ZIVO Bioscience Announces Pricing of $4.0 Million Registered Direct Offering Priced At-The-Market

Zivo Bioscience, Inc. (NASDAQ: ZIVO), a biotech/agtech R&D company engaged in the development of therapeutic, medicinal and nutritional product candidates derived from proprietary algal cultures, today announced that it has entered into a securities purchase agreement with a single institutional investor to purchase 1,498,130 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company also agreed to issue and sell to the investor Series A warrants to purchase up to an aggregate of 1,498,130 shares of common stock and Series B warrants to purchase up to an aggregate of 1,498,130 shares of common stock. The combined effective offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying Series A and Series B warrant is $2.67.

The gross proceeds to the Company from the registered direct offering and concurrent private placement are estimated to be approximately $4.0 million before deducting the placement agent’s fees and other estimated offering expenses payable by the Company. The offering is expected to close on or about July 5, 2023, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

Each series of warrants will have an exercise price of $2.80 per share and will be immediately exercisable. The Series A warrants will have a term of two years from the date of issuance and the Series B warrants will have a term of five years from the date of issuance.

The shares of common stock (or pre-funded warrants in lieu thereof) are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333- 259082), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 3, 2021. The offering of shares of common stock (or pre-funded warrants in lieu thereof) will be made only by means of a prospectus supplement that forms a part of such registration statement. The warrants to be issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.