Zivo Bioscience, Inc 8-K/A, filed Jun 7, 2024
Zivo Bioscience, Inc. (ZIVO)
About this 8-K/A
Zivo Bioscience, Inc filed this 8-K/A on June 7, 2024, reporting on events of June 6, 2024.
Items reported
- Item 1.01: Entered into a material agreement
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of Zivo Bioscience, Inc., dated May 31, 2024 (the “Original Form 8-K”). This Form 8-K/A is being filed to correct a typographical error in the date cited in the third sentence of Item 1.01 under the subsection titled Stock Award in Lieu of Unpaid Directors’ Fees of the Original Form 8-K, which is corrected by this filing to be “December 29, 2023”. This Form 8-K/A amends and restates in its entirety Item 1.01 under the subsection titled Stock Award in Lieu of Unpaid Directors’ Fees of the Original Form 8-K. Other than the correction to that date, the remainder of the Original Form 8-K remains unchanged.
Item 1.01 Entry into a Material Definitive Agreement
Stock Award in Lieu of Unpaid Directors’ Fees
On May 31, 2024 the Board approved a Stock in Lieu of Unpaid Director's program fees that would allow for the granting of a total of 261,619 shares of stock to the non-employee Board members common in lieu of unpaid non-employee director service fees earned during the calendar year ending December 31, 2023. In aggregate the Company owed the three non-employee board members $172,670 in fees; Alison Cornell was due $62,789, Nola Masterson was due $56,062, and Chris Maggiore was due $53,819. These unpaid amounts were grossed up for taxes at an assumed tax rate of 45% and the number of shares was determined based on the Company’s closing stock price on December 29, 2023 of $1.20 per share. On June 5, 2024, all the non-employee directors accepted the following grants in lieu of the unpaid cash service fees:
Non-employee Board Member | Shares Awarded |
Alison Cornell | 95,134 |
Chris Maggiore | 81,544 |
Nola Masterson | 84,941 |
The value of the shares granted to the non-employee directors pursuant to this exchange of stock in lieu of unpaid cash fees were exempted from the annual limitation of awards to non-employee directors set forth in the Director Equity Plan. These shares awards will be issued under the Director Equity Plan and will be subject to provisions thereof.
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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. |
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By: | /s/ Keith Marchiando |
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| Keith Marchiando |
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| Chief Financial Officer |
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Date: June 7, 2024
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