UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 12, 2021

 

ZIVO BIOSCIENCE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Nevada

 

000-30415

 

87-0699977

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

2804 Orchard Lake Road, Suite 202,

Keego Harbor Michigan

 

 

 

48320

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (248) 452-9866

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

ZIVO

 

The Nasdaq Stock Market

Warrants to purchase shares of Common

Stock, par value $0.001 per share

 

ZIVOW

 

The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the annual meeting (the “Annual Meeting”) of stockholders of Zivo Bioscience, Inc. (the “Company”) on October 12, 2021, stockholders (i) elected five directors to the Company’s Board of Directors (the “Board”) to serve a one-year term until the 2022 annual meeting of stockholders, (ii) ratified the appointment of Wolinetz, Lafazan & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) approved the Company’s the adoption of the Zivo Bioscience, Inc. 2021 Equity Incentive Plan, and (iv) approved (on an advisory basis) the compensation of the Company’s named executive officers. Proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 13, 2021, as supplemented on September 22, 2021.

 

A total of 5,624,833 shares of the Company’s common stock were present at the meeting in person or by proxy, which represents approximately 60.6% of the shares of common stock outstanding as of the record date for the Annual Meeting.

 

The results of the voting are shown below:

 

Proposal 1—Election of Directors

 

Nominee

 

Votes For

 

 

Votes Withheld

 

 

Broker

Non-Votes

 

Andrew A. Dahl

 

 

3,628,107

 

 

 

160,285

 

 

 

1,836,441

 

Christopher D. Maggiore

 

 

3,735,720

 

 

 

52,672

 

 

 

1,836,441

 

Nola E. Masterson

 

 

3,679,971

 

 

 

108,421

 

 

 

1,836,441

 

John B. Payne

 

 

3,713,558

 

 

 

74,834

 

 

 

1,836,441

 

Alison A. Cornell

 

 

3,762,647

 

 

 

25,745

 

 

 

1,836,441

 

 

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For

 

 

Votes Against

 

 

Votes Abstain

 

 

5,526,523

 

 

 

17,457

 

 

 

80,853

 

 

Proposal 3—Approval of the adoption of the Zivo Bioscience, Inc. 2021 Equity Incentive Plan

 

Votes For

 

 

Votes Against

 

 

Votes Abstain

 

 

3,404,827

 

 

 

217,934

 

 

 

165,631

 

 

Proposal 4—Approval (on an advisory basis) of the compensation of the Company’s named executive officers

 

Votes For

 

 

Votes Against

 

 

Votes Abstain

 

 

3,416,788

 

 

 

220,711

 

 

 

150,893

 

 

 

2

 

 

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.

 

 

 

 

 

By:  

/s/ Keith Marchiando

 

 

 

Keith Marchiando

 

 

 

Chief Financial Officer

 

 

Date: October 14, 2021

 

 

3

 

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