Zivo Bioscience Inc (ZIVO)

[profiteer11]

https://www.otcmarkets.com/filing/html?id=14987625&guid=9NkUka3VoTqdE3h

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED MAY 26, 2021



Zivo Bioscience, Inc.







1,105,769 Units

Each Unit Consisting of

One Share of Common Stock and

One Warrant to Purchase One Share of Common Stock



We are offering (this “Offering”) 1,105,769 units (the “Units” and each a “Unit”), with each Unit consisting of one share of common stock, $0.001 par value per share (the “Common Stock”), and a warrant (the “Unit Warrant”) to purchase one share of Common Stock at an exercise price of $[?] per share, or 110% of the price of each Unit sold in the offering of Zivo Bioscience, Inc., a Nevada corporation (the “Company”) (collectively, the “Securities”), in a firm commitment underwritten public offering (this “Offering”) at an assumed public offering price of $10.40 per Unit (which is based on the last reported sale price of our Common Stock of $0.13 on May 14, 2021 and assumes a reverse stock split of 1-for-80 shares of Common Stock) (the “Public Offering Price”). The Unit Warrants offered hereby may be exercised from time to time beginning on the date of issuance and expire five years from the date of issuance. Our Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of our Common Stock and the Unit Warrants comprising our Units are immediately separable and will be issued separately in this Offering.



Our Common Stock is currently quoted on the OTCQB tier operated by OTC Markets Group, Inc. (“OTCQB”) under the symbol “ZIVO.” On May 14, 2021, the last reported price for our Common Stock as reported on the OTCQB was $0.13 per share ($10.40 per share assuming a reverse split of 1-for-80 shares of Common Stock). There is currently no public market for the Unit Warrants. Our Common Stock and Unit Warrants have been approved for listing on The Nasdaq Capital Market (“Nasdaq”), subject to the pricing of the Offering and final confirmation of listing from Nasdaq, under the symbols “ZIVO” and “ZIVOW”, respectively; however, there can be no assurance that we will be successful in listing our Common Stock or Unit Warrants on Nasdaq. Prices for our Common Stock as reported on the OTCQB may not be indicative of the prices for our Common Stock if our Common Stock were traded on Nasdaq. If, for whatever reason, Nasdaq does not confirm listing on Nasdaq prior to the pricing of the Offering, we will not be able to consummate and will terminate the Offering.



The number of Units offered in this prospectus and all other applicable information has been determined based on an assumed public offering price of $10.40 per Unit, which is based on the last reported sale price of the Common Stock of $0.13 per share on May 14, 2021 (assuming a reverse stock split ratio of 1-for-80). The actual public offering price for the Units will be determined between the underwriters and the Company at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the actual public offering price for our Common Stock and the Unit Warrants.



Unless otherwise noted and other than in our financial statements and the notes thereto, the share and per share information in this prospectus reflects a proposed reverse stock split of the outstanding Common Stock of the Company at an assumed ratio of 1-for 80 shares to occur immediately following the effective time that the registration statement to which this prospectus forms a part is declared effective by the Securities and Exchange Commission (the “SEC”) but prior to the closing of the offering.



Investing in our securities involves significant risks. You should review carefully the “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.



The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.









Per Unit



Total

Public offering price

$



$



Underwriting discounts and commissions(1)

$



$



Proceeds, before expenses, to us(2)

$



$





(1)We have also agreed to issue warrants to purchase shares of our Common Stock to the representative of underwriters and to reimburse the representative of the underwriters for certain expenses. See “Underwriting” for additional information regarding total underwriter compensation.

(2)The amount of offering proceeds to us presented in this table does not give effect to any exercise of the:



(i)Over-allotment option (if any) we have granted to the representative of the underwriters described below; and



(ii)warrants being issued in this Offering, if any.



We have granted a 45-day option to the underwriters to purchase up to 165,865 additional shares of Common Stock and/or 165,865 additional Unit Warrants (having the same terms as the Unit Warrants included in the Units in this Offering) from us, in any combination thereof, at the public offering price per share of Common Stock equal to the public offering price per Unit minus $0.01 per share and $0.01 per Unit Warrant, respectively, less, in each case, the underwriting discounts payable by us, solely to cover overallotments, if any.



The underwriters expect to deliver the Securities against payment to the investors in this Offering on , 2021



Lead Book-Running Manager

Maxim Group LLC

Co-Book-Running Manager

Joseph Gunnar & Co. LLC



The date of this prospectus is , 2021