Amigo Mike
2 일 전
Gunner,
Honestly I take ZIVO at it's word regarding your quote. Payne clearly is very conservative about what he releases publicly. So "whatever happened to this idea" ..... it should be in motion right now. Tis why I think the action in the stock should be better and frankly still think it should already be above $25.
So at face value ..... we mushrooms should be thinking that ZIVO may be in receipt of a formal licensing offer from a global animal health company by now ... given that tomorrow is the end of January. Whether ZIVO is required to inform investors of receiving a licensing offer ..... I don't think they are obligated to share that unless potentially a specific letter of intent is agreed upon and signed which I think would get PR'd. And unfortunately an LOI is nothing more than 2 companies agreeing to discuss it ... it isn't binding. They of course WOULD be obligated to share if an agreement for a license is actually signed.
But my thinking here is .... lawyers ..... let's say ZIVO does have a licensing offer in hand right now from 1 .. or even more global animal health companies. If more than 1 involved if I am Payne I am not going to take first offer to hit the table. I'm going to play all angles. I don't know if ZIVO has engaged any experts to evaluate the value of a license for poultry and what an appropriate offer should be. Dunno if license request would be for more than poultry as there are closely related species and others that I'm sure are easy to test .... would it be territorial ...... what restrictions if any. My point being ...... I seriously doubt a license deal is offered and signed instantly. Lawyers, fine print, scope, valuation, who pays for what, who gets what .... etc etc etc ...... has to be gone over with fine tooth comb and of course both parties need to come to an agreement. So what I'm getting at is how prepared is ZIVO in understanding what the value of the license is and how long does it take lawyers to fiddle with the language and agree to terms ??? Notice ZIVO said expects to enter formal "negotiations" in January and finalize by EOQ.
So we wait !
Amigo Mike
profiteer11
1 주 전
ZIVO Bioscience to Present at The Microcap Conference 2025
Download as PDFJan 22, 2025
BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)-- Zivo Bioscience, Inc. (OTCQB: ZIVO), a pioneering biotech/agtech R&D company dedicated to developing therapeutic, medicinal and nutritional product candidates derived from proprietary algal cultures, today announced its participation in The Microcap Conference 2025 being held January 28-30, 2025, in Atlantic City, N.J.
Management will deliver a corporate presentation and engage in one-on-one meetings with institutional and individual investors to discuss the company’s recent developments, growth strategy, and investment opportunities.
Event: The Microcap Conference 2025
Location: Studio 1, Borgata Hotel Casino & Spa
Date: Thursday January 30, 2025
Time: 2:30 PM Eastern Time
Investors interested in meeting with management can register for the conference here.
About ZIVO Bioscience
Zivo Bioscience, Inc. is a research and development company with an intellectual property portfolio comprised of proprietary algal and bacterial strains, biologically active molecules and complexes, production techniques, cultivation techniques and patented or patent pending inventions for applications in human and animal health. Please visit www.zivobioscience.com for more information.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250122415215/en/
ZIVO Bioscience
Keith Marchiando, Chief Financial Officer
(248) 452-9866 x130
kmarchiando@zivobioscience.com
Alliance Advisors IR
Tirth T. Patel
(212) 201-6614
tpatel@allianceadvisors.com
Source: Zivo Bioscience, Inc.
Released January 22, 2025
Amigo Mike
2 주 전
Regarding the 8K last evening,
I pulled the below information from the most recent 10Q surrounding the participation agreements with bold added for those who think everything is free. Participation Agreements
From April 13, 2020, through May 14, 2021, the Company entered into twenty-one License Co-Development Participation Agreements (the “Participation Agreements”) with certain accredited investors (“Participants”) for an aggregate of $2,985,000 in proceeds. The Participation Agreements provide for the issuance of warrants to such Participants and allows the Participants to participate in the fees (the “Fees”) from licensing or selling bioactive ingredients or molecules derived from ZIVO’s algae cultures. Specifically, ZIVO has agreed to provide to the Participants a 44.775% “Revenue Share” of all license fees generated by ZIVO from any licensee.
