Exhibit 10.8


 





PROTEO, INC.



PREFERRED STOCK PURCHASE AGREEMENT


 


This Preferred Stock Purchase Agreement (“Agreement”)
is made this ninth (9th) day of September, 2016 by and between PROTEO, INC., a Nevada corporation with its principal
place of business at 2102 Business Center Drive, Irvine, CA 92612 (the “Company”), and the purchaser of its
stock, CFI Innovation GmbH Berlin Unternehmensberatung und Beteiligungen, a German corporation with its principal place of business
at Normannenstraße 4, 14129 Berlin, Germany (“Purchaser”).


 


RECITALS


 


		A.	The Company is engaged in research and development of pharmaceuticals.
The Company now is willing to sell shares of its Series B-1 Preferred stock, on terms as stated herein.



 


		B.	The Company has authorized 300,000,000 shares of common stock and 10,000,000 shares of preferred
stock. Currently, 23,879,350 shares of the Company’s common stock are issued and outstanding. Currently, 723,590 shares of
the Company’s Series A Preferred Stock are issued and outstanding. The Company has designated 1,000,000 shares of preferred
stock as Series B-1 Preferred Stock, which voting powers, preferences and other rights are set forth in the Certificate of Designation
of Series B-1 Preferred Stock, a copy of which is attached hereto as Exhibit A.



 


		C.	The sale of shares as stipulated herein is part of the attempt of the company to finance development
activities related to ELAFIN. This Agreement is intended to be a first tranche of equity financing participation of Purchaser.
The parties may negotiate additional sales of the Company’s preferred stock to Purchaser after each of the parties’
complete fulfillment of its obligations under this Agreement and Purchaser’s payment of the purchase price for all of the
shares of Series B-1 Preferred Stock purchased pursuant to this Agreement.



 


		D.	Purchaser and the Company mutually desire for Purchaser to purchase 1,000,000 shares of the Company’s
Series B-1 Preferred Stock at the purchase price and on the other terms and conditions stated herein.



 


AGREEMENT


 


In consideration of the mutual promises, representations,
warranties and conditions set forth in this Agreement, the Company and Purchaser agree as follows:


 


	1.	 	Purchase and Sale of Shares.



 


		1.1	Sale of Shares. The Company and its Board of Directors has authorized the issuance
and sale of 1,000,000 shares of Series B-1 Preferred Stock (the “Purchase Shares”) pursuant to the terms of
this Agreement. In reliance upon Purchaser’s representations and warranties contained in Section 4 hereof, and subject
to the terms and conditions set forth herein, the Company hereby agrees to sell to Purchaser, and Purchaser agrees to buy from
the Company, the Purchase Shares.



 


		1.2	Price per Share. The price per share shall be EUR 1.00 per share, totaling EUR 1,000,000
for the Purchase Shares (the “Purchase Price”).



 


		1.3	Rebate. In partial consideration for Purchaser agreeing to purchase the Purchase
Shares from the Company, the Company agrees to rebate four percent (4%) of the Purchase Price paid to the Company prior to March
31, 2017 on each of June 30, 2017, June 30, 2018, and June 30, 2019 (the “Rebate Dates”). For example, assuming
the entire Purchase Price is paid pursuant to the terms of this Agreement prior to March 31, 2017, the Company shall rebate EUR
40,000 to Purchaser on each of the Rebate Dates.



 


	2.		Closing: Issuance and Delivery
of Shares: Conditions.



 


		2.1	Initial Closing. On October 31, 2016 or on such earlier date as the parties may agree
(the “Initial Closing Date”), the Company agrees to issue and sell, and Purchaser agrees to purchase from the
Company, 100,000 of the Purchase Shares. Purchaser shall deliver EUR 100,000, which is the Purchase Price with respect to such
Purchase Shares, by wire transfer or by other means of payment as shall have been agreed upon by the Purchaser and the Company
prior to payment on or before the Initial Closing Date.



 


		2.2	Subsequent Closing(s). The Company agrees to issue and sell, and Purchaser agrees
to purchase from the Company, the remaining 900,000 Purchase Shares on the fifth (5th) business day after such date
or dates that Purchaser delivers the Purchase Price by wire transfer or by other means of payment as shall have been agreed upon
by the Purchaser and the Company prior to payment of immediately available funds to the Company for such Purchase Shares; provided,
however, that Purchaser shall deliver the Purchase Price for all Purchase Shares on or before March 31, 2017. For the purposes
of this Agreement, after the Initial Closing Date, each fifth (5th) business day after Purchaser delivers all or a portion
of the Purchase Price to Company is a “Subsequent Closing Date.”



