UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC D.C. 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): ~~April~~ February 828, ~~2019~~2020

_______________________________

PROTEO, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-30728	90-0019065
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2102 Business Center Drive, Irvine, California 92612
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (949) 253-4155
Not Applicable
(Former name or former address, if changed since last report)

_______________________________

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):

Nevada	000-30728	90-0019065
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

o2102 ~~Written~~Business ~~communications~~Center ~~pursuant~~Drive, toIrvine, ~~Rule 425 under the Securities Act (17 CFR 230.425)~~California 92612

o(Address ~~Soliciting~~of ~~material~~Principal ~~pursuant~~Executive ~~to Rule 14A-12 under the Exchange Act~~ Offices) (17Zip ~~CFR 240.14a-12~~Code)

~~o Pre-commencement communications pursuant to Rule 14d-2~~(b949) ~~under the Exchange Act (17 CFR.14d~~253-~~2(b))~~4155

~~o Pre-commencement communications pursuant to Rule 13e-4~~(c)Registrant’s ~~under~~telephone ~~the~~number, ~~Exchange~~including area ~~Act (17 CFR 240.13e-4(c~~code))

~~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~~Former ofname ~~this chapter)~~ or ~~Rule~~former ~~12b-2~~address, ofif ~~the~~changed ~~Securities~~since ~~Exchange~~last ~~Act of 1934 (§240.12b-2 of this chapter~~report).

~~Emerging~~Check the appropriate box below if the Form 8-K filing is intended ~~growth~~to ~~company o~~simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~If an~~☐ ~~emerging~~Written ~~growth~~communications ~~company,~~pursuant ~~indicate~~to byRule ~~check~~425 ~~mark~~under if the ~~registrant~~Securities ~~has~~Act ~~elected~~(17 ~~not~~CFR 230.425) ☐ Soliciting material pursuant to ~~use~~Rule 14a-12 under the ~~extended~~Exchange ~~transition~~Act ~~period~~(17 ~~for complying~~CFR ~~with~~240.14a-12) ~~any~~☐ ~~new~~Pre-commencement orcommunications ~~revised~~pursuant ~~financial~~to ~~accounting~~Rule ~~standards~~14d-2(b) ~~provided~~under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to ~~Section~~Rule 1313e-4(ac) ofunder the Exchange Act (17 CFR 240. o13e-4(c))

1Securities registered pursuant to Section 12(b) of the Act:

~~Item~~Title ~~1.01~~of ~~Entry~~each ~~Into~~Class aTrading ~~Material~~Symbol ~~Definitive~~Name ~~Agreement~~of each exchange on which registered None None None

OnIndicate ~~April~~by ~~10,~~check ~~2019, the~~mark ~~Registrant~~whether ~~entered into a Preferred Stock Purchase Agreement (~~the ~~“Agreement”)~~registrant ~~with~~is ~~SENATUS~~an ~~AG, a Swiss corporation~~emerging ~~(the~~growth ~~“Investor”).~~company ~~Pursuant~~as todefined ~~the~~in ~~Agreement,~~Rule ~~the~~405 ~~Registrant agreed to issue and sell to the Investor 1,000,000 shares~~ of the ~~Registrant’s~~Securities ~~Series~~Act ~~B-2 Preferred Stock (the “Purchase Shares”) at the price~~ of ~~EUR~~1933 ~~1.00 per share~~ (~~the “Purchase~~§ ~~Price”), for an aggregate purchase price of EUR 1,000,000~~230.405 ~~An initial closing~~ of ~~100,000~~this ~~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”~~chapter). ~~The Investor agreed to deliver EUR 100,000, which is the Purchase Price with respect to such Purchase Shares, on~~ or ~~before~~Rule ~~the~~12b-2 ~~Initial Closing Date. Subsequent closings~~ of the ~~remaining Purchase Shares will occur on the fifth (5th) business~~Securities ~~day~~Exchange ~~after~~Act ~~such date or dates that Investor delivers all or a portion~~ of ~~the~~1934 ~~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~~240. ~~The~~12b ~~terms~~2 of ~~the~~this ~~Series B-2 Preferred Stock are described in Item 3~~chapter).~~03 below.~~

~~Item~~Emerging ~~3.02~~growth ~~Unregistered~~company ~~Sales of Equity Securities~~☐

