Warrants to purchase shares of Common Stock, par value $0.001 per share
Trading Symbol
ZIVOW
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($)
Mar. 31, 2024
Dec. 31, 2023
CURRENT ASSETS:
Cash
$ 138,641
$ 274,380
Accounts receivable
3,735
3,735
Prepaid expenses
568,241
147,262
Total current assets
710,617
425,377
OTHER ASSETS:
Operating lease - right of use asset
73,721
98,280
Security deposit
32,058
32,058
Total other assets
105,779
130,338
TOTAL ASSETS
816,396
555,715
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Accounts payable
705,841
993,090
Accounts payable - related party
211,170
172,670
Current portion of long-term operating lease
79,033
106,342
Convertible debentures payable
240,000
240,000
Loan Payable
460,053
0
Accrued interest
101,278
100,686
Accrued liabilities - employee bonus
1,287,920
1,148,770
Total current liabilities
3,085,295
2,761,558
LONG TERM LIABILITIES:
0
0
TOTAL LIABILITIES
3,085,295
2,761,558
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $0.001 par value, 25,000,000 and 25,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 2,789,655 and 2,382,356 issued and outstanding at March 31, 2024, and December 31, 2023, respectively
2,791
2,383
Additional paid-in capital
122,588,510
121,373,488
Accumulated deficit
(124,860,200)
(123,581,714)
Total stockholders' equity (deficit)
(2,268,899)
(2,205,843)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
REVENUES:
Product revenue
$ 35,720
$ 0
Total revenues
35,720
0
COSTS OF GOODS SOLD
Product costs
23,218
0
Total costs of goods sold
23,218
0
GROSS MARGIN
12,502
0
COSTS AND EXPENSES:
General and administrative
975,574
1,568,377
Research and development
312,767
401,797
Total costs and expenses
1,288,341
1,970,174
LOSS FROM OPERATIONS
(1,275,839)
(1,970,174)
OTHER (EXPENSE):
Interest expense
(2,648)
(2,968)
Total other expense
(2,648)
(2,968)
NET LOSS
$ (1,278,486)
$ (1,973,142)
BASIC AND DILUTED LOSS PER SHARE
$ (0.47)
$ (1.26)
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING
2,748,294
1,569,943
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (UNAUDITED) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Balance, shares at Dec. 31, 2022
1,569,943
Balance, amount at Dec. 31, 2022
$ (10,622)
$ 1,570
$ 115,792,338
$ (115,804,530)
Employee and director equity-based compensation
242,102
0
242,102
0
Net loss for the three months ended March 31, 2023
(1,973,142)
$ 0
0
(1,973,142)
Balance, shares at Mar. 31, 2023
1,569,943
Balance, amount at Mar. 31, 2023
(1,741,662)
$ 1,570
116,034,440
(117,777,672)
Balance, shares at Dec. 31, 2023
2,382,356
Balance, amount at Dec. 31, 2023
(2,205,843)
$ 2,383
121,373,488
(123,581,714)
Employee and director equity-based compensation
112,104
0
112,104
0
Net loss for the three months ended March 31, 2023
(1,278,486)
$ 0
0
(1,278,486)
Private sales of common stock - other, shares
350,633
Private sales of common stock - other, amount
972,544
$ 351
972,193
0
Private sales of common stock - related party, shares
56,666
Private sales of common stock - related party, amount
130,782
$ 57
130,725
0
Balance, shares at Mar. 31, 2024
2,789,655
Balance, amount at Mar. 31, 2024
$ (2,268,899)
$ 2,791
$ 122,588,510
$ (124,860,200)
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash Flows for Operating Activities:
Net loss
$ (1,278,486)
$ (1,973,142)
Adjustments to reconcile net loss to net cash used by operating activities:
Non cash lease expense
24,559
21,590
Employee and director equity-based compensation
112,104
242,102
Amortization of deferred R&D obligations participation agreements
0
(125,028)
Changes in assets and liabilities:
Prepaid expenses
(420,979)
(617,197)
Accounts payable
(287,249)
141,110
Accounts payable - related party
38,500
38,500
Lease liabilities
(27,309)
(23,069)
Accrued liabilities
139,742
166,161
Net cash (used in) operating activities
(1,699,118)
(2,128,973)
Cash Flows from Investing Activities:
Net cash from by investing activities
0
0
Cash Flow from Financing Activities:
Proceeds of loans payable, other
517,560
605,600
Payments of loans payable, other
(57,507)
(67,289)
Proceeds from private sales of common stock - other
972,544
0
Proceeds from private sales of common stock - related party
130,782
0
Net cash provided by financing activities
1,563,379
538,311
Increase (decrease) in cash
(135,739)
(1,590,662)
Cash at beginning of period
274,380
1,799,263
Cash at end of period
138,641
208,601
Cash paid during the period for:
Interest
$ 2,056
$ 2,377
BASIS OF PRESENTATION
BASIS OF PRESENTATION
3 Months Ended
Mar. 31, 2024
BASIS OF PRESENTATION
BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly owned subsidiaries (collectively, "we," "our," "us," "ZIVO," or the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company's management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The condensed consolidated financial statements have also been prepared on a basis substantially consistent with, and should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2023 and the notes thereto, included in its Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on March 15, 2024. Going Concern The Company has incurred net losses since inception, experienced negative cash flows from operations for the quarter ended March 31, 2024, and has an accumulated deficit of $124,860,200. The Company has historically financed its operations primarily through the issuance of common stock, warrants, and debt. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. The Company intends to fund ongoing activities by utilizing its current cash on hand and by raising additional capital through equity and/or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. The Company's condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business; no adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.
