4//SEC Filing
STROME MARK E 4
Accession 0001736749-18-000011
CIK 0001101026other
Filed
Oct 23, 8:00 PM ET
Accepted
Oct 24, 4:59 PM ET
Size
25.1 KB
Accession
0001736749-18-000011
Insider Transaction Report
Form 4
Zivo Bioscience, Inc.OTCQB:ZIVO
STROME MEZZANINE FUND, LP
10% Owner
Transactions
- Purchase
Common Stock Purchase Warrant
2018-06-07+9,000,000→ 9,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (9,000,000 underlying) - Purchase
Common Stock Purchase Warrant
2017-11-21+666,667→ 666,667 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (666,667 underlying) - Purchase
Convertible Debt
2018-06-28$691187.00/sh(indirect: See footnote)Exercise: $0.10From: 2018-06-28Exp: 2019-04-01→ Common Stock (6,911,870 underlying) - Purchase
Common Stock Purchase Warrant
2018-06-07+16,000,000→ 16,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (16,000,000 underlying) - Purchase
Common Stock Purchase Warrant
2017-11-21+333,333→ 1,000,000 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (333,333 underlying)
STROME MARK E
10% Owner
Transactions
- Purchase
Common Stock Purchase Warrant
2017-11-21+666,667→ 666,667 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (666,667 underlying) - Purchase
Convertible Debt
2018-06-28$691187.00/sh(indirect: See footnote)Exercise: $0.10From: 2018-06-28Exp: 2019-04-01→ Common Stock (6,911,870 underlying) - Purchase
Common Stock Purchase Warrant
2018-06-07+16,000,000→ 16,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (16,000,000 underlying) - Purchase
Common Stock Purchase Warrant
2018-06-07+9,000,000→ 9,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (9,000,000 underlying) - Purchase
Common Stock Purchase Warrant
2017-11-21+333,333→ 1,000,000 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (333,333 underlying)
Strome Alpha Fund L P
10% Owner
Transactions
- Purchase
Common Stock Purchase Warrant
2017-11-21+333,333→ 1,000,000 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (333,333 underlying) - Purchase
Common Stock Purchase Warrant
2018-06-07+16,000,000→ 16,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (16,000,000 underlying) - Purchase
Common Stock Purchase Warrant
2017-11-21+666,667→ 666,667 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (666,667 underlying) - Purchase
Convertible Debt
2018-06-28$691187.00/sh(indirect: See footnote)Exercise: $0.10From: 2018-06-28Exp: 2019-04-01→ Common Stock (6,911,870 underlying) - Purchase
Common Stock Purchase Warrant
2018-06-07+9,000,000→ 9,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (9,000,000 underlying)
Transactions
- Purchase
Common Stock Purchase Warrant
2017-11-21+333,333→ 1,000,000 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (333,333 underlying) - Purchase
Common Stock Purchase Warrant
2018-06-07+9,000,000→ 9,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (9,000,000 underlying) - Purchase
Common Stock Purchase Warrant
2018-06-07+16,000,000→ 16,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (16,000,000 underlying) - Purchase
Common Stock Purchase Warrant
2017-11-21+666,667→ 666,667 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (666,667 underlying) - Purchase
Convertible Debt
2018-06-28$691187.00/sh(indirect: See footnote)Exercise: $0.10From: 2018-06-28Exp: 2019-04-01→ Common Stock (6,911,870 underlying)
STROME GROUP, INC.
Other
Transactions
- Purchase
Common Stock Purchase Warrant
2017-11-21+333,333→ 1,000,000 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (333,333 underlying) - Purchase
Common Stock Purchase Warrant
2018-06-07+9,000,000→ 9,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (9,000,000 underlying) - Purchase
Convertible Debt
2018-06-28$691187.00/sh(indirect: See footnote)Exercise: $0.10From: 2018-06-28Exp: 2019-04-01→ Common Stock (6,911,870 underlying) - Purchase
Common Stock Purchase Warrant
2018-06-07+16,000,000→ 16,000,000 total(indirect: See footnote)Exercise: $0.10From: 2018-06-07Exp: 2023-06-01→ Common Stock (16,000,000 underlying) - Purchase
Common Stock Purchase Warrant
2017-11-21+666,667→ 666,667 total(indirect: See footnote)Exercise: $0.10From: 2017-11-21Exp: 2022-11-20→ Common Stock (666,667 underlying)
Footnotes (8)
- [F1]Strome 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.
- [F2]As 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.
- [F3]This 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.
- [F4]Pursuant 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.
- [F5]As 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.
- [F6]On 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.
- [F7]Under 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.
- [F8]Under 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.
Documents
Issuer
Zivo Bioscience, Inc.
CIK 0001101026
Entity typeother
Related Parties
1- filerCIK 0000919484
Filing Metadata
- Form type
- 4
- Filed
- Oct 23, 8:00 PM ET
- Accepted
- Oct 24, 4:59 PM ET
- Size
- 25.1 KB