🧾 What This Document Is

This is an 8-K filing, which is a report companies file with the SEC to announce major events that shareholders should know about. In this case, ZIVO Bioscience is announcing a huge strategic shift: its Board of Directors has decided to voluntarily stop being a publicly registered company with the SEC.

👉 The Big News: The company plans to file a Form 15 on or around March 30, 2026. This form will officially suspend its obligation to file quarterly (10-Q), annual (10-K), and current (8-K) reports with the SEC.

This doesn't mean the company is shutting down—it means it's choosing to operate outside of the strict public reporting framework.

🏢 What The Company Does

In simple terms, Zivo Bioscience is a biotech and agricultural tech (agtech) research and development company. It develops therapeutic and nutritional products from its own special algae.

They have two main focus areas:

• Animal Health: Creating non-antibiotic, immune-boosting ingredients for animals.
• Human Nutrition: Developing health ingredients like their ZIVO LIFE™ microalgae.

Think of them as a science lab that grows unique "super-algae" to make healthier food and medicine for both animals and people.

💰 Financial Headwinds & The Cost of Going Public

This decision is fundamentally a financial and operational one. The company paints a clear picture:

• Significant Burden: The costs of being a public company—including legal, accounting, audit fees, and compliance—are described as a "significant financial burden."
• Misallocated Resources: These expenses consume capital that could otherwise be spent on developing products and growing the business.
• The Dilution Cycle: To pay for these public reporting costs, ZIVO has had to repeatedly raise money. This "cycle" has diluted existing shareholders, meaning their ownership slice of the company keeps getting smaller with each new financing round.

👉 The core argument: Remaining public is costing too much and slowing down their real business work.

🚀 The Strategic Pivot: Going Private

The Board believes cutting SEC reporting will create value by:

1. Saving Money: Eliminating massive compliance costs.
2. Focusing Resources: Redirecting cash and management time toward core R&D and commercial goals.
3. Protecting Future Revenue: They anticipate meaningful revenue from their AgTech product line "in the coming months." As a non-reporting company, they can keep and reinvest that cash into the business, rather than paying it out to auditors and lawyers.

This move is framed as breaking a harmful cycle of spending to be public, which has prevented them from building sustainable value.

🔮 What's Next: The Business Roadmap

Deregistering doesn't mean halting operations. The CEO letter provides an update on what they're working on:

• Animal Health: Major global animal health companies are "advancing internal due diligence" on ZIVO's technology. Formal partnership and licensing talks are expected after more data is in.
• AgTech & Human Nutrition: There's commercial interest in ZIVO LIFE™. They are increasing production capacity to meet anticipated demand from their distribution partner.
• Avian Influenza (Bird Flu): The University of Georgia plans to use ZIVO's product in studies to combat this major poultry industry issue, with funding from the Department of Agriculture.

👉 The Goal: Use the cash and focus freed up by going private to finally turn their science into revenue and positive cash flow—which would be a first in the company's history.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Potential Upside:

• Cost Savings: Immediately removes a major financial drain.
• Operational Focus: Allows the team to work on products without SEC reporting distractions.
• Near-Term Catalyst: AgTech revenue could soon validate their business model and create a self-sustaining company.

⚠️ Risks / Things to Watch:

• Reduced Transparency: As a non-reporting company, shareholders will get far less frequent and detailed financial updates. Information will come voluntarily.
• Liquidity Impact: Shares will no longer trade on the OTC markets. Trading may move to less transparent venues, potentially making it harder to buy or sell shares.
• Execution Risk: The entire thesis rests on them successfully commercializing their products and generating positive cash flow without the public company apparatus.

📇 Key Contacts & People

• John Payne, Chief Executive Officer ([email protected])
• Tirth T. Patel, Alliance Advisors IR ((212) 201-6614, [email protected])

🧠 The Analogy

This is like a small-town chef closing their fancy downtown restaurant that was draining all their money on rent and reviews (the public company costs). Instead, they're moving their kitchen to a cheaper, private location to focus all their energy on perfecting a few signature dishes (the AgTech and Animal Health products) that they believe will soon be in high demand, ultimately building a more profitable and sustainable business.

🧩 Final Takeaway

Zivo Bioscience is making a bold bet: that the long-term value of growing its business undistracted by public company costs outweighs the short-term benefits of transparency and liquidity for its shareholders. The coming months will test if the anticipated AgTech revenue and cost savings can truly turn the company's financial story around.