PROTEO, INC. (OTCMKTS:PTEO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement
On April 10, 2019, the Registrant entered into a Preferred Stock Purchase Agreement (the “Agreement”) with SENATUS AG, a Swiss corporation (the “Investor”). to the Agreement, the Registrant agreed to issue and sell to the Investor 1,000,000 shares of the Registrant’s Series B-2 Preferred Stock (the “Purchase Shares”) at the price of EUR 1.00 per share (the “Purchase Price”), for an aggregate purchase price of EUR 1,000,000. An initial closing of 100,000 of the Purchase Shares will occur on June 30, 2019 or on such earlier date as the Investor and Registrant may agree (the “Initial Closing Date”). The Investor agreed to deliver EUR 100,000, which is the Purchase Price with respect to such Purchase Shares, on or before the Initial Closing Date. Subsequent closings of the remaining Purchase Shares will occur on the fifth (5th) business day after such date or dates that Investor delivers all or a portion of the Purchase Price with respect to such Purchase Shares; provided, however, that Investor shall deliver the Purchase Price for all remaining Purchase Shares on or before June 30, 2020. The terms of the Series B-2 Preferred Stock are described in Item 3.03 below.
Item 3.02 Unregistered Sales of Equity Securities
On April 10, 2019, the Registrant entered into the Agreement described in Item 1.01 above. to the Agreement, the Registrant will issue to the Investor 1,000,000 shares of Series B-2 Preferred 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.
Item 3.03 Material Modification of Rights of Security Holders
On April 8, 2019, the Registrant filed a Certificate of Designation with the Secretary of State of the State of Nevada to designate 1,000,000 shares of its authorized preferred stock as Series B-2 Preferred Stock. The rights, preferences, and privileges of the Series B-1 Preferred Stock are as follows:
| · | Holders of shares of Series B-2 Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors preferential dividends at the per share rate of 1.5 times the per share amount of each and any cash and non-cash dividend distributed to the holders of the Registrants common stock. |
| · | Except as otherwise required by law, the Series B-2 Preferred Stock shall have no voting rights and not be entitled to vote as a separate class on a matter to be voted on by stockholders of the Registrant. |
| · | Upon any liquidation, voluntary or otherwise, dissolution or winding up of the Registrant, holders of Series B-2 Preferred Stock will be entitled to receive per share distributions equal to 1.5 times the rate of per share distributions to be made to the holders of the Registrant’s common stock. |
| · | In the event the Registrant enters into any consolidation, merger, combination or other transaction in which the shares of common stock of the Registrant are exchanged into other stock or securities, cash and/or any other property, then in any such case each share of Series B-2 Preferred Stock shall automatically be simultaneously exchanged for or converted into the same stock or securities, cash and/or other property at a rate per share equal to 1.5 times the rate per share that the common stock is being exchanged or converted. |
The foregoing description of the terms of the Series B-2 Preferred Stock is qualified in its entirety by the provisions of the Certificate of Designation filed as Exhibit 3.1 attached hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 8, 2019, the Registrant filed a Certificate of Designation with the Secretary of State of the State of Nevada to designate 1,000,000 shares of its authorized preferred stock as Series B-2 Preferred Stock. The Certificate of Designation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference, describes the rights, preferences and privileges of the Series B-2 Preferred Stock.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. The following materials are filed as exhibits to this Current report on Form 8-K:
PROTEO INC Exhibit
EX-3.1 2 proteo_8k-ex0301.htm CERTIFICATE OF DESIGNATION Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City,…
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About PROTEO, INC. (OTCMKTS:PTEO)
Proteo, Inc. is a clinical-stage drug development company. The Company intends to develop, promote and market pharmaceuticals and other biotech products. The Company’s focus is on the development of anti-inflammatory treatments for rare diseases with unmet needs. The Company is engaged in the development of pharmaceuticals based on the body’s own tools and weapons to fight inflammatory diseases. The Company is focusing its research on the development of drugs based on the human protein, Elafin. The Company has obtained Orphan drug designations within the European Union for the use of Elafin for the treatment of pulmonary arterial hypertension and chronic thromboembolic pulmonary hypertension, as well as for the treatment of esophageal cancer. Within the United States, it has obtained Orphan drug designations for the use of Elafin for the treatment of pulmonary arterial hypertension, as well as for the prevention of inflammatory complications of transthoracic esophagectomy.
