ZIVO Bioscience to delist from OTC markets and file Form 15 to end SEC reporting

ZIVO Bioscience, Inc. (OTCQB: ZIVO) said its board of directors has decided to voluntarily delist its common stock and warrants from the OTC markets and to terminate its registration with the Securities and Exchange Commission. The company announced the decision in a press release filed as an exhibit to an 8-K on March 30, 2026. It plans to file a Form 15 on or around that date to deregister its securities and suspend its reporting obligations.

What ends when the form is filed

Once the Form 15 is filed, the company's obligation to file Exchange Act reports, including Forms 10-K, 10-Q and 8-K, will immediately cease. The release says the form will suspend the company's reporting obligations under the Securities Exchange Act of 1934. In practice, that means investors will no longer receive the regular filings that describe the company's finances, its losses and its cash position.

The release says the company remains focused on its animal health and nutrition segments and operations, and that management intends to continue executing its strategic plan. It does not, however, describe the plan in any detail.

The reason given

The board says the costs and administrative burdens of SEC reporting are no longer in the best interests of the company and its stockholders. It cites legal, accounting and administrative expenses as a significant financial burden that diverts resources from core business operations. The board believes deregistration will reduce ongoing compliance costs and redirect financial and management resources toward the business.

The release does not quantify those costs. It does not say how much the company spends on reporting each year, or how much of the saving it expects to keep.

The last full year in the filings

The company's 10-K for 2024, which describes ZIVO as a research and development company in both the biotech and agtech sectors, reports a net loss of $13.4 million for 2024, against $7.8 million for 2023. Research and development expense rose to $3.1 million from $1.4 million. Revenue was $157,220, up from $27,650.

Cash used in operations was $4.3 million for 2024, down from $5.8 million for 2023. Year-end cash and cash equivalents were $1.5 million for 2024, against $274,380 at the end of 2023, according to the company's 10-Q filed in November 2025.

The 10-Q reports cash and cash equivalents of $57,222 at September 30, 2025. That is a small balance against a 2024 net loss of $13.4 million, and the release does not mention cash at all.

What the product pipeline was

The 10-K describes an intellectual property portfolio of proprietary algal and bacterial strains. Its therapeutic programs target human and animal diseases, including poultry coccidiosis, bovine mastitis, human cholesterol and canine osteoarthritis. The 10-K also describes using the algal culture in whole form as a food product.

What holders lose

The delisting from the OTC markets removes the stock and warrants from the quotation system that gives them a public price. The Form 15 removes the public record that comes with SEC filings. Holders who want information about the company after the filing will depend on whatever the company chooses to publish voluntarily.

The release frames deregistration as a benefit to stockholders. For those holders, the trade-off is a company that will no longer have to explain its results in a regular public filing, at a time when its last reported cash balance was small.

What the announcement does not say

The release does not say when the company expects to resume reporting, whether it plans to pay down any liabilities before deregistering, or how stockholders can reach the company after the filing. It also does not say whether the warrants will remain outstanding after delisting.

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