Strome funds lift Zivo (ZIVO) stake to 12.1% with new share buy

Rhea-AI Filing Summary

Strome-affiliated investors updated their ownership in Zivo Bioscience’s common stock. Mark E. Strome now reports beneficial ownership of 472,942 shares, or 12.10% of the company’s 3,888,595 shares outstanding as of November 9, 2025.

Strome Mezzanine Fund II holds 266,198 shares, representing 6.81% of the company, after merging with Strome Mezzanine Fund on December 31, 2025 and becoming the surviving entity. SMF ceased to hold any shares following this merger.

On February 12, 2026, Strome Mezzanine Fund II acquired 20,000 shares of Zivo Bioscience at $9.77 per share under a Securities Purchase Agreement and received a warrant, for no additional consideration, exercisable for 2,000 additional shares at $9.77 per share, subject to adjustments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Zivo Bioscience

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

98978N101

(CUSIP Number)

Strome Group, Inc.
Attn: Mark E. Strome 14120 Ventura Blvd., Suite C-525
Sherman Oaks, CA, 91423
3108509700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 98978N101

1

Name of reporting person

Mark E. Strome

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 194,303.00
8	Shared Voting Power 278,639.00
9	Sole Dispositive Power 194,303.00
10	Shared Dispositive Power 278,639.00

11

Aggregate amount beneficially owned by each reporting person

472,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.10 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No. 98978N101

1

Name of reporting person

Strome Group, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 278,639.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 278,639.00

11

Aggregate amount beneficially owned by each reporting person

278,639.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.13 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 98978N101

1

Name of reporting person

Strome Investment Management, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 278,639.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 278,639.00

11

Aggregate amount beneficially owned by each reporting person

278,639.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.13 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 98978N101

1

Name of reporting person

Strome Mezzanine Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 98978N101

1

Name of reporting person

Strome Mezzanine Fund II, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 266,198.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 266,198.00

11

Aggregate amount beneficially owned by each reporting person

266,198.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.81 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $.001 per share
(b)	Name of Issuer: Zivo Bioscience
(c)	Address of Issuer's Principal Executive Offices: 21 E. Long Lake Road, Suite 100, Bloomfield Hills, MICHIGAN , 48304.
Item 2.	Identity and Background
(a)	1. Mark E. Strome 2. Strome Group, Inc. 3. Strome Investment Management, LP ("Manager") 4. Strome Mezzanine Fund, LP ("SMF") 5. Strome Mezzanine Fund II, LP ("SMFII," and together with SMF, the "Funds").
(b)	1. Mr. Strome, Strome Group, Inc. and the Manager: 14120 Ventura Blvd., Ste C-525, Sherman Oaks, CA 91423 2. The Funds: 1688 Meridian Ave., Suite 727, Miami Beach, Florida 33139
(c)	1. Mr. Strome: President of the Strome Group, Inc. 2. Strome Group Inc.: holding company for business investment 3. Manager: general partner and investment manager of the Funds 4. Funds: to make investments
(d)	No
(e)	No
(f)	1. Mr. Strome: United States 2. Strome Group, Inc., the Manager and the Funds: Delaware
Item 3.	Source and Amount of Funds or Other Consideration
	As a result of the merger described in Item 4, SMFII, as the surviving entity, succeeded to the 75,939 shares of Common Stock held by SMF immediately prior to the merger, and did not pay any consideration in connection therewith.
Item 4.	Purpose of Transaction
	On December 31, 2025, the Funds effected a merger, with SMF merging into SMFII and SMFII as the surviving entity, by filing a Certificate of Merger with the Delaware Secretary of State. As a result of the merger, 75,939 shares of Common Stock held by SMF immediately prior to the merger are now held by SMFII.
Item 5.	Interest in Securities of the Issuer
(a)	Mark E. Strome: 1. Aggregate number: 472,942 2. Aggregate percentage: 12.10% Strome Group, Inc.: 1. Aggregate number: 278,639 2. Aggregate percentage: 7.13% Manager: 1. Aggregate number: 278,639 2. Aggregate percentage: 7.13% SMF: 1. Aggregate number: 0 2. Aggregate percentage: 0.00% SMFII: 1. Aggregate number: 266,198 2. Aggregate percentage: 6.81% The aggregate percentage reported herein and on pages 2-5 hereof are based on 3,888,595 shares of Common Stock outstanding as of November 9, 2025.
(b)	Mark E. Strome: 1. Sole voting power: 194,303 2. Shared voting power: 278,639 3. Sole dispositive power: 194,303 4. Shared dispositive power: 278,639 Strome Group, Inc.: 1. Sole voting power: 0 2. Shared voting power: 278,639 3. Sole dispositive power: 0 4. Shared dispositive power: 278,639 Manager: 1. Sole voting power: 0 2. Shared voting power: 278,639 3. Sole dispositive power: 0 4. Shared dispositive power: 278,639 SMF: 1. Sole voting power: 0 2. Shared voting power: 0 3. Sole dispositive power: 0 4. Shared dispositive power: 0 SMFII: 1. Sole voting power: 0 2. Shared voting power: 266,198 3. Sole dispositive power: 0 4. Shared dispositive power: 266,198
(c)	On February 12, 2026, SMFII entered into a Securities Purchase Agreement with the Issuer, pursuant to which SMFII acquired 20,000 shares of Common Stock for $9.77 per share and Common Stock purchase warrant for no additional consideration that is exercisable for 2,000 shares of Common Stock at $9.77 per share, subject to certain adjustments. The shares are included in the aggregate number and percentage of the shares of Common Stock outstanding beneficially owned by each Reporting Person reported in paragraph (b) above and on pages 2-5 hereof.
(d)	Not applicable.
(e)	On December 31, 2025, in connection with the merger described in Item 4, SMF ceased to hold any shares of Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as described elsewhere in this statement, no Reporting Person is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement dated February 27, 2026, by and among Mark E. Strome, Strome Group, Inc., Strome Investment Management, LP, Strome Mezzanine Fund, LP and Strome Mezzanine Fund II, LP.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mark E. Strome

