Item 3.03 Material Modification to Rights of Security Holders.
As previously announced in a Current Report on Form 8-K filed on
At the Effective Time, each 2,000 shares of Common Stock issued and outstanding
immediately prior to the Effective Time shall, automatically and without any
action on the part of the respective holders thereof, be combined and converted
into one share of Common Stock. No fractional shares shall be issued in
connection with the reverse stock split. Stockholders who otherwise would be
entitled to receive fractional share interests of Common Stock as a result of
the reverse stock split shall be entitled to receive, in lieu of such fractional
share interests, a cash payment as described in the Company's definitive proxy
statement on Schedule 14A filed with the
Commencing on
Following the effectiveness of the reverse stock split, the Company expects to
have fewer than 500 stockholders of record, thereby allowing the Company to
deregister its Common Stock under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and avoid the costs associated with being a public
reporting company. The Company intends to then promptly file a Form 15 with the
The foregoing is only a brief description of the terms of the Certificate of Amendment, does not purport to be a complete description of the Certificate of Amendment, and is qualified in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
For a more detailed discussion of the reverse stock split, please see the Proxy Statement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
3.1 Certificate of Amendment to Articles of Incorporation ofProteo, Inc. 2
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