ZIVO Bioscience Enters into Exchange Agreements with Investors

On January 9, 2025, ZIVO Bioscience, Inc. (NASDAQ: ZIVO) disclosed in a recent Form 8-K filing that its board of directors has authorized the company to initiate a series of Exchange Agreements with accredited investors who are signatories to License and Co-Development Participation Agreements with ZIVO.

The Exchange Agreements follow previous Participation Agreements that occurred between April 13, 2020, and May 14, 2021, where approximately twenty investors funded parts of ZIVO’s development budget for a certain license, in exchange for a revenue share and warrants. Within these Participation Agreements was a buy-out option, enabling ZIVO to acquire the investors’ rights in the revenue share for a minimum purchase price of $5,306,500.

The newly authorized Exchange Agreements entail the cancelation of the Purchase Agreements, resulting in the forfeiture of the investors’ entitlement to specific cash benefits tied to the revenue share and buy-out option. In exchange, the investors will receive a collective total of 212,260 shares of ZIVO’s common stock, each valued at $0.001 per share. As of the filing date, ZIVO has already completed an exchange with two investors, issuing a total of 14,200 shares of common stock.

Additionally, the Exchange Agreements include standard representations, warranties, and a release of claims from both ZIVO and the participating investors. Notably, Laith Yaldoo, a ZIVO director, oversees two entities expected to partake in the Exchange Program as investors.

It is essential to note that the details presented in the disclosure are not exhaustive and should be supplemented by referencing the complete text of the form of Exchange Agreement attached as Exhibit 10.1 to the filing.

The Form 8-K filing ends with the disclosure of Exhibit 10.1, which outlines the Form of Exchange Agreement, and the inclusion of the Cover Page Interactive Data File (embedded within the Inline XBRL document).

As per regulatory requirements, the report was duly signed on January 15, 2025, by Keith Marchiando, the Chief Financial Officer of ZIVO Bioscience, Inc.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read ZIVO Bioscience’s 8K filing here.

About ZIVO Bioscience

ZIVO Bioscience, Inc, a research and development company, engages in licensing and selling natural bioactive ingredients derived from its proprietary algae cultures to animal, human, and dietary supplement and medical food manufacturers. The company operates in the biotech and agtech sectors, with an intellectual property portfolio comprising proprietary algal and bacterial strains, biologically active molecules and complexes, production techniques, cultivation techniques, and patented or patent-pending inventions for applications in human and animal health.