Zivo Bioscience Inc 2025年季度报告

FORM10-Q (Mark One) For the quarterly period endedSeptember 30, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________. Commission File Number:001-40449 ZIVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada87-0699977(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 48084(Zip Code) Registrant’s telephone number, including area code:248-452-9866______________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated Filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ At November 9, 2025, there were3,888,595issued and outstanding shares of Common Stock of the registrant. FORM 10-QZIVO BIOSCIENCE, INC.INDEX Page PART I - FINANCIAL INFORMATION.Item 1. Condensed Financial Statements (Unaudited)3Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.20Item 3.Quantitative and Qualitative Disclosures About Market Risk.27Item 4.Controls and Procedures.27PART II - OTHER INFORMATION.Item 1.Legal Proceedings.30Item 1A. Risk Factors.30Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.30Item 3.Defaults upon Senior Securities.30Item 4.Mine Safety Disclosures.30Item 5.Other Information.30Item 6.Exhibits31 Table of Contents PART I - FINANCIAL INFORMATION ZIVO BIOSCIENCE, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(UNAUDITED) ZIVO BIOSCIENCE, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) ZIVO BIOSCIENCE, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’EQUITY (DEFICIT)FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024(UNAUDITED) ZIVO BIOSCIENCE, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’EQUITY (DEFICIT)FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024(UNAUDITED) ZIVO BIOSCIENCE, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS(UNAUDITED) ZIVO BIOSCIENCE, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) Supplemental Disclosure of Non-Cash Investing and Financing Activities: Nine months ended September 30, 2025: During the nine months ended September 30, 2025, the Company entered into seventeen Exchange Agreements which resulted in theissuance of 146,660 shares of common stock to various investors, including 47,320 shares of common stock to related parties. SeeNOTE 4 - DEFERRED R&D OBLIGATIONS - PARTICIPATION AGREEMENTS. The Company also exchanged $194,762 of accounts payable to related parties into 32,996 shares of common stock, see NOTE 5 –STOCKHOLDERS’ EQUITY – Equity Compensation – Directors’ Stock Awards. Additionally, in January 2025, the Company entered into a lease for a laboratory and office facility located in Fort Myers, Florida. Thelease is for 36 months in length and has an option to renew. The Company also entered into a separate lease for office space in Troy,Michigan. The office lease is for 63 months in length and has an option to renew. We have accounted for these two leases pursuant toASC 842 and have recorded total operating lease assets in the amount of $315,571, and lease liabilities of $315,571, at each leasecommencement, see NOTE 2 – LEASES. Nine months ended September 30, 2024: During the nine months ended September 30, 2024, the Company exchanged $172,670 in accounts payable to related parties for261,619 s