SCHEDULE: Strome Funds Restructure Zivo Bioscience Holdings

Strome Mezzanine Fund II absorbed Strome Mezzanine Fund, consolidating Zivo Bioscience shares and acquiring additional stock and warrants.

Summary

• Strome Mezzanine Fund (SMF) merged into Strome Mezzanine Fund II (SMFII) on December 31, 2025, with SMFII as the surviving entity.
• As a result of the merger, SMFII now holds 75,939 shares of Zivo Bioscience Common Stock previously held by SMF.
• SMFII subsequently acquired an additional 20,000 shares of Common Stock and a warrant for 2,000 shares from Zivo Bioscience on February 12, 2026, for $9.77 per share.
• Mark E. Strome beneficially owns 472,942 shares, representing 12.10% of Zivo Bioscience's Common Stock.
• Strome Group, Inc. and Strome Investment Management, LP each beneficially own 278,639 shares, representing 7.13%.
• Strome Mezzanine Fund II beneficially owns 266,198 shares, representing 6.81%.
• The percentages are based on 3,888,595 shares of Common Stock outstanding as of November 9, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a largely neutral event for Zivo Bioscience, primarily reflecting an internal reorganization of the Strome investment funds. The acquisition of additional shares and warrants by SMFII, however, indicates continued investment and confidence from a significant shareholder.

Positives

• Strome Mezzanine Fund II acquired an additional 20,000 shares and warrants for 2,000 shares, indicating continued investment in Zivo Bioscience.

Risks

• No specific risks related to Zivo Bioscience's operations or financial health are mentioned in this Schedule 13D/A filing. The filing focuses on ownership changes.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding Zivo Bioscience's future operations or financial performance, focusing instead on changes in beneficial ownership by the Strome entities.

Industry Context

StockSavvy.ai notes that this filing primarily reflects an internal restructuring and consolidation of investment vehicles within the Strome Group, rather than a direct strategic move impacting Zivo Bioscience's industry position. The acquisition of additional shares and warrants by SMFII suggests continued confidence in Zivo Bioscience by the Strome entities.

Comparison to Industry Standards

• This filing details changes in beneficial ownership and an internal fund merger, which are not directly comparable to industry-standard operational or financial results. The acquisition price of $9.77 per share for additional stock and warrants would need to be assessed against Zivo Bioscience's market price and peer valuations at the time of the transaction for a meaningful comparison.

Related Party Transactions

• The acquisition of 20,000 shares and warrants by SMFII from the Issuer on February 12, 2026, can be considered a related party transaction given the significant beneficial ownership of the Strome entities.

Stakeholder Impact

• Shareholders: The internal restructuring of Strome funds does not directly impact other shareholders, but the continued investment and slight increase in overall Strome Group's stake (due to the new acquisition) could be seen as a positive signal.
• Company (Zivo Bioscience): The company received capital from the sale of 20,000 shares and warrants to SMFII.

Key Dates

Recommendation

The filing primarily details an internal restructuring of investment funds and a minor additional investment by a significant shareholder. While the continued investment by Strome entities is a positive signal, there is insufficient new information regarding Zivo Bioscience's operational performance, strategic direction, or financial health to warrant a change from a 'hold' position based solely on this filing.

Keywords

Zivo Bioscience, ZIVO, Schedule 13D, Beneficial Ownership, Strome Group, Strome Mezzanine Fund II, Merger, Common Stock, Warrants, Investment