Zivo Bioscience Inc (ZIVO)

[Amigo Mike]

The ZIVO cluster gets even better and better with the filing of today's 8K.

https://www.sec.gov/Archives/edgar/data/1101026/000107878219000303/0001078782-19-000303-index.htm

Debt Conversion Agreement

According to the Debt Conversion Agreement dated April 5, 2019, the Lender agrees, upon the sale of at least $25 million in common shares to one or more third party investors, to convert at least $16.1 million of the Convertible Notes into the Registrant’s common stock. $16.1 million of Convertible Notes would convert into 161 million shares of the Registrant’s common stock.

BACKGROUND

A.Pursuant to a Loan Agreement dated December 2, 2011, as amended (the “Loan Agreement”), the Company is indebted to the Lender in the approximate amount of $22,094,427 as of March 31, 2019, represented by Convertible Secured Promissory Notes issued from time to time (the “Convertible Notes”) which bear interest at the rate of 11% and are due April 1, 2019. The Lender also is the holder of a number of warrants (the “Warrants”) which entitle the Lender to purchase approximately 72,000,000 shares of the Company’s common stock, in addition to the common shares into which Convertible Notes are convertible. The Company’s debt to the Lender is secured by a Security Agreement and other security documents as set forth in the Loan Agreement.

B.The Company believes that various features of its borrowing arrangement make the raising of capital from other sources more difficult, and that the conversion of a significant portion of the Convertible Notes will be required for the Company to raise needed capital from sources other than the Lender.

NOW, THEREFORE, the parties agree as follows:

1.Conversion of the Convertible Notes The Lender hereby agrees that its Convertible Notes shall be converted into shares of common stock of the Company (on the terms and otherwise in accordance with the terms set forth in the Loan Documents (as defined in the Loan Agreement)) automatically and without any further action on the part of Lender upon, and concurrently with, the closing by the Company of the sale of at least $25 million in common shares to one or more third party investors (the “Capital Raise”); provided, however, that, notwithstanding the foregoing, up to $6,000,000 of the aggregate principal amount of the Convertible Notes may remain outstanding in accordance with their terms after the Capital Raise.

2.Modification of Agreements.Upon the conversion of the Convertible Notes as provided above, Lender and the Company agree to take all necessary and appropriate action to appropriately amend or terminate the various agreements pursuant to which the Convertible Notes were issued, including, if and only if all of the Convertible Notes are converted in the Capital Raise, all actions necessary to release any and all security interests held by Lender relating to the Company’s tangible or intangible assets.

So we are going to see someone give ZIVO $25 million ??? That would be interesting. What the hell for ?? I wouldn't give Dahl a plug nickel. Already proven over 7 years+ not able to get anything done. And if someone gives ZIVO $25 million, Yaldoo is gonna convert $16+ million in debt to equity for 161 million shares ???

ZIVO must have a sucker on the line.

Amigo Mike