Amigo Mike
5日前
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
2週前
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
2週前
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
3週前
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.
Amigo Mike
4週前
Merry Christmas and Happy Holidays Gwinner and all the long suffering ZIVO longs !!
You called $22 .... and got it 1 day later. Now calling for $200 in 2025.... welp ..... from your lips to the man upstairs ... wow that would be another 10 bagger from here. Personally I think it is doable if avian flu and a few other things fall in place. 2024 was a fantastic year if you took advantage of prices early in the year. Literally 40+ bag winner if you purchased at the lows towards the end of 2023
As mentioned, current prices are still not even at the historical company valuation of the last 5 years. And ZIVO is on the verge of gaining it's first license for coccidiosis in broiler chickens with a non antibiotic treatment.
If I'm CEO of ZIVO ....
1. I am plastering every animal pharma with information on both coccidiosis and avian flu.
2 I am also calling Kristin Peck about Zoetis' prior collaboration with ZIVO on bovine mastitis to ask .... WASSUP ?
3 Then I'm having someone in the office spam every group that can be found that is advocating for non antibiotic treatment options in the food supply and everyone writing about coccidiosis and avian flu.
4. Then I'm calling Armistice Capital and taking their temperature about exercising part of their warrants NOW .... that would bring roughly $4.2 million to ZIVO. These warrants are already in the fully diluted count for ZIVO and they expire roughly June/July 2025. But it puts $4.2 million cash in ZIVO's account and should then give them plenty of time to finish up a license for coccidiosis which would bring more money in an upfront payment and time to work on gov't grants for anything and everything including avian flu. At $50/share ... Armistice TRIPLES their money. They could "breath" on ZIVO or "whisper on Wall Street" and run it up the flagpole themselves. This would potentially eliminate the need for any dilution in 2025 and set stage for more licenses/milestone cash going forward until commercialization.
5. At $50, the public warrants are also exercisable for more cash ... and already part of the fully diluted count. These don't expire til end of May 2026
6. I'm running the next set of tests on avian flu as soon as I possibly can.
7. I am calling the new administration. RFK .... this has to be right up his alley. Federal and state gov'ts granting MILLIONS for NON solutions related to avian flu. Look it up ... it is hilarious. Welp, ZIVO might have something here. Show me the money ! And fast track via USDA. Hello HHS.
8. And I'm callin' the state of Michigan Dept of Agriculture and any state gov't dept that offers innovation grants for Michigan businesses and I'm applying for grants and I'm telling any news outlet that will listen about it. https://www.michigan.gov/mdard/animals/diseases/avian/avian-influenza
Here's one example of $200 MILLION for NON solutions in dairy cows. $200 million ... think about that.
https://www.avma.org/news/200m-federal-government-aims-stop-spread-h5n1-among-dairy-cows#:~:text=The%20U.S.%20Department%20of%20Agriculture,both%20overseen%20by%20the%20HHS.
The money thrown around in this space is CRAZY. Prior year spends from USDA 2022/2023
https://www.aphis.usda.gov/news/agency-announcements/usda-provides-additional-502-million-highly-pathogenic-avian-influenza#:~:text=The%20U.S.%20Department%20of%20Agriculture,HPAI)%20in%20the%20United%20States.
What's a potential solution worth in grants and partnership/royalties ?
Easy peasy right ? ROFLMAO !!
Amigo Mike
profiteer11
4週前
ZIVO Bioscience Reports Preliminary Efficacy of its Proprietary Active Ingredients in the Battle Against Avian Influenza
Download as PDFDec 20, 2024
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, reports favorable results from a study conducted in collaboration with the University of Delaware that evaluated the potential of ZIVO’s proprietary active ingredients to reduce the transmission of Low Pathogenicity Avian Influenza (LPAI) virus among poultry.
Key findings of statistical significance from the study include:
A reduction in viral titers (viral shedding) in infected birds receiving ZIVO’s products compared with untreated infected controls.
A delay in transmission of LPAI when healthy birds were exposed to infected birds, suggesting a slower and less aggressive spread of disease.
The two-part controlled study evaluated the efficacy of ZIVO’s proprietary active ingredients, previously shown to be efficacious for mitigating the effects of coccidiosis in broiler chickens, against LPAI.
