ZIVO BIOSCIENCE, INC. (OTCMKTS:ZIVO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Entry into a Material Definitive Agreement
Creation of a Direct Financial Obligation
On February 7, 2018, the Registrant and HEP Investments, LLC (“Lender”), entered into the following documents, effective as of January 31, 2018: (i) Ninth Amendment to Loan Agreement under which the Lender has agreed to advance up to a total of $17,500,000 to the Registrant, subject to certain conditions, and (ii) a Tenth Amended and Restated Senior Secured Convertible Promissory Note. The Ninth Amendment to Loan Agreement amends and restates the Eighth Amendment to Loan Agreement, which was entered into with the Lender on March 1, 2017 and disclosed in the Registrant’s Form 8-K Current Report filed on March 6, 2017. The Tenth Amended and Restated Senior Secured Convertible Promissory Note extends the maturity date for all convertible debt due to HEP Investments to April 1, 2019, including the payment of any interest due and owing at that time. The total outstanding debt as of January 31, 2018 is $6,411,839, and the related amount of unpaid interest is $1,476,607.
In consideration for extending the maturity date of the Loan to April 1, 2019 in accordance with the Tenth Amended and Restated Senior Convertible Promissory Note, the Registrant agreed to issue to the Lender warrants to purchase 3,250,000 shares of common stock at an exercise price of $.10 with a term of 5 years.
Based on the above, the total shares of common stock, if the Lender converted the complete $16,411,839 convertible debt, would be 164,118,392 shares, not including any future interest charges which may be converted into common stock.
Amounts advanced under the Note are secured by all the Registrant’s assets.
The Registrant has agreed to pay a closing fee of $97,934 in connection with the Loan transaction (when the remaining $1,088,161 in funding is achieved), consisting of $58,761 in cash and $39,174 paid in shares of common stock valued at various amounts based on the timing of the funding and the related stock price.
The Registrant has made certain agreements with the Lender which shall remain in effect as long as any amount is outstanding under the Loan. These agreements include an agreement not to make any change in the Registrant’s senior management. Two representatives of the Lender will have the right to attend Board of Director meetings as non-voting observers.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 –Press Release dated February 12,2018
Exhibit 10.1 – Ninth Amendment to Loan Agreement with HEP Investments, LLC dated January 31, 2018
Exhibit 10.2 – Tenth Amended and Restated Senior Secured Convertible Promissory Note HEP Investments, LLC dated January 31, 2018
Zivo Bioscience, Inc. ExhibitEX-10.1 2 f8k021218_ex10z1.htm EXHIBIT 10.1 NINTH AMENDMENT TO LOAN AGREEMENT WITH HEP INVESTMENTS,…To view the full exhibit click here
About ZIVO BIOSCIENCE, INC. (OTCMKTS:ZIVO)
Zivo Bioscience, Inc., formerly Health Enhancement Products, Inc., is a biotechnology company. The Company is engaged in the study, development and commercialization of naturally derived compounds and bioactive molecules created by algal and bacterial hosts. The Company focuses on research and identification of its bioactive ingredients. It focuses to sell natural bioactive ingredients derived from its algae cultures to animal, human and dietary supplement and medical food manufacturers. It is also engaged in development of biologically derived and synthetic candidates for medicinal and pharmaceutical applications in humans and animals, specifically focused on autoimmune and inflammatory response modulation. It focuses on developing, manufacturing, marketing and selling tests that allow users to optimize personal health and identify future health risks. The Company manufactures algal products and derivatives, and has various product platforms.