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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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Zivo Bioscience, Inc. (Name of Issuer) |
Common Stock, par value $.001 per share (Title of Class of Securities) |
98978N101 (CUSIP Number) |
Strome Group, Inc. Attn: Mark E. Strome 13535 Ventura Boule, Suite C-525 Sherman Oaks, CA, 91423 3108509700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/26/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Mark E. Strome | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
442,854.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.20 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Strome Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
222,505.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.13 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Strome Investment Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
222,505.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.13 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Strome Mezzanine Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 98978N101 |
| 1 |
Name of reporting person
Strome Mezzanine Fund II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
165,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.55 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $.001 per share | |
| (b) | Name of Issuer:
Zivo Bioscience, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
21 E. Long Lake Road, Suite 100, Bloomfield Hills,
MICHIGAN
, 48304. | |
Item 1 Comment:
This statement on Schedule 13D/A (the "Amendment") relates to the common stock, $0.001 par value (the "Common Stock"), of Zivo Bioscience, Inc., a Michigan corporation (the "Issuer"). The Issuer's principal offices are located at 21 E. Long Lake Road, Suite 100, Bloomfield Hills, Michigan 48304. | ||
| Item 2. | Identity and Background | |
| (a) | Mark E. Strome; Strome Group, Inc.; Strome Investment Management, LP (the "Manager"); Strome Mezzanine Fund, LP and Strome Mezzanine Fund II, LP (the "Fund," and together with the Strome Mezzanine Fund, LP, the "Funds"). | |
| (b) | The principal business address for Mr. Strome, Strome Group, Inc. and the Manager is 13535 Ventura Blvd., Ste C-525, Sherman Oaks, CA 91423, and the principal business address for the Funds is 1688 Meridian Ave., Suite 727, Miami Beach, Florida 33139. | |
| (c) | The principal occupation of Mr. Strome is serving as the President of the Strome Group, Inc. The principal business of Strome Group, Inc. is to act as a holding company for business investments. The principal business of the Manager is to serve as a general partner and investment manager of the Funds. The principal business of each of the Funds is to make investments. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mark E. Strome is a United States citizen; Strome Group, Inc.is a Delaware corporation; and the Manager and the Funds are each a Delaware limited partnership. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On December 26, 2024, pursuant to the Issuer's private offering of Common Stock, the Fund purchased, from its working capital, 75,000 shares of Common Stock from the Issuer at $20.19 per share and in connection with such purchase, the Issuer issued to the Fund, for no additional consideration, Common Stock purchase warrants ("Warrants") exercisable for 7,500 shares of Common Stock. Prior to the date of this Amendment, the Fund also acquired shares of Common Stock and Warrants from the Issuer as follows: (i) in July 2024, 20,000 shares of Common Stock at $7.84 per share and Warrants exercisable for 2,000 shares of Common Stock for no additional consideration; (ii) in July 2024, 25,000 shares of Common Stock at $8.05 per share and Warrants exercisable for 2,500 shares of Common Stock for no additional consideration; and (iii) in August 2024, 30,000 shares of Common Stock at $8.444 per share and Warrants exercisable for 3,000 shares of Common Stock for no additional consideration. As a result, the Fund holds 150,000 shares of Common Stock and Warrants exercisable for 15,000 shares of Common Stock as of the date of this Amendment. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the securities covered by this Amendment for investment purposes, in the ordinary course of business, and has no present plans or proposals with respect to any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
The Reporting Persons intend to assess their investment in the Issuer on a continuing basis. Depending on various factors, including without limitation their perception of the Issuer's actual and prospective financial condition, results of operations, cash flows, liquidity, capital resources and other attributes, the respective price levels of the Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they may deem appropriate, including without limitation purchasing additional shares of Common Stock or other securities of the Issuer or selling or otherwise disposing some or all of their shares of Common Stock or other securities of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of the shares of Common Stock outstanding beneficially owned by each Reporting Person set forth below and on pages 2-5 hereof are based on 3,546,335 shares of Common Stock outstanding as of November 8, 2024. | |
| (b) | Mark E. Strome: (1) Sole Voting Power: 220,349 (2) Shared Voting Power: 222,505 (3) Sole Dispositive Power: 220,349 (4) Shared Dispositive Power: 222,505 Strome Group, Inc.: (1) Sole Voting Power: 0 (2) Shared Voting Power: 222,505 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 222,505 Strome Investment Management, LP: (1) Sole Voting Power: 0 (2) Shared Voting Power: 222,505 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 222,505 Strome Mezzanine Fund, LP: (1) Sole Voting Power: 0 (2) Shared Voting Power: 45,064 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 45,064 Strome Mezzanine Fund II, LP: (1) Sole Voting Power: 0 (2) Shared Voting Power: 165,000 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 165,000 | |
| (c) | Except as disclosed in this Amendment, none of the Reporting Persons has effected any transactions in shares of Common Stock during the past sixty days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as provided herein, no Reporting Person is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1. Joint Filing Agreement dated December 31, 2024, by and among Mark E. Strome, Strome Group, Inc., Strome Investment Management, LP, Strome Mezzanine Fund, LP and Strome Mezzanine Fund II, LP | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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