In the first part of the study, infected birds receiving a mixture of ZIVO’s proprietary active ingredients showed an early significant decrease in viral titers compared with untreated, infected controls, thereby reducing amount of detectable virus that was shed. At the end of the study, although not significant in nature, a numerical decrease in virus was noted in birds receiving ZIVO’s product. In the second part, healthy chickens were housed with infected birds, replicating a real-world, high-risk environment for disease transmission. Compared to an untreated control group, birds that received ZIVO’s proprietary active ingredients that were housed with infected birds experienced a statistically significant delay in viral detection. This observed delay suggests that ZIVO’s products limit viral replication within a host.
These favorable results indicate that ZIVO’s proprietary active ingredients represent potential preventative measures for reducing the spread of LPAIV in commercial poultry operations and enhancing overall flock health.
Multiple products were explored to identify the most effective strategies against LPAI. While some products were better at lowering the viral titer, others were more effective at slowing the spread, suggesting that an optimal product configuration could provide more comprehensive protection. The study’s positive outcomes justify further research and product development, supporting the potential of ZIVO’s pipeline to address both LPAIV infections as well as a broad spectrum of other viral challenges faced by the poultry industry.
“We are highly encouraged by the outcomes of this study,” said John B. Payne, Chairman and CEO of ZIVO Bioscience. “The University of Delaware’s findings provide compelling evidence that our feed ingredients could be valuable tools in mitigating the risk of avian influenza outbreaks without the limitations associated with vaccines. Reducing disease transmission can positively impact both animal welfare and the operations of producers. These study results represent a significant milestone in our efforts to deliver science-driven, sustainable solutions to address serious challenges facing the global poultry industry.”
“This study sponsored by ZIVO Bioscience enabled us to evaluate novel interventions to provide immune support for poultry,” said Brian Ladman, Ph.D., Principal Investigator at the University of Delaware’s Department of Animal and Food Sciences. “The findings demonstrate that further investigation into ZIVO’s active ingredients to safeguard poultry flocks against viral outbreaks is warranted. I look forward to continuing to work with ZIVO to identify novel solutions to this critical public health issue.”
“With these preliminary efficacy results, we are now planning additional studies to further evaluate the benefits of our products. We are at a critical point in our mission to find a viable treatment for avian influenza, and the need for an effective therapy grows every day,” said John Payne. “We will continue towards commercialization of our coccidiosis treatment while utilizing these preliminary results to further our partnership dialogues. I am confident that ZIVO can take the next step toward evaluating this potential breakthrough technology.”
profiteer11
4週前
Amigo Mike
Friday, December 20, 2024 9:33:19 AM
Post#
ZIVO Bioscience Reports Preliminary Efficacy of its Proprietary Active Ingredients in the Battle Against Avian Influenza
Dec 20, 2024
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, reports favorable results from a study conducted in collaboration with the University of Delaware that evaluated the potential of ZIVO’s proprietary active ingredients to reduce the transmission of Low Pathogenicity Avian Influenza (LPAI) virus among poultry.
Key findings of statistical significance from the study include:
A reduction in viral titers (viral shedding) in infected birds receiving ZIVO’s products compared with untreated infected controls.
A delay in transmission of LPAI when healthy birds were exposed to infected birds, suggesting a slower and less aggressive spread of disease.
The two-part controlled study evaluated the efficacy of ZIVO’s proprietary active ingredients, previously shown to be efficacious for mitigating the effects of coccidiosis in broiler chickens, against LPAI.
In the first part of the study, infected birds receiving a mixture of ZIVO’s proprietary active ingredients showed an early significant decrease in viral titers compared with untreated, infected controls, thereby reducing amount of detectable virus that was shed. At the end of the study, although not significant in nature, a numerical decrease in virus was noted in birds receiving ZIVO’s product. In the second part, healthy chickens were housed with infected birds, replicating a real-world, high-risk environment for disease transmission. Compared to an untreated control group, birds that received ZIVO’s proprietary active ingredients that were housed with infected birds experienced a statistically significant delay in viral detection. This observed delay suggests that ZIVO’s products limit viral replication within a host.
These favorable results indicate that ZIVO’s proprietary active ingredients represent potential preventative measures for reducing the spread of LPAIV in commercial poultry operations and enhancing overall flock health.
