UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On November 12, 2024, Zivo Bioscience, Inc. (the“Company”) entered into a Debt Settlement Agreement (“Debt Settlement Agreement”) with each of Howard Shapiro, Merger Masters Pension Fund, and Financial Trading Consultants Pension Fund (each a“Creditor”) to restructure certain debt of the Company. Each Creditor agreed to settle the Company’s existing debt in exchange for the Company issuing each Creditor an unsecured promissory note (each a“Note,”collectively, the“Notes”) pursuant to the terms agreed upon in each Debt Settlement Agreement. The Company issued a Note to each of Howard Shapiro, Merger Masters Pension Fund, and Financial Trading Consultants Pension Fund in the principal amount of $185,497.12, $40,331.51, and $51,425.75, respectively. The Notes have an aggregate principal amount of $277,254.38.
Each Note is payable in 24 equal monthly installments beginning November 30, 2024 and bears interest at a rate of 1.0% per annum. Each Note is subject to customary events of default, the occurrence of which will trigger, at the option of the respective Creditor, the unpaid principal balance of the Note becoming immediately due and payable. The principal balance may be prepaid at any time without penalty.
A copy of each Debt Settlement Agreement is attached as Exhibits 10.1, 10.2, 10.3, and each Note is attached as Exhibits 10.4, 10.5, and 10.6, to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to each Debt Settlement Agreement and Note.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
Debt Settlement Agreement, dated November 12, 2024, by and between Howard Shapiro and the Company | ||
10.2 |
| Debt Settlement Agreement, dated November 12, 2024, by and between Merger Masters Pension Fund and the Company |
10.3 |
| Debt Settlement Agreement, dated November 12, 2024, by and between Financial Trading Consultants Pension Fund and the Company |
10.4 | Promissory Note, dated November 12, 2024, in favor of Howard Shapiro | |
10.5 | Promissory Note, dated November 12, 2024, in favor of Merger Masters Pension Fund | |
10.6 |
| Promissory Note, dated November 12, 2024, in favor of Financial Trading Consultants Pension Fund |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. |
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By: | /s/ Keith Marchiando |
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| Keith Marchiando |
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| Chief Financial Officer |
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Date: November 15, 2024
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