Signature:	/s/ Mark E. Strome
Name/Title:	Mark E. Strome
Date:	02/27/2026

Strome Group, Inc.

Signature:	/s/ Mark E. Strome
Name/Title:	Mark E. Strome/President
Date:	02/27/2026

Strome Investment Management, LP

Signature:	/s/ Mark E. Strome
Name/Title:	Mark E. Strome/President of Strome Group, Inc., GP of Strome Investment Management, LP
Date:	02/27/2026

Strome Mezzanine Fund, LP

Signature:	/s/ Mark E. Strome
Name/Title:	Mark E. Strome/President of Strome Group, Inc., GP of Strome Investment Management, LP, GP of Strome Mezzanine Fund II, LP, surviving entity of merger
Date:	02/27/2026

Strome Mezzanine Fund II, LP

Signature:	/s/ Mark E. Strome
Name/Title:	Mark E. Strome/President of Strome Group, Inc., GP of Strome Investment Management, LP, GP of Strome Mezzanine Fund II, LP
Date:	02/27/2026

FAQ

What percentage of Zivo Bioscience (ZIVO) does Mark E. Strome now own?

Mark E. Strome beneficially owns 472,942 Zivo Bioscience shares, equal to 12.10% of the company’s common stock. This percentage is based on 3,888,595 shares outstanding as of November 9, 2025, as disclosed in the ownership statement.

How many Zivo Bioscience (ZIVO) shares does Strome Mezzanine Fund II hold?

Strome Mezzanine Fund II beneficially owns 266,198 Zivo Bioscience common shares, representing 6.81% of the outstanding stock. These holdings include shares it succeeded to from Strome Mezzanine Fund following their merger effective December 31, 2025.

What transaction did Strome Mezzanine Fund II execute with Zivo Bioscience (ZIVO) on February 12, 2026?

On February 12, 2026, Strome Mezzanine Fund II bought 20,000 Zivo Bioscience shares at $9.77 per share. It also received a warrant, for no additional consideration, exercisable for 2,000 shares at $9.77 per share, subject to adjustments.

Why did Strome Mezzanine Fund cease holding Zivo Bioscience (ZIVO) shares?

Strome Mezzanine Fund ceased holding Zivo Bioscience shares because it merged into Strome Mezzanine Fund II on December 31, 2025. As a result, the 75,939 shares previously held by Strome Mezzanine Fund are now held by Strome Mezzanine Fund II as the surviving entity.

What is the aggregate Zivo Bioscience (ZIVO) stake reported for Strome Group, Inc. and its manager?

Strome Group, Inc. and Strome Investment Management each report beneficial ownership of 278,639 Zivo Bioscience shares, equal to 7.13% of the common stock. They report shared voting and dispositive power over these shares, reflecting their investment management roles.

How many Zivo Bioscience (ZIVO) shares are outstanding according to this ownership filing?

The ownership report states that Zivo Bioscience had 3,888,595 shares of common stock outstanding as of November 9, 2025. All reported ownership percentages, including the 12.10% stake held by Mark E. Strome, are calculated using this outstanding share figure.