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 22, 2006
PROTEO, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-32849 88-0292249
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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2102 BUSINESS CENTER DRIVE, IRVINE, CALIFORNIA 92612
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (949) 253-4616
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
|_| Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
On December 22, 2006, the Registrant entered into a Common Stock Purchase Agreement (the "Agreement") with FIDEsprit AG, a Swiss corporation (the "Investor"). Pursuant to the Agreement, the Registrant is issuing and selling to the Investor 1,500,000 shares of the Registrant's common stock at a purchase price of $0.60 per share, for an aggregate purchase price $900,000. In payment of the purchase price, the Investor has delivered to the Registrant a promissory note in the principle amount of $900,000. The promissory note does not bear any interest, and is payable in five installments of $180,000, with the first payment due on the date the shares are issued followed by four quarterly payments commencing on March 31, 2007. The promissory note is guaranteed by Axel J. Jutscher, the managing director of the Investor.
On December 22, 2006 the Registrant entered into the Agreement described in Item 1.01 above. Pursuant to the Agreement the Registrant will issue to the Investor 1,500,000 shares of common stock in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of the exemption under Regulation S promulgated thereunder.
(c) Exhibits. The following materials are filed as exhibits to this Current report on Form 8-K:
Exhibit Number ------- ------ 10.5 Common Stock Purchase Agreement 10.6 Promissory Note |
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.
PROTEO, INC.
Date: December 22, 2006 By: /s/ BIRGE BARGMANN
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Birge Bargmann
Chief Executive Officer
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Exhibit 10.5
PROTEO, INC.
This Common Stock Purchase Agreement ("Agreement") is made this 22nd day of December, 2006 by and between PROTEO, INC., a Nevada corporation with its principal place of business at 2102 Business Center Drive, Irvine, CA 92612 (the "Company") and the Purchaser of its stock, FIDEsprit AG, a Swiss corporation with its principal place of business at Rosengartenstr. 4, CH-8608 Bubikon, Switzerland ("Purchaser").
A. The Company is engaged in research and development of pharmaceuticals. The Company now is willing to sell shares of its common stock, on terms as stated herein.
B. The Company has authorized 300,000,000 shares of common stock and 10,000,000 shares of preferred stock. Currently, 22,379,350 shares of the Company's common stock are issued and outstanding. As of the date hereof, no preferred stock has been issued.
C. Purchaser and the Company now mutually desire for Purchaser to purchase 1,500,000 shares of the Company's common stock at the price per share determined herein, on the terms and conditions stated herein.
In consideration of the mutual promises, representations, warranties and conditions set forth in this Agreement, the Company and Purchaser agree as follows.
1. Purchase and Sale of Shares.
1.1 SALE OF SHARES. The Company has authorized the issuance and sale of 1,500,000 shares. (the "Purchase Shares") under this Agreement.
1.2 PRICE PER SHARE. The price per share shall be $0.60 per share, totaling to $900,000 for the Purchase Shares.
In reliance upon Purchaser representations and warranties contained in Section 4 hereof, and subject to the terms and conditions set forth herein, the Company hereby agrees to sell to Purchaser shares of the Company's common stock.
2. CLOSING: ISSUANCE AND DELIVERY OF SHARES: CONDITIONS.
2.1 CLOSING(S). The closing of the sale under this Agreement (the "Closing"), shall be held within five (5) working days upon the date of the Agreement ("Closing Date"), at the offices of the Company or on such earlier date or at such other place as the Parties may agree.
2.2 PAYMENT OF PURCHASE PRICE. At the Closing session, the Purchaser shall deliver appropriate promissory note for the payment of the purchase price as determined in paragraph 1.2. payable in five (5) equal monthly installments in the amount of $180,000 each, the first falling due upon issuance of the Purchase Shares, the second falling due on March 31, 2007, the third on June 30, 2007, the fourth on September 30, 2007 and the last falling due on December 31, 2007. Any payment shall be in United States funds by check, cash, by wire transfer or by other means of payment as shall have been agreed upon by the Purchasers and the Company prior to payment.
2.4 ISSUANCE AND DELIVERY. At the Closing session, subject to the terms and conditions hereof, the Company shall deliver an irrevocable instruction to the Company's secretary to issue and deliver to Purchaser appropriate stock certificates, registered in the name of the Purchaser for the Shares, or his designee.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company hereby represents and warrants to Purchasers as of the date hereof as follows, and all such representations and warranties shall be true and correct as of any Closing Date as if then made and shall survive the Closing.
3.1 ORGANIZATION. The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of Nevada. The Company has all requisite power and authority to own or lease its properties and to conduct its business as now conducted. The Company holds all licenses and permits required for the conduct of its business as now conducted, which, if not obtained, would have a material adverse effect on the business, financial condition or results of operations of the
Company taken as a whole. The Company is qualified as a foreign corporation and is in good standing in any states where the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business, financial condition or results of operations of the Company taken as a whole.
3.2 CAPITALIZATION. The Company is authorized to issue 300,000,000 shares of Common Stock of which 22,379,350 shares are outstanding at the date of this Agreement. All of the issued and outstanding shares of Common Stock on the Closing Date are or will have been duly authorized, validly issued and then fully paid and non-assessable. The Company's right to issue shares of its stock otherwise shall not be limited by any provision herein.
