Amended Statement of Beneficial Ownership (sc 13d/a)
15 February 2023 - 12:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Zivo Bioscience,
Inc.
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(Name of Issuer)
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Common
Stock, $0.001 par value
(Title of Class of Securities)
98978N
101
(CUSIP Number)
Christopher D. Maggiore
4788 Nobles Pond Dr. NW
Canton, OH 44718
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February
14, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f), or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. 98978N 101
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SCHEDULE 13D/A
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Page 2 of 6
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1
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NAME OF REPORTING PERSON
Christopher D. Maggiore
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
898,285
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8
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SHARED VOTING POWER
81,459
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9
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SOLE DISPOSITIVE POWER
898,285
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10
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SHARED DISPOSITIVE POWER
81,459
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
979,744
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
10.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 98978N 101
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SCHEDULE 13D/A
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Page 3 of 6
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Item 1. Security and Issuer
This statement on Schedule 13D/A (this “Statement”) filed by the
Reporting Person relates to the common stock, $0.001 par value (the
“Common Stock” or “Securities”), of Zivo Bioscience, Inc., a Nevada
corporation the principal executive offices of which are located at
21 East Long Lake Road, Suite 100, Bloomfield Hills, Michigan 48304
(the “Company” or “Issuer”).
Item 2. Identity and Background
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(a)
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Christopher D. Maggiore
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(b)
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4788 Nobles Pond Drive NW, Canton Ohio 44718
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(c)
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Private investor managing a portfolio of businesses and
investments
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(d)
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During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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(e)
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During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
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(f)
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United States
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Item 3. Source and Amount of
Funds or Other Consideration
Personal funds
Item 4. Purpose of
Transaction
The Reporting Person acquired the Securities reported in this
Statement for personal investment purposes; Reporting Person
currently serves as a director of Issuer.
Included in the number of Securities reported as beneficially owned
by the Reporting Person are an aggregtae of 101,546 shares of
Common Stock issuable pursuant to warrants owned by the Reporting
Person at exercise prices ranging from $6.40 to $11.20, with a
weighted average exercise price of $8.20.
The Reporting Person also owns derivative securities of the Company
in the form of non-statutory stock options to purchase a total of
73,457 shares of Common Stock, at exercise prices ranging from
$2.86 to $5.50 per share, with a weighted average exercise price of
$4.78.
Other than as reported above with respect to Reporting Person’s
rights to exercise warrants or non-statutory stock options to
acquire shares of Common Stock of the Issuer, the Reporting Person
has no current plans or proposals which relate to or would result
in:
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(a)
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The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
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(b)
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An
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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A
sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
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CUSIP No. 98978N 101
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SCHEDULE 13D/A
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Page 4 of 6
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(d)
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Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
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(e)
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Any material change in the present capitalization or dividend
policy of the Issuer;
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(f)
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Any other material change in the Issuer’s business or corporate
structure;
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(g)
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Changes in the Issuer’s charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
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(i)
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A
class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
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(j)
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Any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the
Issuer.
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(a),(b)
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The following table sets forth, as of the date of this Statement,
the aggregate number and percentage of outstanding Securities which
the Reporting Person may be deemed to beneficially own, as well as
the number and percentage of Securities as to which the Reporting
Person has or will have the sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, and shared power to dispose
or to direct the disposition. Securities over which the Reporting
Person has or will have sole voting and sole dispositive power
include (i) 723,282 shares of Common Stock owned by the Reporting
Person, (ii) 101,546 shares of Common Stock issuable upon exercise
of warrants owned by the Reporting Person, and (iii) 73,457 shares
of Common Stock issuable upon exercise of non-statutory stock
options held by the Reporting Person. Securities over which the
Reporting Person has shared voting and shared dispositive power
relate to shares of Common Stock held in the estate of Robert S.
McLain and a related trust as to which the Reporting Person is a
co-trustee but with respect to which Reporting Person has no direct
or indirect pecuniary interest. The percentage set forth below is
based on 9,419,660 shares of Common Stock outstanding as reported
in the Issuer’s most recently filed Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2022, plus 101,546
shares of Common Stock issuable upon exercise of all warrants owned
by the Reporting Person, plus 73,457 shares of Common Stock
issuable upon exercise of all non-statutory stock options held by
the Reporting Person.
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Amount
beneficially
owned
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Percent
of class %
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Sole power
to
vote or
to direct
the vote
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Shared
power to
vote or to
direct the
vote
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Sole power
to
dispose
or to direct
the
disposition
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Shared
power to
dispose or to
direct the
disposition
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979,744
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10.2 |
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898,285 |
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81,459 |
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898,285 |
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81,459 |
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(c)
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The Reporting Person did not effect any transaction in the Issuer’s
Common Stock in the last 60 days. On December 16, 2022, the Company
awarded to the Reporting Person non-statutory stock options to
purchase 4,244 shares of Common Stock at an exercise price of $2.86
per share, which were reported by the Reporting Person as
derivative securities in a Form 4 Statement of Changes in
Beneficial Ownership filed on December 20, 2022.
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(d)
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None.
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(e)
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Not applicable.
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CUSIP No. 98978N 101
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SCHEDULE 13D/A
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Page 5 of 6
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Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the
Issuer
Other than the Reporting Person’s relationship as a director of the
Company and the warrants and non-statutory stock options reported
in Item 5 of this Statement, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to any
securities of the Issuer.
Item 7. Material to Be Filed as
Exhibits.
None.
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CUSIP No. 98978N 101
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SCHEDULE 13D/A
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Page 6 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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CHRISTOPHER D. MAGGIORE
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| Date: February 14, 2023 |
/s/ Christopher D.
Maggiore |
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Christopher D. Maggiore
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