The Participation Agreements allow the Company the option to buy back the right, title and interest in the Revenue Share for an amount equal to the amount funded plus a forty percent (40%) premium, if the option is exercised less than 18 months following execution, and for either forty (40%) or fifty percent (50%) if the option is exercised more than 18 months following execution. Pursuant to the terms of twelve of the Participation Agreements, the Company may not exercise its option until it has paid the Participants a revenue share equal to a minimum of thirty percent (30%) of the amount such Participant’s total payment amount. Pursuant to the terms of the one of the Participation Agreements, the Company may not exercise its option until it has paid the Participant a revenue share equal to a minimum of one hundred forty percent (140%) of the amount such Participant’s total payment amount. Five of the Participation Agreements have no minimum threshold payment. Once this minimum threshold is met, the Company may exercise its option by delivering written notice to a Participant of its intent to exercise the option, along with repayment terms of the amount funded, which may be paid, in the Company’s sole discretion, in one lump sum or in four (4) equal quarterly payments. If the Company does not make such quarterly payments timely for any quarter, then the Company shall pay the prorate Revenue Share amount, retroactive on the entire remaining balance owed, that would have been earned during such quarter until the default payments have been made and the payment schedule is no longer in default. So the participation agreements were entered into in lieu of the company receiving financing in the amount of $2.985 million. So shares issued to clear these agreements is part of the buyout/repayment ... and aren't "free" as some think. The investors funded nearly $3 million to ZIVO for these agreements and appear to be getting paid back to the investors in mostly stock.
From last night's 8K Effective January 9, 2025, the board of directors of Zivo Bioscience, Inc. (the “Company”) authorized the Company to enter into a series of Exchange Agreements (“Exchange Agreements”) with certain accredited investors (“Investors”) party to License and Co-Development Participation Agreements (“Participation Agreements”) with the Company. By way of background, between April 13, 2020 and May 14, 2021, the Company entered into a series of approximately twenty Participation Agreements with the Investors, pursuant to which, each Investor funded a portion of the Company’s budget toward development of a license in return for a revenue share and warrants. Under the Participation Agreements, the Company had a buy-out option pursuant to which it could purchase the Investors’ right, title and interest in the revenue share for an aggregate minimum purchase price of $5,306,500. The Exchange Agreements would provide for the cancellation of the Purchase Agreements and accompanying forfeiture of each Investor’s right to earn certain cash from the revenue share and buy-out option in exchange for 212,260 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), in the aggregate (the “Exchange Program”). To date, the Company has completed an exchange with two Investors for a total of 14,200 shares of Common Stock of the Company.
The Exchange Agreements also contain a release of claims and standard representations and warranties of both the Company and each Investor. Laith Yaldoo, a director of the Company, manages, directs, and controls two entities that are expected to participate in the Exchange Program as Investors. So Dahl bent ZIVO over the barrel for nearly $3 million in funds and due to the buyback clauses looks like the cost to buy them out is $5.3 million (Dahl .. the gift the keeps on giving) for which it appears 212,260 shares will be issued to the investors to settle these agreements and rid the company of them.
So face value the investors funded roughly $3 million ... and would seemingly be getting 212,260 shares as part of exchange agreement .... which would give the shares an average basis of just over $14/share at face value. But the 8K sez the buyout is for $5.3 million present value which would mean the share basis is around $25/share but that seems a bit strange. That would be agreeing to taking stock at above market value. The fact they are taking stock at all would indicate to me they see light at the end of the rainbow and higher stock prices ahead. More confidence. This does represent some minor dilution but super strong hands and those shares would never see the market assuming Strome and Yaldoo own most of those agreements.
So far I am leaning towards net positive.
-We have minor dilution to get out of a simply awful financing agreement that would see ZIVO paying out over 44% of it's revenues from licensing deals (a serious ouch)
-Presumably most of those shares go to insider iron fist hands and never see the market.
-ZIVO more cleaning of bad deals and this one was especially bad.
-Seemingly "prepping" for something coming down the pike and making sure all the revenue stays with ZIVO.
Amigo Mike
Amigo Mike
3 주 전
Gwinner,
Also just wanted to point out that if you are just thinking about "money" for ZIVO, additional monies could be on the horizon near term. By near term let's call it 1st half of 2025.
1. Obviously Strome bought $1.5 million in stock
2. 1st qtr - Coccidiosis license deal. It is of course unknown what this license would garner and how much coverage (territory) it will cover.
