SEC Form 4 · accession 0001736749-18-000011
Zivo Bioscience, Inc. · ZIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark E Strome
10% Owner
STROME INVESTMENT MANAGEMENT LP
10% Owner
Strome Alpha Fund L P
10% Owner
STROME MEZZANINE FUND, LP
10% Owner
STROME GROUP, INC.
10% Owner
Period of report
Nov 20, 2017
Accepted (ET)
Oct 24, 2018 · 4:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001101026
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase WarrantF1,F2,F3,F4 | $0.10 | Nov 21, 2017 | P | 666,667 | A | Nov 21, 2017 | Nov 20, 2022 | Common Stock | 666,667 | 666,667 | I |
| Common Stock Purchase WarrantF5,F3,F4 | $0.10 | Nov 21, 2017 | P | 333,333 | A | Nov 21, 2017 | Nov 20, 2022 | Common Stock | 333,333 | 1,000,000 | I |
| Convertible DebtF6,F7,F3,F4 | $0.10 | Jun 28, 2018 | P | — | A | Jun 28, 2018 | Apr 1, 2019 | Common Stock | 6,911,870 | — | I |
| Common Stock Purchase WarrantF8,F3,F4 | $0.10 | Jun 7, 2018 | P | 16,000,000 | A | Jun 7, 2018 | Jun 1, 2023 | Common Stock | 16,000,000 | 16,000,000 | I |
| Common Stock Purchase WarrantF8,F3,F4 | $0.10 | Jun 7, 2018 | P | 9,000,000 | A | Jun 7, 2018 | Jun 1, 2023 | Common Stock | 9,000,000 | 9,000,000 | I |
Explanation of responses
- F1Strome Mezzanine Fund, L.P. ("Strome Mezzanine") entered into a Participation Agreement dated July 21, 2017 (the "Participation Agreement") with HEP Investments, LLC ("HEP") and Zivo Bioscience, Inc. ("Zivo"), as amended by the Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 (the "Amendment"), which added Strome Alpha Fund LP ("Strome Alpha") as a party to the Participation Agreement. A copy of the Participation Agreement was filed with Strome Mezzanine's Schedule 13D on July 31, 2017, and a copy of the Amendment was filed with Strome Mezzanine's Schedule 13D/A on November 21, 2017. Under the terms of the Participation Agreement, Strome Mezzanine and Strome Alpha agreed to fund a portion of a Ninth Amended and Restated Secured Promissory Note made by Zivo in favor of HEP.
- F2As additional consideration for Strome Mezzanine's funding of the Participation Agreement and to encourage Strome Mezzanine's continued investment in Zivo, Laith Yaldoo, the Manager of HEP, assigned this warrant to Strome Mezzanine. No valuation of this portion of the consideration was assigned.
- F3This filing is made on behalf of Strome Mezzanine, Strome Alpha, Strome Investment Management, LP, Strome Group, Inc., and Mark Strome (together,the "Reporting Persons"). Strome Investment Management, LP is the general partner of Strome Mezzanine and Strome Alpha. Strome Group, Inc. is the general partner of Strome Investment Management, LP. Mark Strome is the President and CEO of Strome Group, Inc. Strome Investment Management, LP, Strome Group, Inc., and Mark Strome may be deemed to share voting and investment power for the shares held by Strome Mezzanine and Strome Alpha.
- F4Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.
- F5As additional consideration for Strome Alpha's funding of the Participation Agreement and to encourage Strome Alpha's continued investment in Zivo, Laith Yaldoo, the Manager of HEP, assigned this warrant to Strome Alpha. No valuation of this portion of the consideration was assigned.
- F6On June 28, 2018, Strome Mezzanine, Strome Alpha, HEP and Zivo entered into the First Amended and Restated Participation Agreement (the "A&R Participation Agreement"). Under the terms of the A&R Participation Agreement, Strome Mezzanine purchased a participation right in the Eleventh Amended and Restated Senior Secured Promissory Note dated May 16, 2018 (the "Eleventh A&R Note") in the amount of $691,187. The Eleventh A&R Note accrues interest at a rate of eleven percent per annum. The principal amount of the Eleventh A&R Note and accrued interest are convertible to Common Stock of Zivo at $0.10 per share.
- F7Under the A&R Participation Agreement, upon conversion Strome Mezzanine and Strome Alpha will receive shares of Common Stock equal to the principal and one-half of the accrued interest but unpaid interest, converted at $0.10 per share. If all of the principal and accrued but unpaid interest were converted as of the date hereof, Strome Mezzanine and Strome Alpha would receive a combined 22,952,461 shares of Common Stock. Under the terms of the A&R Participation Agreement, Strome Mezzanine would receive 17,697,804 shares upon conversion , and Strome Alpha would receive 5,254,657 of the shares issued upon conversion. A copy of the A&R Participation Agreement was filed with Strome Mezzanine's Schedule 13D on October 24, 2018, and a copy of the Eleventh A&R Note was filed with Zivo's Form 8-K on May 18, 2018.
- F8Under the terms of the A&R Participation Agreement, in consideration of Strome Mezzanine purchasing a participation right in the Eleventh A&R Note, Zivo issued this warrant to Strome Mezzanine.