3.3 AUTHORITY. The Company has all requisite power and authority to enter into this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the part of the Company, and upon their execution and delivery by the Company, such documents will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
3.4 ISSUANCE OF SHARES. The Shares, when issued pursuant to the terms of this Agreement, will be duly and validly authorized and issued, fully paid and non-assessable.
3.5 NO CONFLICT WITH LAW OR DOCUMENTS. The execution, delivery and consummation of this Agreement, and the transactions contemplated hereby and thereby, will not (a) conflict with any provisions of the Certificate of Incorporation or Bylaws of the Company; (b) result in any violation of or default or loss of a benefit under, or permit the acceleration of any obligation under (in each case, upon the giving of notice, the passage of time, or both), any mortgage, indenture, lease, agreement or other instrument, permit, franchise license, judgement, order, decree, law, ordinance, rule or regulation applicable to the Company.
3.6 CONSENTS, APPROVALS AND PRIVATE OFFERING. Except for any filings required under Federal and applicable state securities laws, all of which shall have been made as of the Closing Date to the extent required as of such time, no permit, consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state, local or foreign governmental authority is required to be made or obtained by the Company in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby and thereby.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASERS.
Each Purchaser hereby represents, warrants and covenants with the Company as follows:
4.1 LEGAL POWER. Such Purchaser has the requisite power, as appropriate, and is authorized to enter into this Agreement, to purchase the Shares hereunder, and to carry out and perform his, her or its obligations under the terms of this Agreement.
4.2 DUE EXECUTION. This Agreement has been duly authorized, executed and delivered by each Purchaser, and, upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of each Purchaser.
4.3 INVESTMENT REPRESENTATIONS.
Purchaser represents and agrees that:
4.3.1 Purchaser is acquiring the Shares for its own
account, not as a nominee or agent, for investment
and not with a view to or for resale in connection
with, any distribution or public offering thereof
within the meaning of the Securities Act of 1933, as
amended (the "Act"), except pursuant to an effective
registration statement under the Act;
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4.3.2 Purchaser is a professional and an 'accredited
investor,' as that term is defined in Rule 501 (a) of
Regulation D promulgated under the Act. Each
Purchaser has such knowledge and experience in
financial and business matters that they are fully
able to evaluate the merits and risks of the
acquisition of the Securities, and have conducted
their own investigation into the suitability of its
investment, and reviewed all the information that
they consider necessary to evaluate their acceptance
of the Securities. Each Purchaser is able to bear the
risks associated with accepting the Securities,
including the risk of loss of the entire investment
in the Securities. Purchaser has received and
reviewed any and all information Purchaser deemed
necessary to evaluate its investment.
4.3.3 Purchaser understands that the Shares have not been
registered under the Act by reason of a specific
exemption therefrom, and may not be transferred or
resold except pursuant to an effective registration
statement or exemption from registration and each
certificate representing the Shares will be endorsed
with the following legend:
(i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF A CURRENT AND
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
WITH RESPECT TO SUCH SHARES, OR AN OPINION OF
THE ISSUER'S COUNSEL TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER THE ACT; and
(ii) Any legend required to be placed thereon by
applicable federal or state securities laws.
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5. TERM AND TERMINATION
5.1 TERM. This Agreement shall expire upon total purchase of 1,500,000 shares contained in the Offering, but no later than December 31, 2007, or any other date the parties herein agree in writing.
5.2. The Company may cancel this agreement upon
(i) any misrepresentation or omission of or on behalf of
the Purchaser made to the Company in connection with
this Agreement;
(ii) adjudication of bankruptcy, or filing of a petition
under any bankruptcy or debtor's relief law by or
against the Purchaser, or failure of the Purchaser to
generally pay its debts as they become due;
(iii) termination of the Promissory Note given by the
Purchaser to the Company as of December 22, 2006;
6. MISCELLANEOUS.
6.1 GOVERNING LAW . This Agreement shall be governed by and construed under the laws of the State of Nevada.
6.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and are binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.
6.3 ENTIRE AGREEMENT. This Agreement and the other documents delivered pursuant hereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by a representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.
6.4 SEVERABILITY. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
6.5 AMENDMENT AND WAIVER. Except as otherwise provided herein, any
term of this Agreement may be amended, and the observance of
any term of this Agreement may be waived (either generally or
in a particular instance, either retroactively or
prospectively, and either for a specified period of time or
indefinitely), with the written consent of the Company and
Purchaser. Any amendment or waiver effected in accordance with
this Section shall be binding upon each future holder of any
security purchased under this Agreement (including securities
into which such securities have been converted) and the
Company.
6.6 NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and shall be effective
when delivered personally, or sent by telex or telecopier
(with receipt confirmed), provided that a copy is mailed by
registered mail, return receipt requested, or when received by
the addressee, if sent by Express Mail, Federal Express or
other express delivery service (receipt request) in each case
to the appropriate address set forth below.
If to the Company: PROTEO, INC.
