8-K/A: Zivo Bioscience Corrects Date in Stock Award Filing for Unpaid Director Fees

Zivo Bioscience files an amendment to correct a typographical error in the date of a stock award for unpaid director fees.

Summary

• Zivo Bioscience filed an amendment to a previous 8-K report to correct a date related to a stock award.
• The original filing incorrectly stated the date as December 29, 2024, which has been corrected to December 29, 2023.
• The stock award was granted to non-employee board members in lieu of unpaid fees for the 2023 calendar year.
• A total of 261,619 shares were awarded to the three non-employee directors.
• The total unpaid fees amounted to $172,670, which was grossed up for taxes at a 45% rate.
• The share price used to calculate the number of shares was $1.20 per share, based on the closing price on December 29, 2023.
• Alison Cornell received 95,134 shares, Chris Maggiore received 81,544 shares, and Nola Masterson received 84,941 shares.
• The stock awards were exempted from the annual limitation of awards to non-employee directors under the Director Equity Plan.

Sentiment

Score: 6

Explanation: The document is primarily a correction of a previous filing, which is neutral. The use of stock to pay fees is a slight negative, but the correction is a positive.

Positives

• The company has resolved the issue of unpaid director fees by issuing stock.
• The stock awards were exempted from the annual limitation of awards to non-employee directors, indicating flexibility in compensation.
• The company has corrected a filing error promptly.

Negatives

• The company had unpaid director fees of $172,670.
• The company needed to issue stock to cover these unpaid fees.

Risks

• The company's reliance on stock awards to compensate directors may dilute shareholder value.
• The need to correct a filing error may raise concerns about internal controls.

Industry Context

The use of stock awards in lieu of cash compensation is not uncommon, particularly for smaller companies or those facing cash constraints. This practice can help conserve cash but may dilute existing shareholders.

Comparison to Industry Standards

• Many small-cap and biotech companies use stock options and awards as part of their compensation packages, especially for non-employee directors.
• The practice of using a prior date's closing price to determine the number of shares is standard.
• The 45% tax gross-up is a common practice to ensure directors receive the intended net compensation.

Stakeholder Impact

• Shareholders may experience slight dilution due to the issuance of new shares.
• Non-employee directors have received compensation for their services.

Key Dates

Keywords

stock award, director fees, unpaid fees, Zivo Bioscience, 8-K/A, corporate governance, equity compensation