OnIf ~~April~~any ~~10,~~emerging ~~2019~~growth company, ~~the~~ ~~Registrant~~indicate ~~entered~~by ~~into~~check ~~the~~mark ~~Agreement~~if ~~described~~the registrant inhas ~~Item~~elected ~~1.01~~not ~~above. Pursuant~~ to ~~the~~use ~~Agreement,~~ the ~~Registrant~~extended ~~will~~transition ~~issue~~period ~~to the~~for ~~Investor~~complying ~~1,000,000~~with ~~shares~~any ofnew ~~Series~~or ~~B-2~~revised ~~Preferred~~financial ~~Stock~~accounting ~~in a transaction exempt from the registration requirements of the Securities~~standards ~~Act~~provided ofpursuant ~~1933,~~to asSection ~~amended,~~13(a) ~~by virtue~~ of the ~~exemptions~~Exchange ~~available under Regulation S and the rules promulgated thereunder~~Act. ☐

Item 31.0301 ~~Material~~Entry ~~Modification~~into ofa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

(a) On ~~April~~February 828, ~~2019~~2020, Proteo, Inc., (the “Registrant”) ~~filed~~entered into a ~~Certificate~~Common ofStock ~~Designation~~Purchase ~~with~~Agreement (the ~~Secretary~~“Bartels ofSPA”) ~~State~~with ofKai Bartels (“Bartels”). Pursuant to the ~~State~~Agreement, ofthe ~~Nevada~~Registrant agreed to ~~designate~~issue 1and sell to Bartels 4,~~000~~250,000 shares of ~~its~~the ~~authorized~~Registrant’s ~~preferred~~common stock as(the ~~Series~~“Bartels ~~B-2~~Purchase ~~Preferred~~Shares”) ~~Stock~~at the price of $0.0247 per share (the “Bartels Purchase Price”), for an aggregate purchase price of USD $104,975. The ~~rights~~Bartels Purchase Price was equal to the closing price of the Registrant’s common stock as quoted on the OTC Markets on February 25, ~~preferences~~2020. The closing of the issuance and sale by the Registrant of the Bartels Purchase Shares to Bartels will occur within five (5) working days following the date of the Bartels SPA upon the Registrant’s receipt of the Bartels Purchase Price. The foregoing is a summary description of certain terms of the Bartels SPA, and, ~~privileges~~by its nature, is incomplete. Copy of the ~~Series~~Bartels B-SPA is filed as Exhibit 10.1 ~~Preferred Stock~~to this Current Report on Form 8-K and is incorporated herein by reference. All readers are asencouraged ~~follows:~~to read the entire text of the Bartels SPA.

·(b) ~~Holders~~On ofFebruary ~~shares of Series B-2 Preferred Stock are entitled to receive~~29, ~~when~~2020, asthe ~~and~~Registrant ifentered ~~declared~~into bya ~~the~~Common ~~Board~~Stock ofPurchase ~~Directors~~Agreement ~~preferential dividends at~~ (the ~~per~~“Siebuhr ~~share~~SPA”) ~~rate~~with ofDiethelm 1Siebuhr (“Siebuhr”).5 ~~times~~Pursuant to the ~~per~~Agreement, ~~share~~the ~~amount~~Registrant ofagreed ~~each~~to ~~and~~issue ~~any cash~~ and ~~non-cash~~sell ~~dividend distributed~~ to ~~the~~Siebuhr ~~holders~~4,250,000 shares of the ~~Registrants~~Registrant’s common stock. ·(the ~~Except~~“Siebuhr asPurchase ~~otherwise~~Shares”) ~~required~~at ~~by law,~~ the ~~Series~~price ~~B-2~~of ~~Preferred~~$0.0247 ~~Stock~~per ~~shall~~share ~~have~~(the no“Siebuhr ~~voting~~Purchase ~~rights~~Price”), ~~and~~for ~~not~~an beaggregate ~~entitled~~purchase toprice ~~vote~~of asUSD a$104,975. ~~separate~~The ~~class~~Siebuhr onPurchase aPrice ~~matter~~was equal to bethe ~~voted~~closing onprice ~~by stockholders~~ of the Registrant.’s ·common ~~Upon~~stock ~~any~~as ~~liquidation,~~quoted ~~voluntary~~on orthe ~~otherwise,~~OTC ~~dissolution~~Markets oron ~~winding~~February up25, of2020. ~~the~~The ~~Registrant,~~closing ~~holders~~ of ~~Series~~the ~~B-2~~Siebuhr ~~Preferred~~Purchase ~~Stock~~Shares will beoccur ~~entitled~~within tofive ~~receive~~(5) ~~per~~working ~~share~~days ~~distributions~~following ~~equal to 1.5 times~~ the ~~rate~~date of ~~per~~the ~~share~~Siebuhr ~~distributions~~SPA toupon ~~be made to~~ the ~~holders of the~~ Registrant’s ~~common~~receipt ~~stock.~~of ~~· In~~ the ~~event~~Siebuhr ~~the~~Purchase ~~Registrant~~Price. ~~enters~~The ~~into~~foregoing ~~any~~is ~~consolidation,~~a ~~merger,~~summary ~~combination~~description ~~or other transaction in which the shares~~ of ~~common~~certain ~~stock~~terms of the ~~Registrant~~Siebuhr ~~are exchanged into other stock or securities~~SPA, ~~cash~~ and~~/or~~, ~~any~~by ~~other~~its ~~property~~nature, ~~then~~is inincomplete. ~~any~~Copy ~~such case each share~~ of ~~Series~~the ~~B-2~~Siebuhr ~~Preferred~~SPA ~~Stock~~is ~~shall~~filed ~~automatically~~as beExhibit ~~simultaneously~~10.2 ~~exchanged~~to ~~for~~this orCurrent ~~converted~~Report ~~into~~on ~~the~~Form ~~same~~8-K ~~stock or securities, cash~~ and~~/or~~ ~~other~~is ~~property~~incorporated atherein aby ~~rate~~reference. ~~per~~All ~~share~~readers ~~equal~~are encouraged to ~~1.5~~read ~~times~~ the ~~rate~~entire ~~per~~text ~~share~~of ~~that~~ the ~~common~~Siebuhr ~~stock is being exchanged or converted~~SPA.

