8-K: ZIVO Bioscience Appoints Interim CFO Amid Leadership Change

ZIVO Bioscience announces the immediate resignation of its CFO, Keith R. Marchiando, and the appointment of William A. Sullivan as Interim CFO.

Summary

• Keith R. Marchiando resigned as Chief Financial Officer of ZIVO Bioscience, Inc. effective December 19, 2025, with his employment ending December 31, 2025.
• Mr. Marchiando will receive his present salary of $27,040 per month until December 31, 2026, and retains an option to acquire 150,000 common shares at an exercise price of $7.96 per share, exercisable until June 30, 2027.
• William A. Sullivan has been appointed as the company's Interim Chief Financial Officer, effective December 19, 2025.
• Mr. Sullivan, 54, brings over 25 years of finance and accounting experience, including 15 years in life sciences and biotechnology, having served as CFO for several public and private companies.
• Mr. Sullivan will serve as an independent contractor, compensated at $285.00 per hour worked, under an initial 60-day agreement with automatic one-month renewals.
• His responsibilities include building internal finance capabilities, overseeing financial operations, managing public company filings, leading fundraising rounds, raising working capital debt, and ensuring exchange re-listing requirements are met.
• Both separation and services agreements include confidentiality and non-disparagement clauses, with Mr. Sullivan also subject to non-solicitation and non-diversion covenants.

Sentiment

Score: 4

Explanation: The immediate departure of the CFO and the explicit mention of potential liquidity constraints and the need for significant fundraising efforts are strong negative indicators. While the appointment of an experienced interim CFO with a clear mandate is a positive step, it primarily addresses existing challenges rather than signaling immediate strength or positive performance.

Positives

• Appointment of an experienced Interim CFO, William A. Sullivan, with over 25 years in finance and 15 years in life sciences/biotechnology, including prior CFO roles at public companies.
• Mr. Sullivan's mandate includes critical tasks such as leading fundraising rounds, raising working capital debt, and ensuring exchange re-listing requirements, indicating a proactive approach to financial stability and growth.
• The company has a clear plan for the transition of the CFO role, with a separation agreement in place for the outgoing CFO and a services agreement for the interim CFO.

Negatives

• The immediate resignation of the Chief Financial Officer, Keith R. Marchiando, creates a leadership void.
• The separation agreement for the outgoing CFO mentions a clause allowing for deferred salary payments if the company faces 'temporary liquidity constraints,' suggesting potential financial challenges.
• The interim nature of the new CFO appointment may indicate a lack of long-term stability in the finance leadership role at this time.

Risks

• Potential for temporary liquidity constraints, as indicated by the clause in the separation agreement allowing for deferred salary payments to the outgoing CFO.
• The company's need to 'anticipate and lead successful fundraising rounds' and 'raise working capital debt' highlights ongoing capital requirements and potential dilution for existing shareholders.
• The requirement to 'ensure ZIVO meets all exchange re-listing requirements' suggests the company may be facing challenges with its current listing status or compliance.

Future Outlook

The company's future outlook, as indicated by the interim CFO's responsibilities, is focused on strengthening financial operations, ensuring compliance with public company standards, and actively pursuing fundraising initiatives to support growth and meet re-listing requirements. This suggests a strategic emphasis on financial stability and capital acquisition.

Management Comments

• John Payne, CEO, signed the 8-K report on behalf of ZIVO Bioscience, Inc.

Industry Context

The appointment of an interim CFO with extensive experience in the life sciences and biotechnology industry suggests ZIVO Bioscience is seeking to leverage specialized expertise to navigate its financial and strategic challenges. This move is common in smaller, high-growth biotech firms that require robust financial leadership to manage R&D costs, secure funding, and prepare for commercialization, often amidst fluctuating market conditions and regulatory demands.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for dilution due to anticipated fundraising activities (equity raises) and increased debt. The CFO change and liquidity concerns may introduce uncertainty.
• Employees: The outgoing CFO's employment ends, and the interim CFO is an independent contractor, indicating a shift in the finance department's structure. The mention of potential payroll deferrals due to liquidity constraints could impact employee morale and financial security.
• Creditors/Lenders: The company's explicit need to raise working capital debt suggests active engagement with lenders, potentially impacting creditworthiness and future borrowing terms.
• Regulatory Bodies (SEC, OTC): The interim CFO's mandate to ensure SEC filing accuracy and meet exchange re-listing requirements directly addresses compliance and regulatory standing.

Next Steps

• The company will need to identify and appoint a permanent Chief Financial Officer following the interim period.
• William A. Sullivan, as Interim CFO, will focus on building internal finance capabilities, overseeing financial operations, and ensuring timely and accurate public company filings.
• A key immediate next step for the Interim CFO is to anticipate and lead successful fundraising rounds and raise working capital debt.
• The Interim CFO will work to ensure ZIVO Bioscience meets all exchange re-listing requirements.

Key Dates

Recommendation

The immediate resignation of the CFO, coupled with explicit mentions of potential liquidity constraints and the urgent need for fundraising and re-listing compliance, signals significant financial challenges. While the appointment of an experienced interim CFO with a clear mandate to address these issues is a positive step towards stabilization, the underlying financial pressures warrant caution. An investor should hold their position to observe the effectiveness of the new interim CFO's initiatives, particularly regarding successful capital raises and improved financial stability, before considering further investment or divestment.

Keywords

CFO resignation, Interim CFO appointment, ZIVO Bioscience, Executive change, Financial leadership, SEC filing, Corporate governance, Fundraising, Liquidity, Biotechnology