Attached files
| file | filename |
|---|---|
| EX-10.12 - AGREEMENT ON THE ASSUMPTION OF DEBT - PROTEO INC | proteo_8k-ex1012.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): February 11,
2010
PROTEO,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-32849
|
88-0292249
|
||
|
(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)
253-4616
|
||||
|
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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
|
|
o
|
Soliciting
material pursuant to Rule 14A-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
As of February 11, 2010, FID Esprit AG,
a Swiss corporation (“Investor”), owed Registrant $1,803,631.85 pursuant to that
certain promissory note dated June 9, 2008, in the original principal amount of
$3,600,000 (the “Note”), which was issued in connection with that certain
Preferred Stock Purchase Agreement dated June 9, 2008 (“Stock Purchase
Agreement”), as modified by that certain Forbearance Agreement dated July 6,
2009 (“Forbearance Agreement”).
On February 11, 2010, the Registrant
entered into an Agreement on the Assumption of Debt (“Agreement”) among the
Registrant, btd biotech development GmBH (“Assignee”), and Axel J. Kutscher
(“Guarantor”). Pursuant to the Agreement, Registrant consented to
Assignee’s assumption of the obligations owed to Registrant by Investor under
the Note, Stock Purchase Agreement, and Forbearance Agreement. The
Guarantor consented to the assumption of the obligations owed to Registrant by
Investor and acknowledged, agreed, and consented to the continuing validity of
his guaranty.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the text of the
Agreement, a copy of which is attached hereto as Exhibit 10.12.
(d) Exhibits. The following materials are filed as exhibits to this current report on Form 8-K.
| Exhibit Number | Description |
| 10.12 | Agreement on the Assumption of Debt dated February 11, 2010. |
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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:
February 17, 2010
|
By:
|
/s/ BIRGE BARGMANN | |
|
Birge
Bargmann
|
|||
| Chief Executive Officer | |||
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