~~The~~Item ~~foregoing~~3.02 ~~description of~~Unregistered ~~the~~Sales ~~terms~~ of ~~the~~Equity ~~Series B-2 Preferred Stock is qualified in its entirety by the provisions of the Certificate of Designation filed as Exhibit 3~~Securities.~~1 attached hereto.~~

2 On February 28, 2020, the Registrant entered into the Bartels SPA described in Item 1.01(a) above. Pursuant to the Bartels SPA, the Registrant will issue to Bartels 4,250,000 shares of the Registrant’s 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.

On February 29, 2020, the Registrant entered into the Siebuhr SPA described in Item 51.0301(b) ~~Amendments~~above. Pursuant to ~~Articles~~the ofSiebuhr ~~Incorporation~~SPA, orthe ~~Bylaws;~~Registrant will ~~Change~~issue to Siebuhr 4,250,000 shares of Registrant’s common stock in ~~Fiscal~~a ~~Year~~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.

OnItem 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 Stock9.01 ~~The~~Financial ~~Certificate~~Statements ~~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~~Exhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits. The following materials are filed as exhibits to this Current report on Form 8-K:

Exhibit No.	Description

10.1	Common Stock Purchase Agreement, dated February 28, 2020, between Proteo, Inc. and Kai Bartels

10.2	Common Stock Purchase Agreement, dated February 29, 2020, between Proteo, Inc. and Diethelm Siebuhr

Exhibit No.	Description
3.1	Certificate of Designation of Series B-2 Preferred Stock dated April 8, 2019
10.8	Preferred Stock Purchase Agreement dated April 10, 2019

3SIGNATURES

~~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.

~~Pursuant to the requirements of the Securities Exchange Act of 1934~~Proteo, ~~the~~Inc. ~~registrant~~By ~~has~~/s/ ~~duly~~Oliver ~~caused~~Wiedow ~~this~~Name: ~~report~~Oliver toWiedow beTitle: ~~signed~~Chief onExecutive ~~its~~Officer ~~behalf~~and byChief ~~the~~Financial ~~undersigned hereunto duly authorized.~~Officer

	PROTEO, INC.
Date: April 11, 2019	By: /s/ Oliver Wiedow
	Oliver Wiedow
	Chief Executive Officer

Date: March 3, 2020

~~EXHIBIT~~ INDEX TO EXHIBITS

Exhibit
Exhibit No.	Description
Number	Description
10.1	Common Stock Purchase Agreement, dated February 28, 2020, between Proteo, Inc. and Kai Bartels
3.1	Certificate of Designation
10.2	Common Stock Purchase Agreement, dated February 29, 2020, between Proteo, Inc. and Diethelm Siebuhr
10.8	Preferred Stock Purchase Agreement

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