DEBT
DEBT
3 Months Ended
Mar. 31, 2024
DEBT
DEBT
NOTE 2 - DEBT On March 5, 2024, the Company entered into a short-term unsecured loan agreement to finance a portion of the Company's directors' and officers', and employment practices liability insurance premiums. The note in the amount of $517,560 carries an 8.5% annual percentage rate and will be paid down in nine equal monthly payments of $59,562 beginning on March 10, 2024. As of March 31, 2024, a principal balance of $460,053 remains outstanding. On February 14, 2023, the Company entered into a short-term unsecured loan agreement to finance a portion of the Company's directors' and officers', and employment practices liability insurance premiums. The note in the amount of $605,600 carries a 8.4% annual percentage rate and will be paid down in nine equal monthly payments of $69,666 beginning on March 10, 2023. As of November 9, 2023, the loan was fully paid.
NOTE 3 - DEFERRED R&D OBLIGATIONS - PARTICIPATION AGREEMENTS For the three months ended March 31, 2024 and 2023, the Company recognized $0 and $125,030, respectively, as a contra R&D expense related to personnel and third-party expenses to develop the subject technology, respectively. For the three months ended March 31, 2024 and 2023, $0 and $31,274, respectively, of this total contra R&D expense was attributed to deferred R&D obligations funded by a related party.
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
3 Months Ended
Mar. 31, 2024
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
NOTE 4 - STOCKHOLDERS' EQUITY Equity Sales During the quarter ended March 31, 2024, the Company sold common stock in 20 private unregistered transactions resulting in total proceeds of $1,103,326 and the issuance of 407,299 shares of common stock. Included in the totals are 56,666 shares of common stock sold to related parties for proceeds of $130,782. The Company had no sales of common stock in the quarter ended March 31, 2023. Equity Compensation For the quarter ended March 31, 2024, the Company recognized expense of $112,104 for equity compensation to members of the Board of Directors and certain employees. The total expense amount was related to equity awards from prior periods as no new equity awards were granted in the quarter. $34,648 of the total expense for the quarter was related to R&D and the remaining $77,456 was for G&A. For the quarter ended March 31, 2023, the Company expensed $242,102 for equity compensation to members of the Board of Directors and certain employees. The total expense amount was related to equity awards from prior periods as no new equity awards were granted in the quarter. $77,383 of the total expense for the quarter was related to R&D and the remaining $164,719 was for G&A.
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2024
Commitments And Contingencies Disclosure Abstract
COMMITMENTS AND CONTINGENCIES
NOTE 5 - COMMITMENTS AND CONTINGENCIES Employment Agreements At March 31, 2024, the Company had compensation agreements with its President / Chief Executive Officer, and Chief Financial Officer. Legal Contingencies The Company may become a party to litigation in the normal course of business. In the opinion of management, there are no pending legal matters involving the Company that would have a material adverse effect upon the Company's financial condition, results of operation or cash flows.
INCOME TAX
INCOME TAX
3 Months Ended
Mar. 31, 2024
INCOME TAX
INCOME TAX
NOTE 6 - INCOME TAX The Company and its subsidiaries are subject to US federal and state income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of Management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The Company does not expect to realize the net deferred tax asset and as such has recorded a full valuation allowance. Income tax expense for the three months ended March 31, 2024 and 2023 is based on the estimated annual effective tax rate. Based on the Company's effective tax rate and full valuation allocation, tax expense is expected to be $0 for 2024.
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
NOTE 7 - SUBSEQUENT EVENTS The Company sold and issued 42,288 shares of common stock in three private transactions on April 2, 2024, April 26, 2024, and May 7, 2024, to a related party investor for total proceeds of $330,000.
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative)
Mar. 31, 2023 USD ($)
BASIS OF PRESENTATION
Accumulated Deficit
$ 124,860,200
DEBT (Details Narrative)
DEBT (Details Narrative) - Short Term Debt [Member] - USD ($) $ in Millions
SUBSEQUENT EVENTS (Details Narrative) - Three Private Transactions [Member]
3 Months Ended
Mar. 31, 2024 USD ($) shares
Sold and issued of common stock | shares
42,288
Proceeds for related party investor | $
$ 330,000
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Zivo Bioscience Inc. published this content on
13 May 2024 and is solely responsible for the information contained therein. Distributed by
Public, unedited and unaltered, on
13 May 2024 21:04:20 UTC.
Zivo Bioscience, Inc. is a research and development company. The Company operates in both the biotech and agtech sectors, with an intellectual property portfolio comprised of 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. Its product candidates are at different stages of development for different applications. It is developing a product candidate targeting poultry gut health. It is developing products for Bovine Mastitis, Canine Joint Health, Human Immune Modulation, Algal biomass for human consumption, and Biomass for supporting skin health/anti-aging. It is focused on licensing and selling natural bioactive ingredients derived from their proprietary algae cultures to animal, human and dietary supplement, and medical food manufacturers.
ZIVO BIOSCIENCE, INC. 
