Item 3.03 Material Modification to Rights of Security Holders.

As previously announced in a Current Report on Form 8-K filed on July 10, 2020 with the U.S. Securities and Exchange Commission (the "SEC"), at a special meeting of stockholders of Proteo, Inc. (the "Company") held on July 9, 2020, the Company's stockholders approved an amendment to the Company's Articles of Incorporation (the "Certificate of Amendment") to effect a 1-for-2,000 reverse stock split of the Company's common stock, par value $0.001 per share (the "Common Stock"). On July 17, 2020, the Company filed the Certificate of Amendment with the Nevada Secretary of State, which will become effective at 12:01 a.m., Eastern Time, on July 22, 2020 (the "Effective Time").

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 SEC on May 26, 2020 (the "Proxy Statement"). The number of authorized shares of Common Stock will not change.

Commencing on July 22, 2020, trading of the Common Stock will continue on the Pink Open Market on a reverse stock split-adjusted basis. The Company's trading symbol will remain "PTEO." The new CUSIP number for the Common Stock following the reverse stock split is 74369R 308.

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 SEC to deregister the Common Stock under the Exchange Act. Upon filing of the Form 15, the Company's obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. The Company expects that the deregistration will become effective 90 days after the date of filing of the Form 15 with the SEC.

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 of Proteo, Inc.










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