Current Report Filing (8-k)
15 December 2018 - 8:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 12, 2018
PROTEO, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-30728
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90-0019065
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(State of other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2102 Business Center Drive, Irvine, California 92612
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code:
(949) 253-4155
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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o
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Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
o
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Item 1.01
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Entry Into a Material Definitive Agreement
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On December 12, 2018,
Proteo, Inc., (the “Registrant”) entered into a Common Stock Purchase Agreement (the “Agreement”) with
the purchaser of its stock, Jork von Reden (the “Investor”), who is also a member of the Registrant’s board of
directors. Pursuant to the Agreement, the Registrant agreed to issue and sell to the Investor 1,000,000 shares of the Registrant’s
Common Stock (the “Purchase Shares”) at the price of $0.08 per share (the “Purchase Price”), for an aggregate
purchase price of USD $80,000. The Purchase Price was equal to the closing price of the Registrant’s common stock as quoted
on the OTCQB on December 6, 2018. The initial closing of 500,000 of the Purchase Shares will occur upon the Registrant’s
receipt of the initial payment of $40,000 of the Purchase Price. A second closing of the remaining 500,000 Purchase Shares will
occur on December 27, 2018 (the “Second Closing Date”). The Investor agreed to pay the remaining USD $40,000 Purchase
Price with respect to the remaining Purchase Shares on or before the Second Closing Date.
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Item 3.02
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Unregistered Sales of Equity Securities
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On December 12, 2018,
the Registrant entered into the Agreement described in Item 1.01 above. Pursuant to the Agreement, the Registrant will issue to
the Investor 1,000,000 shares of Common Stock in a transaction exempt from the registration requirements of the Securities Act
of 1933, as amended, by virtue of the exemptions available under Regulation S and the rules promulgated thereunder.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
The following materials are filed as exhibits to this Current report on Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PROTEO, INC.
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Date: December 14, 2018
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By:
/s/ Dr. Oliver Wiedow
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Dr. Oliver Wiedow
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Chief Executive Officer
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