Item 1.01 Entry into a Material Definitive Agreement.

(a) On February 28, 2020, Proteo, Inc., (the "Registrant") entered into a Common Stock Purchase Agreement (the "Bartels SPA") with Kai Bartels ("Bartels"). Pursuant to the Agreement, the Registrant agreed to issue and sell to Bartels 4,250,000 shares of the Registrant's common stock (the "Bartels Purchase Shares") at the price of $0.0247 per share (the "Bartels Purchase Price"), for an aggregate purchase price of USD $104,975. The Bartels Purchase Price was equal to the closing price of the Registrant's common stock as quoted on the OTC Markets on February 25, 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, by its nature, is incomplete. Copy of the Bartels SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire text of the Bartels SPA.

(b) On February 29, 2020, the Registrant entered into a Common Stock Purchase Agreement (the "Siebuhr SPA") with Diethelm Siebuhr ("Siebuhr"). Pursuant to the Agreement, the Registrant agreed to issue and sell to Siebuhr 4,250,000 shares of the Registrant's common stock (the "Siebuhr Purchase Shares") at the price of $0.0247 per share (the "Siebuhr Purchase Price"), for an aggregate purchase price of USD $104,975. The Siebuhr Purchase Price was equal to the closing price of the Registrant's common stock as quoted on the OTC Markets on February 25, 2020. The closing of the Siebuhr Purchase Shares will occur within five (5) working days following the date of the Siebuhr SPA upon the Registrant's receipt of the Siebuhr Purchase Price. The foregoing is a summary description of certain terms of the Siebuhr SPA, and, by its nature, is incomplete. Copy of the Siebuhr SPA is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire text of the Siebuhr SPA.

Item 3.02 Unregistered Sales of Equity Securities.

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 1.01(b) above. Pursuant to the Siebuhr SPA, the Registrant will issue to Siebuhr 4,250,000 shares of 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.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



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
















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