SEC Comment Letter 0000000000-24-005077 to Zivo Bioscience, Inc. (ZIVO, ZIVOW) (CIK 0001101026) (ZIVO)
Zivo Bioscience, Inc. (ZIVO, ZIVOW) (CIK 0001101026)
Date: May 3, 2024 · CIK: 0001101026 · Accession: 0000000000-24-005077
AI Filing Summary & Sentiment
File numbers found in text: 001-40449
Letter
United States securities and exchange commission logo May 3, 2024 Keith Marchiando Chief Financial Officer Zivo Bioscience, Inc. 21 East Long Lake Road , Suite 100 Bloomfield Hills , MI 48304 Re:Zivo Bioscience, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 001-40449 Dear Keith Marchiando: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe the comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2023 Notes to Consolidated Financial Statements Note 8 - Deferred R&D Obligations - Participation Agreements, page F-16 1.We note your disclosure regarding the accounting for your Participation Agreements on page F-16 as well as the related restatement disclosures provided in your Item 4.02 Form 8-K dated April 15, 2022. Please address the following:
•Provide us with a detailed analysis supporting your accounting treatment of these Participation Agreements as research & development arrangements under ASC 730- 20-25 and clearly explain why you determined that your prior accounting as sales of future revenues under ASC 470-10 was in error. •Provide us with an example of one of the Participation Agreements that clearly outlines the significant terms of the agreements, including the revenue share and your obligations to perform R&D services. •Explain your accounting for the buy back option included in the agreements.
FirstName LastNameKeith Marchiando Comapany NameZivo Bioscience, Inc. May 3, 2024 Page 2 FirstName LastName Keith Marchiando Zivo Bioscience, Inc. May 3, 2024 Page 2 •Clarify whether you have a continuing obligation to provide the participants with a share of revenues, and if so, how this revenue share will be accounted for given that your deferred R&D obligation appears to be fully amortized as of December 31, 2023. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
May 3, 2024
Keith Marchiando
Chief Financial Officer
Zivo Bioscience, Inc.
21 East Long Lake Road , Suite 100
Bloomfield Hills , MI 48304
Re:Zivo Bioscience, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed March 15, 2024
File No. 001-40449
Dear Keith Marchiando:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements
Note 8 - Deferred R&D Obligations - Participation Agreements, page F-16
1.We note your disclosure regarding the accounting for your Participation Agreements on
page F-16 as well as the related restatement disclosures provided in your Item 4.02 Form
8-K dated April 15, 2022. Please address the following:
•Provide us with a detailed analysis supporting your accounting treatment of these
Participation Agreements as research & development arrangements under ASC 730-
20-25 and clearly explain why you determined that your prior accounting as sales of
future revenues under ASC 470-10 was in error.
•Provide us with an example of one of the Participation Agreements that clearly
outlines the significant terms of the agreements, including the revenue share and your
obligations to perform R&D services.
•Explain your accounting for the buy back option included in the agreements.
FirstName LastNameKeith Marchiando
Comapany NameZivo Bioscience, Inc.
May 3, 2024 Page 2
FirstName LastName
Keith Marchiando
Zivo Bioscience, Inc.
May 3, 2024
Page 2
•Clarify whether you have a continuing obligation to provide the participants with a
share of revenues, and if so, how this revenue share will be accounted for given that
your deferred R&D obligation appears to be fully amortized as of December 31,
2023.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences