Years

 

 

8.80

 

 

 

4.125

%

 

 

82,500

 

 

 

40

%

 

 

50

%

6

 

 

June 3, 2020

 

 

225,000

 

 

 

8,438

 

 

5 Years

 

 

8.80

 

 

 

3.375

%

 

 

67,500

 

 

 

40

%

 

 

50

%

7

 

 

July 8, 2020

 

 

100,000

 

 

 

3,750

 

 

5 Years

 

 

9.60

 

 

 

1.500

%

 

 

30,000

 

 

 

40

%

 

 

50

%

8

 

 

Aug. 24, 2020

 

 

125,000

 

 

 

4,688

 

 

5 Years

 

 

9.60

 

 

 

1.875

%

 

 

37,500

 

 

 

40

%

 

 

50

%

9

 

 

Sept. 14, 2020

 

 

150,000

 

 

 

5,625

 

 

5 Years

 

 

9.60

 

 

 

2.250

%

 

 

45,000

 

 

 

40

%

 

 

50

%

10

 

 

Sept.15, 2020

 

 

50,000

 

 

 

1,875

 

 

5 Years

 

 

9.60

 

 

 

0.750

%

 

 

15,000

 

 

 

40

%

 

 

50

%

11

 

 

Sept.15, 2020

 

 

50,000

 

 

 

1,875

 

 

5 Years

 

 

9.60

 

 

 

0.750

%

 

 

15,000

 

 

 

40

%

 

 

50

%

12

 

 

Sept.25, 2020

 

 

300,000

 

 

 

5,625

 

 

5 Years

 

 

9.60

 

 

 

4.500

%

 

 

420,000

 

 

 

40

%

 

 

50

%

13

 

 

Oct. 8, 2020

 

 

500,000

 

 

 

18,750

 

 

5 Years

 

 

9.60

 

 

 

7.500

%