Birge Bargmann
Proteo Biotech AG
Am Kiel-Kanal 44
D-24106 Kiel
If to a Purchaser: FID Esprit AG
Axel Kutscher
Rosengartenstr. 4
CH-8608 Bubikon
6.7 TITLES AND SUBTITLES. The titles of paragraphs and
subparagraphs of this Agreement are for convenience of
reference only and are not be not considered in construing
this Agreement.
6.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement the date first above written.
"COMPANY"
PROTEO, INC. a Nevada Corporation
By: /S/ BIRGE BARGMANN
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CEO: Birge Bargmann
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"PURCHASER"
FIDEsprit AG
By: /S/ AXEL J. KUTSCHER
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Managing Director: Axel J. Kutscher
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Exhibit 10.6
PROMISSORY NOTE
US $900,000.00
BUBIKON, SWITZERLAND
DECEMBER 22, 2006
FOR VALUED RECEIVED, the undersigned, a corporation duly organized under the laws of Switzerland, with its principal place of business at Rosengartenstr. 4, CH-8608 Bubikon, Switzerland, (the "Maker"), unconditionally promises to pay to the order of Proteo, Inc., a Nevada corporation, (the "Holder"), at its principal place of business at 2102 Business Center Drive, Suite 130, Irvine, CA 92612 or at such other place as may be designated in writing by the Holder, the principal sum of $900,000.00, with no interest.
Principal shall be payable in five monthly installments of US $180,000.00 each, the first installment falling due upon issuance of shares, the second March 31, 2007, the third on June 30, 2007, the fourth on September 30, 2007, and the last installment falling due on December 31,2007.
All payments under this Note shall be in lawful money of the United States.
In no event shall the interest and other charges in the nature of interest hereunder, if any, exceed the maximum amount of interest permitted by law. Any amount collected in excess of the maximum legal rate shall be applied to reduce the principal balance.
All payments under this Note shall be applied first to the late fees and costs, if any, and second to interest then due, if any, and to balance the principal.
The Maker agrees to pay to the holder all costs, expenses and reasonable attorney's fees incurred in the collection of sums due hereunder, whether through legal proceedings or otherwise, to the extent permitted by law.
This Note may be prepaid at any time, in whole or in part, without penalty or premium.
If any installment hereunder is not paid within ten (10) days of the date the same is due, the Maker shall pay to the holder a late charge equal to three percent (3%) of the overdue payment as liquidated damages, and not as a penalty.
After the maturity of this Note, or upon any default, this Note shall bear interest at the rate of ten percent (10%) per annum, at the option of the Holder.
At the option of the Holder, this entire Note shall become immediately due and payable, without demand and notice, upon the occurrence of any one of the following events:
(a) failure of the Maker to pay any installment hereunder when
due, which shall continue for ten (10) days;
(b) any misrepresentation or omission of or on behalf of Maker
made to the holder in connection with this loan;
(c) insolvency or failure of the Maker or any guarantor to
generally pay its debts as they become due;
(d) assignment for the benefit of creditors of, or appointment of
a receiver or other officer for, all or any part of Maker's or
any guarantor's property;
(e) adjudication of bankruptcy, or filing of a petition under any
bankruptcy or debtor's relief law by or against Maker or any
guarantor;
(f) death of Maker or any guarantor;
(g) sale or transfer, whether voluntary or involuntary, of all or
any interest in the property which is security for this Note;
or
(h) default under any mortgage, trust deed, security agreement or
other instrument securing this note, if any.
The Maker expressly waives presentment, demand, notice, protest, and all other demands and notices in connection with this Note. No renewal or extension of this Note, or release of any collateral or party liable hereunder, will release the liability of the Maker.
Failure of the Holder to exercise any right or option shall not constitute a waiver, nor shall it be a bar to the exercise of any right or any option at nay future time.
If any provision of this Note shall be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
This Note shall be governed by the laws of the state of Nevada.
IN WHITNESS WHEREOF, this Promissory Note is executed under seal on the day and year first above written.
Executed: FIDEsprit AG:
/S/ AXEL J. KUTSCHER
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Axel J. Kutscher
Managing Director
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GUARANTY
FOR VALUE RECEIVED, the undersigned Axel J. Kutscher, living at Deutschherrnufer 48, Frankfurt, Germany, as primary obligor, hereby unconditionally guarantees the prompt payment of principal and interest when due and all other obligations contained in the Promissory Note as of December 22, 2006 given by FIDESprit AG to Proteo, Inc. The undersigned accepts and agrees to be bound by all terms, conditions and waivers contained in the Note. The undersigned waives notice of acceptance of this guarantee and suretyship defenses of all kinds. The Holder may extend the time of payment, release any collateral or party reliable on the Note, or grant any indulgence to any party without releasing the liability of the undersigned. The Holder need not proceed against Maker or any other party or collateral prior to proceeding against the undersigned. The undersigned agrees to pay all costs, expenses and attorney's fees incurred by the Holder in enforcing the Note and this Guaranty.
Dated December 22, 2006.
Executed: Guarantor
/S/ AXEL J. KUTSCHER
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Axel J. Kutscher
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