PROTEO, INC. Item 8.01 Other Events.
(a) On
"Commission") issued an order under Section 36 (Release No. 34-88318) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), granting
exemptions from specified provisions of the Exchange Act and certain rules
thereunder (the "Order"). The Order provides that a registrant subject to the
reporting requirements of Exchange Act Section 13(a) or 15(d), and any person
required to make any filings with respect to such a registrant, is exempt
from any requirement to file or furnish materials with the Commission under
Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and
Regulations 13A, Regulation 13D-G (except for those provisions mandating the
filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and
Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions
are satisfied.
After the diagnosis of COVID-19 virus for one of the Company employees, the
Company has closed its corporate offices and has requested all employees to work
remotely until further notice. Employees affected by such closure include
certain of its key personnel responsible for assisting the Company in the
preparation of its financial statements. In view of these circumstances, the
Company has been unable to timely provide its auditors and accountants with
financial records to provide consent, and therefore allow the Company to file a
timely and accurate Annual Report on Form 10-K for its year ended
Accordingly, in reliance upon the Order, the Company expects to file its Annual
Report on Form 10-K no later than 45 days after
The Company is adding to the Company's Annual Report on Form 10-K for the year
ended
Our business may suffer from the severity or longevity of the Coronavirus/COVID-19 Global Outbreak. The Coronavirus ("Covid-19") is currently impacting countries, communities, supply chains and markets, as well as the global financial markets. To date, Covid-19 has not had a material impact on the Company, other than as set forth above. However, the Company cannot predict whether Covid-19 will have a material impact on our financial condition and results of operations due to understaffing, disruptions in government spending, among other factors. In addition, at this time we cannot predict the impact of Covid-19 on our ability to obtain financing necessary for the Company to fund its working capital requirements. In most respects, it is too early in the Covid-19 pandemic to be able to quantify or qualify the longer-term ramifications on our business and/or our potential investors.
(b) The Company is a clinical stage drug development company and has historically
relied on government grant funds, as well as proceeds from the sales of the
Company's common and preferred stock, in order to fund its operations. The
Company does not expect any further funding under its current grant from the
German State of Schleswig-Holstein after the scheduled expiry in the end of
April 2020 . Due to recent developments, including the impact of the COVID-19
outbreak and disruptions in government spending, the Company is unlikely to
receive funding under a new grant. Further, the Company no longer expects to
receive further funding pursuant to its current agreement with one of its
preferred stockholders. At this time, we cannot predict the impact of
Covid-19 on our ability to obtain financing necessary for the Company to fund
our working capital requirements. As a result, the Company's management and
the board of directors are currently exploring strategic alternatives in
order to meet its operating cash flow requirements. However, there are no
assurances that the Company will be successful in implementing a strategic
plan in order to address its impending liquidity constraints. These
conditions, among others, raise substantial doubt about the Company's ability
to continue as a going concern.
Cautionary Note Regarding Forward-Looking Statements.
This Current Report on Form 8-K contains statements as to the Company's beliefs
and expectations of the outcome of future events that are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
You can identify these statements by the fact that they do not relate strictly
to historical or current facts. Examples of these statements include, but are
not limited to, statements regarding the anticipated impact of the COVID-19
outbreak on travel and physical locations, the anticipated impact of such
outbreak on our results of operations, and possible effect of the postponement
and cancellation of trade shows and events on our overall revenues. These
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from the statements made. These risks
and uncertainties include, but are not limited to, the effects of the COVID- 19
outbreak, including on our business activities (including our evaluation of the
Company options and if the Company will be able to continue as a going concern
if no additional funding is secured in the near term) and levels of business and
economic confidence generally. The duration of the COVID-19 outbreak and
severity of such outbreak, the pace of recovery following the COVID-19 outbreak,
the effect on our ability to implement cost containment and business
restructuring strategies; and the adverse effects of the COVID-19 outbreak on
our business and the risk factors described in our Annual Report on Form 10-K
for the year ended
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