---
schema_version: "secwatch.filing_event.v1"
accession: "0001654954-23-008880"
form_type: "8-K"
ticker: "ZIVO"
cik: "0001101026"
company_name: "Zivo Bioscience, Inc."
filed_at: "2023-07-06T23:59:59+00:00"
generated_at: "2026-06-13T11:34:49.306031+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# ZIVO Bioscience raises ~$4.0M in registered direct offering and concurrent private placement

## Summary
- Sold 1,498,130 shares/pre-funded warrants at $2.67/unit to institutional investor for ~$4.0M gross proceeds.
- Concurrent private placement of Series A (2-yr) and Series B (5-yr) warrants exercisable for 1,498,130 shares each at $2.80.
- Offering expected to close July 5, 2023; Maxim Group LLC is sole placement agent.
- Shares offered under effective S-3 registration; warrants unregistered under Section 4(a)(2).

## SEC filing metadata
- accession: 0001654954-23-008880
- form_type: 8-K
- ticker: ZIVO
- cik: 0001101026
- company_name: Zivo Bioscience, Inc.
- filed_at: 2023-07-06T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1101026/000165495423008880/0001654954-23-008880-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1101026/000165495423008880/zivo_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001654954-23-008880
- JSON: https://secwatch.observer/filing/0001654954-23-008880.json
- Plain text: https://secwatch.observer/filing/0001654954-23-008880.txt

## Key facts
- Material Agreements
  Zivo Bioscience, Inc. entered into Placement Agent Agreement with Maxim Group LLC valued at 7.0% of the gross proceeds (effective 2023-06-30).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Maxim Group LLC
  - Value: 7.0% of the gross proceeds
  - Effective: 2023-06-30
  source text: On June 30, 2023, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with Maxim Group LLC (the “Placement Agent”) pursuant to which the Company engaged Maxim as the placement agent in connection with the Offerings.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1101026/000165495423008880/0001654954-23-008880-index.htm
- Material Agreements
  Zivo Bioscience, Inc. entered into Securities Purchase Agreement with a single institutional investor valued at aggregate gross proceeds from the Registered Offering of approximately $4.0 million (effective 2023-06-30).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a single institutional investor
  - Value: aggregate gross proceeds from the Registered Offering of approximately $4.0 million
  - Effective: 2023-06-30
  source text: On June 30, 2023, Zivo Biosciences, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor named therein (the “Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the “Registered Offering”), (i) an aggregate of 1,030,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”), at an offering price of $2.67 per share and (ii) an aggregate of 468,130 pre-funded warrants exercisable for shares of Common Stock (the “Pre-Funded Warrants”) at an offering price of $2.6699 per Pre-Funded Warrant, for aggregate gross proceeds from the Registered Offering of approximately $4.0 million before deducting the Placement Agent’s fee and related offering expenses.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1101026/000165495423008880/0001654954-23-008880-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.