My opinion is the upfront money isn't likely to be significant because the product candidate still has to go through USDA approval process which ZIVO has not outlined specifically what that looks like. But license likely also has milestone payments as each regulatory hurdle is passed. Royalties on commericial sales of course.
As part of the coccidiosis license I would very much like to see the partner buy anywhere for 100,000 to 250,000 shares of ZIVO. Skin in the game, incentive to perform ..... and commercial success means they win too.
3. I dunno what ZIVO is doing in this lane but GRANTS GRANTS GRANTS. Federal and state. At this point, I don't believe there is any excuse not to be requesting money from whatever govt agency is handing out grants for algae development, non antibiotic option in the food supply, avian flu specifically and anything else you can think of. (mastitis in dairy cows). You name it.
The state of Michigan is ZIVO's home state of residence. They've reported bird flu outbreaks. They be first up on my list. LOL ,,, in the get involved lane I had already gone down the path of finding the Dept of Agriculture contacts for State Of Michigan. I didn't do anything about it but I took a look. =) In past years ZIVO also took part in local technology and business innovation gatherings. Haven't seen that for a while so doubt they are doing anything in that lane these days.
The incoming federal administration .... and RFK .... certainly appear to be open to alternatives to the norm. No idea what kinda contacts Payne has at that type of level but somebody should be on it.
4. There is the little matter of one of the last "rip off" financings that ZIVO did before dropping from NASDAQ that involved Armistice Capital hedge fund. I've brought these guys up before. They have 2 year warrants on ZIVO that is already part of the fully diluted count for the stock. Roughly 250,000 shares at $16.80. And I think they expire somewhere around June. I'd have to go look.
I am not a securities expert or securities lawyer .... but the warrant language leads me to believe the only option for exercise of these warrants is exercising them with cash if ZIVO has filed a proper registration statement covering the shares underlying the warrants. If my research is correct, that already happened. So Armistice exercise for cash would provide $4.2 million. I have prior outlined that Armistice could breath on ZIVO and run it to $50 without batting an eye. They would stand to make a substantial amount of money were that to happen.
So I think there are multiple avenues for money near term ... some or all could happen at any time IMO.
Amigo Mike
weazelboy
4 주 전
Tony, you can be angry at management for there past mistakes...I/we get that...BUT, they are onto something here with there proprietary active ingredient that could reduce the transmission of the Avian Flu...We need to help spread this news...obviously this task should fall on someone else but in the meantime we need to be shouting this break-through and posting and talking to whoever will listen. This is something that is only to get worse before it gets better...ZIVO products have been proven.
Nah...nah...nah...nahhhhhhhhhhhh
You see, Gwinner...anything outside of the company themselves "spreading the news" via LEGITIMATE PR's and/or Licensing deals...ANYBODY ELSE "spreading the news" is called a stock PUMP. PERIOD.
I don't care how many tests that are "good", "likely to result in anything", how much you believe in the info, how much it fits the current national narrative, et al.
When those outside the company "spread the news" without ACTUAL information from the company that has resulted in ACTUAL business transactions...it's all hypothetical...and this is called a PUMP.
Understand, this DOES NOT mean I'm saying you cannot have your opinion of where the company is, that they are on the right path, etc. Of course that's the case. I'm referring specifically to the "spread the news" bit...
So, Tony is correct...the COMPANY needs to deliver. Not the shareholders...
PS- and yes, I know the company released info on a test regarding Avian Flu. That hasn't amounted to anything yet...so, it still applies.
Gwinner
1 월 전
Love seeing this...he bought the shares a lil over $20.00
Zivo Bioscience Insider Bought Shares Worth $1,514,250, According to a Recent SEC Filing
6:51 AM ET 12/31/24 | MT Newswires
Zivo Bioscience Insider Bought Shares Worth $1,514,250, According to a Recent SEC Filing
06:51 AM EST, 12/31/2024 (MT Newswires) -- Mark E Strome, 10% Owner, on January 03, 2024, executed a purchase for 75,000 shares in Zivo Bioscience (ZIVO) for $1,514,250. Following the Form 4 filing with the SEC, Strome has control over a total of 398,683 shares of the company, with 398,683 controlled indirectly.