Multiple products were explored to identify the most effective strategies against LPAI. While some products were better at lowering the viral titer, others were more effective at slowing the spread, suggesting that an optimal product configuration could provide more comprehensive protection. The study’s positive outcomes justify further research and product development, supporting the potential of ZIVO’s pipeline to address both LPAIV infections as well as a broad spectrum of other viral challenges faced by the poultry industry.
“We are highly encouraged by the outcomes of this study,” said John B. Payne, Chairman and CEO of ZIVO Bioscience. “The University of Delaware’s findings provide compelling evidence that our feed ingredients could be valuable tools in mitigating the risk of avian influenza outbreaks without the limitations associated with vaccines. Reducing disease transmission can positively impact both animal welfare and the operations of producers. These study results represent a significant milestone in our efforts to deliver science-driven, sustainable solutions to address serious challenges facing the global poultry industry.”
“This study sponsored by ZIVO Bioscience enabled us to evaluate novel interventions to provide immune support for poultry,” said Brian Ladman, Ph.D., Principal Investigator at the University of Delaware’s Department of Animal and Food Sciences. “The findings demonstrate that further investigation into ZIVO’s active ingredients to safeguard poultry flocks against viral outbreaks is warranted. I look forward to continuing to work with ZIVO to identify novel solutions to this critical public health issue.”
“With these preliminary efficacy results, we are now planning additional studies to further evaluate the benefits of our products. We are at a critical point in our mission to find a viable treatment for avian influenza, and the need for an effective therapy grows every day,” said John Payne. “We will continue towards commercialization of our coccidiosis treatment while utilizing these preliminary results to further our partnership dialogues. I am confident that ZIVO can take the next step toward evaluating this potential breakthrough technology.”
Amigo Mike
4週前
Well people,
I guess this is Payne's Christmas gift to shareholders breaking the silence on coccidiosis .... and the introduction of previously unknown work on avian flu which is among the hottest headlines in today animal health markets ..... and impacts humans as well. If ya don't think this is at least a $50 stock in the not too distant future ..... I dunno what to tell ya.
Payne apparently is in discussion with multiple global animal health companies for coccidiosis in broiler chickens. If ya do a little research coccidiosis is not only an issue in broiler chickens ...... so who is to say that ZIVO isn't talking about other animal species with these pharmas. I do think it is also key that these companies are going over ZIVO's patent portfolio. That due diligence can lead to a much bigger transaction .... like that buyout potential.
Then let's add avian flu to the mix. A brand new, previously unknown target for ZIVO. There are HUNDREDS OF MILLIONS in free money being thrown at avian flu. Gov't research grants. This is something that could gain traction and headlines very quickly. It could also bring sources of non dilutive money to ZIVO. My impression doing a little research over the weekend is the University of Delaware is among the top tier research facilities in the country on avian flu. My impression is also that these initial tests ..... while preliminary ...... at least with the avian flu vertical ...... are generally accepted as a very strong indicator that the product offering will be effective in it's final form. And if you read ZIVO's PR, ZIVO basically appears to have thrown multiple of its natural and bioactives at the target and found that some support different disease mgmt capabilities. So a little tweaking of the product candidate from existing ZIVO options and we might have a new non antibiotic treatment to at least mute the impacts and spread of this disease. If I am ZIVO, like I said, this info should be going out to anyone and everyone in animal pharma plus state and federal Dept of Agriculture officials, industry watch dog groups. You name it.
We are only talking animal here. And we know there are multiple human applications.
This might just be what puts ZIVO .... on the map ........ and could lead to any number of possibilities including getting bought out.
I have prior mentioned that I thought ZIVO was AT LEAST a $1 Billion (with a B) company in due time. Well the path towards that number is becoming more evident. We just need to knock down the first domino ....... and see where we go from there. That first domino should happen in the next couple months. Just to toss out some numbers .... at TODAY's outstanding number of shares (3.5 million) that is $285/ share. Fully diluted is roughly 5 million shares right now or about $200/share. And $1 Billion could be ... too low .... LOL ..... but I don't know that ZIVO would last that long without being bought out. I haven't done any research these days on natural substance buyouts but I do recall resveratrol was purchased for roughly $700 million years back. ZIVO's product candidates are all rooted in inflammation people .... and inflammation is root cause of MANY human and animal diseases. What's ZIVO's bioactives worth eh ?
Amigo Mike
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