Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Document Information Line Items | ||
Entity Registrant Name | Zivo Bioscience, Inc. | |
Entity Central Index Key | 0001101026 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 2,831,943 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40449 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 87-0699977 | |
Entity Address Address Line 1 | 21 East Long Lake Road | |
Entity Address Address Line 2 | Ste. 100 | |
Entity Address City Or Town | Bloomfield Hills | |
Entity Address State Or Province | MI | |
Entity Address Postal Zip Code | 48304 | |
City Area Code | 248 | |
Local Phone Number | 452-9866 | |
Entity Interactive Data Current | Yes | |
Common Stock, par value | ||
Document Information Line Items | ||
Security 12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | ZIVO | |
Warrants Purchase of Common Stock | ||
Document Information Line Items | ||
Security 12b Title | Warrants to purchase shares of Common Stock, par value $0.001 per share | |
Trading Symbol | ZIVOW |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash | $ 138,641 | $ 274,380 |
Accounts receivable | 3,735 | 3,735 |
Prepaid expenses | 568,241 | 147,262 |
Total current assets | 710,617 | 425,377 |
OTHER ASSETS: | ||
Operating lease - right of use asset | 73,721 | 98,280 |
Security deposit | 32,058 | 32,058 |
Total other assets | 105,779 | 130,338 |
TOTAL ASSETS | 816,396 | 555,715 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT): | ||
Accounts payable | 705,841 | 993,090 |
Accounts payable - related party | 211,170 | 172,670 |
Current portion of long-term operating lease | 79,033 | 106,342 |
Convertible debentures payable | 240,000 | 240,000 |
Loan Payable | 460,053 | 0 |
Accrued interest | 101,278 | 100,686 |
Accrued liabilities - employee bonus | 1,287,920 | 1,148,770 |
Total current liabilities | 3,085,295 | 2,761,558 |
LONG TERM LIABILITIES: | 0 | 0 |
TOTAL LIABILITIES | 3,085,295 | 2,761,558 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock, $0.001 par value, 25,000,000 and 25,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 2,789,655 and 2,382,356 issued and outstanding at March 31, 2024, and December 31, 2023, respectively | 2,791 | 2,383 |
Additional paid-in capital | 122,588,510 | 121,373,488 |
Accumulated deficit | (124,860,200) | (123,581,714) |
Total stockholders' equity (deficit) | (2,268,899) | (2,205,843) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 816,396 | $ 555,715 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEET | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Shares Issued | 2,789,655 | 2,382,356 |
Common Stock, Shares Outstanding | 2,789,655 | 2,382,356 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
REVENUES: | ||
Product revenue | $ 35,720 | $ 0 |
Total revenues | 35,720 | 0 |
COSTS OF GOODS SOLD | ||
Product costs | 23,218 | 0 |
Total costs of goods sold | 23,218 | 0 |
GROSS MARGIN | 12,502 | 0 |
COSTS AND EXPENSES: | ||
General and administrative | 975,574 | 1,568,377 |
Research and development | 312,767 | 401,797 |
Total costs and expenses | 1,288,341 | 1,970,174 |
LOSS FROM OPERATIONS | (1,275,839) | (1,970,174) |
OTHER (EXPENSE): | ||
Interest expense | (2,648) | (2,968) |
Total other expense | (2,648) | (2,968) |
NET LOSS | $ (1,278,486) | $ (1,973,142) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.47) | $ (1.26) |
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING | 2,748,294 | 1,569,943 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2022 | 1,569,943 | |||
Balance, amount at Dec. 31, 2022 | $ (10,622) | $ 1,570 | $ 115,792,338 | $ (115,804,530) |
Employee and director equity-based compensation | 242,102 | 0 | 242,102 | 0 |
Net loss for the three months ended March 31, 2023 | (1,973,142) | $ 0 | 0 | (1,973,142) |
Balance, shares at Mar. 31, 2023 | 1,569,943 | |||
Balance, amount at Mar. 31, 2023 | (1,741,662) | $ 1,570 | 116,034,440 | (117,777,672) |
Balance, shares at Dec. 31, 2023 | 2,382,356 | |||
Balance, amount at Dec. 31, 2023 | (2,205,843) | $ 2,383 | 121,373,488 | (123,581,714) |
Employee and director equity-based compensation | 112,104 | 0 | 112,104 | 0 |
Net loss for the three months ended March 31, 2023 | (1,278,486) | $ 0 | 0 | (1,278,486) |
Private sales of common stock - other, shares | 350,633 | |||
