ZIVO Zivo Bioscience, Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 26, 2026, William A. Sullivan announced his intention to resign as Interim Chief Financial Officer of Zivo Bioscience, Inc. (the “Company”), effective Monday, March 30, 2026.

March 26, 2026, Ms. Alison A. Cornell notified the Board of Directors of Zivo Bioscience, Inc. of her decision to resign as a member of the Board of Directors and all committees of the Board, effective immediately. Ms. Cornell served as a member of the Compensation, Nominating and Audit Committees.

The resignations of Mr. Sullivan and Ms. Cornell are made in connection with the Company’s cost-cutting measures, including its decision to deregister its securities and cease public reporting, and do not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Board of Directors and the Company thank Mr. Sullivan and Ms. Cornell for their service and contributions to the Company during their tenures.

Item 7.01 Other Events.

On March 27, 2026, the Company issued a press release announcing its intention to file a Form 15 with the Securities and Exchange Commission to suspend the Company’s reporting obligations on March 30, 2026, under Section 13 and 15(d) of the Securities and Exchange Act of 1934, as amended, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 27, 2026, the Company’s Chief Executive Officer issued a letter to the shareholders, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01, and Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this current report shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, whether filed before or after the date hereof regardless of any general incorporation language in any such filing, unless we expressly set forth in such filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated March 27, 2026

99.2

CEO Letter to Shareholders, dated March 27, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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