Private Placement Form 8 K

Item 3.02. Unregistered Sales of Equity Securities.

Between August 22, 2024 and October 17, 2024, Zivo Bioscience, Inc. (the "Company") sold 169,022 shares of the Company's common stock, par value $0.001, at prices per share between $8.34 and $16.31, and at an average price of $10.44 per share to a number of accredited investors. Of the total shares sold, 52,802 were sold to related parties at prices between $8.34 and $15.96, and an average of $9.68 per share. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The common stock was not registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and was offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. As of October 17, 2024, the Company has 3,535,134 common stock shares outstanding.