Private sales of common stock - other, amount | 972,544 | $ 351 | 972,193 | 0 |
Private sales of common stock - related party, shares | 56,666 | |||
Private sales of common stock - related party, amount | 130,782 | $ 57 | 130,725 | 0 |
Balance, shares at Mar. 31, 2024 | 2,789,655 | |||
Balance, amount at Mar. 31, 2024 | $ (2,268,899) | $ 2,791 | $ 122,588,510 | $ (124,860,200) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows for Operating Activities: | ||
Net loss | $ (1,278,486) | $ (1,973,142) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Non cash lease expense | 24,559 | 21,590 |
Employee and director equity-based compensation | 112,104 | 242,102 |
Amortization of deferred R&D obligations participation agreements | 0 | (125,028) |
Changes in assets and liabilities: | ||
Prepaid expenses | (420,979) | (617,197) |
Accounts payable | (287,249) | 141,110 |
Accounts payable - related party | 38,500 | 38,500 |
Lease liabilities | (27,309) | (23,069) |
Accrued liabilities | 139,742 | 166,161 |
Net cash (used in) operating activities | (1,699,118) | (2,128,973) |
Cash Flows from Investing Activities: | ||
Net cash from by investing activities | 0 | 0 |
Cash Flow from Financing Activities: | ||
Proceeds of loans payable, other | 517,560 | 605,600 |
Payments of loans payable, other | (57,507) | (67,289) |
Proceeds from private sales of common stock - other | 972,544 | 0 |
Proceeds from private sales of common stock - related party | 130,782 | 0 |
Net cash provided by financing activities | 1,563,379 | 538,311 |
Increase (decrease) in cash | (135,739) | (1,590,662) |
Cash at beginning of period | 274,380 | 1,799,263 |
Cash at end of period | 138,641 | 208,601 |
Cash paid during the period for: | ||
Interest | $ 2,056 | $ 2,377 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 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, “we,” “our,” “us,” “ZIVO,” or 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, 2023 and the notes thereto, included in its Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on March 15, 2024. Going Concern The Company has incurred net losses since inception, experienced negative cash flows from operations for the quarter ended March 31, 2024, and has an accumulated deficit of $124,860,200. 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 and/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. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
DEBT | |
DEBT | NOTE 2 - DEBT On March 5, 2024, the Company entered into a short-term unsecured loan agreement to finance a portion of the Company's directors' and officers', and employment practices liability insurance premiums. The note in the amount of $517,560 carries an 8.5% annual percentage rate and will be paid down in nine equal monthly payments of $59,562 beginning on March 10, 2024. As of March 31, 2024, a principal balance of $460,053 remains outstanding. On February 14, 2023, the Company entered into a short-term unsecured loan agreement to finance a portion of the Company's directors' and officers', and employment practices liability insurance premiums. The note in the amount of $605,600 carries a 8.4% annual percentage rate and will be paid down in nine equal monthly payments of $69,666 beginning on March 10, 2023. As of November 9, 2023, the loan was fully paid. |
DEFERRED RD OBLIGATIONS PARTICI
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS | |
DEFERRED RD OBLIGATIONS - PARTICIPATION AGREEMENTS | NOTE 3 - DEFERRED R&D OBLIGATIONS - PARTICIPATION AGREEMENTS For the three months ended March 31, 2024 and 2023, the Company recognized $0 and $125,030, respectively, as a contra R&D expense related to personnel and third-party expenses to develop the subject technology, respectively. For the three months ended March 31, 2024 and 2023, $0 and $31,274, respectively, of this total contra R&D expense was attributed to deferred R&D obligations funded by a related party. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 4 – STOCKHOLDERS' EQUITY Equity Sales During the quarter ended March 31, 2024, the Company sold common stock in 20 private unregistered transactions resulting in total proceeds of $1,103,326 and the issuance of 407,299 shares of common stock. Included in the totals are 56,666 shares of common stock sold to related parties for proceeds of $130,782. The Company had no sales of common stock in the quarter ended March 31, 2023. Equity Compensation For the quarter ended March 31, 2024, the Company recognized expense of $112,104 for equity compensation to members of the Board of Directors and certain employees. The total expense amount was related to equity awards from prior periods as no new equity awards were granted in the quarter. $34,648 of the total expense for the quarter was related to R&D and the remaining $77,456 was for G&A. For the quarter ended March 31, 2023, the Company expensed $242,102 for equity compensation to members of the Board of Directors and certain employees. The total expense amount was related to equity awards from prior periods as no new equity awards were granted in the quarter. $77,383 of the total expense for the quarter was related to R&D and the remaining $164,719 was for G&A. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments And Contingencies Disclosure Abstract | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 - COMMITMENTS AND CONTINGENCIES Employment Agreements At March 31, 2024, the Company had compensation agreements with its President / Chief Executive Officer, and Chief Financial Officer. Legal Contingencies The Company may become a party to litigation in the normal course of business. In the opinion of management, there are no pending legal matters involving the Company that would have a material adverse effect upon the Company’s financial condition, results of operation or cash flows. |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2024 | |
INCOME TAX | |
INCOME TAX | NOTE 6 - INCOME TAX The Company and its subsidiaries are subject to US federal and state income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. 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. Deferred tax assets are reduced by a valuation allowance when, in the opinion of Management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The Company does not expect to realize the net deferred tax asset and as such has recorded a full valuation allowance. Income tax expense for the three months ended March 31, 2024 and 2023 is based on the estimated annual effective tax rate. Based on the Company’s effective tax rate and full valuation allocation, tax expense is expected to be $0 for 2024. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS The Company sold and issued 42,288 shares of common stock in three private transactions on April 2, 2024, April 26, 2024, and May 7, 2024, to a related party investor for total proceeds of $330,000. |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | Mar. 31, 2023 USD ($) |
BASIS OF PRESENTATION | |
Accumulated Deficit | $ 124,860,200 |
DEBT (Details Narrative)
DEBT (Details Narrative) - Short Term Debt [Member] - USD ($) $ in Millions | 1 Months Ended | ||
Mar. 05, 2024 | Feb. 14, 2023 | Mar. 31, 2024 | |
Principal amount | $ 460,053 | ||
Monthly down payment | $ 59,562 | $ 69,666 | |
Short term laon | $ 517,560 | $ 605,600 | |
Annual interest rate | 8.50% | 8.40% |
DEFERRED RD OBLIGATIONS PARTI_2
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS | ||
Research and development expense | $ 0 | $ 125,030 |
Contra R & D expense related to personnel and third-party expenses | $ 0 | $ 31,274 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
R&D [Member] | ||
Total expensed for equity compensation | $ 34,648 | $ 77,383 |
G&A [Member] | ||
Total expensed for equity compensation | 77,456 | 164,719 |
Members Of The Board Of Directors [Member] | ||
Total expensed for equity compensation | 112,104 | $ 242,102 |
20 private unregistered [Member] | ||
Proceed from stock issuances | $ 1,103,326 | |
Issuance of shares of common stock | 407,299 | |
Common stock sold to related parties | 56,666 | |
Proceed from Common stock sold to related parties | $ 130,782 |
INCOME TAX (Details narrative)
INCOME TAX (Details narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
INCOME TAX | ||
Income tax expense | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Three Private Transactions [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Sold and issued of common stock | shares | 42,288 |
Proceeds for related party investor | $ | $ 330,000 |