 


 




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		2.3	Delivery of Certificates. On or prior to the Initial Closing Date and each Subsequent
Closing Date (each, a “Closing Date”), subject to the terms and conditions hereof, and conditioned upon receipt
of the Purchase Price with respect thereto, the Company shall deliver to the Purchaser stock certificates representing the applicable
Purchase Shares registered in the name of Purchaser.



 


		2.4	Acknowledgement. The
parties acknowledge and agree that the offer and sale of the Purchase Shares has occurred outside of the United States.



 


	3.	 	Representations and Warranties of the Company. The Company hereby represents and warrants
to Purchaser as of the date hereof as follows, and all such representations and warranties shall be true and correct as of any
Closing Date as if then made and shall survive such closing.



 


		3.1	Organization. The Company is a corporation, duly incorporated, validly existing and
in good standing under the laws of Nevada. The Company has all requisite power and authority to own or lease its properties and
to conduct its business as now conducted. The Company holds all licenses and permits required for the conduct of its business as
now conducted, which, if not obtained, would have a material adverse effect on the business, financial condition or results of
operations of the Company taken as a whole. The Company is qualified as a foreign corporation and is in good standing in any states
where the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure
to so qualify would not have a material adverse effect on the business, financial condition or results of operations of the Company
taken as a whole.



 


		3.2	Capitalization. The Company is authorized to issue 300,000,000 shares of Common Stock
of which 23,879,350 shares are outstanding at the date of this Agreement. The Company is authorized to issue 10,000,000 shares
of Preferred Stock of which 723,590 shares are outstanding at the date of this Agreement. All of the issued and outstanding shares
of Common Stock and Preferred Stock on the Closing Date are or will have been duly authorized, validly issued and then fully paid
and non-assessable. The Company’s right to issue shares of its stock otherwise shall not be limited by any provision herein.



 


		3.3	Authority. The Company has all requisite power and authority to enter into this Agreement,
and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and upon
their execution and delivery by the Company, such document will constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.



 


		3.4	Issuance of Shares. The Purchase Shares, when issued pursuant to the terms of this
Agreement, will be duly and validly authorized and issued, fully paid and non-assessable.



 


		3.5	No Conflict with Law or Documents. The execution, delivery and consummation of this
Agreement, and the transactions contemplated hereby, will not (a) conflict with any provisions of the Articles of Incorporation
or Bylaws of the Company; (b) result in any violation of or default or loss of a benefit under, or permit the acceleration of any
obligation under (in each case, upon the giving of notice, the passage of time, or both), any mortgage, indenture, lease, agreement
or other instrument, permit, franchise license, judgment, order, decree, law, ordinance, rule or regulation applicable to the Company,
except where such violation or default would not have a material adverse effect on the business, financial condition or results
of operations of the Company taken as a whole.



 


		3.6	Consents, Approvals and Private Offering. Except for any filings required under federal
and applicable state securities laws, all of which shall have been made as of the Closing Date to the extent required as of such
time, no permit, consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state,
local or foreign governmental authority is required to be made or obtained by the Company in connection with the execution and
delivery of this Agreement, and the consummation of the transactions contemplated hereby and thereby.



 


 




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	4.	 	Representations and Warranties of Purchaser. Purchaser hereby represents, warrants
and covenants with the Company as follows:



 


		4.1	Legal Power. Purchaser has the requisite power, as appropriate, and is authorized
to enter into this Agreement, to purchase the Purchase Shares hereunder, and to carry out and perform his, her or its obligations
under the terms of this Agreement.



 


		4.2	Due Execution. This
Agreement has been duly authorized, executed and delivered by Purchaser, and, upon due execution and delivery by the Company,
this Agreement will be a valid and binding agreement of Purchaser.



 


		4.3	Investment Representations.
Purchaser represents and agrees that:



 


		4.3.1	The Purchase Shares have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration
requirements of the Securities Act. Each Purchaser represents, warrants and undertakes that (i) none of the owners of Purchaser
are or will be U.S. persons, and (ii) it has not offered or sold, and will not offer and sell any securities (a) as part of their
distribution at any time and (b) otherwise until one (1) year after the later of the commencement of the Offering and the Closing
Date, except in accordance with Regulation S, and it has not and will not engage in any hedging transactions involving the
securities unless in compliance with the Securities Act. Each Purchaser also agrees that, at or prior to confirmation of sale of
Purchase Shares, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration
that purchases securities from it during the distribution compliance period a confirmation or notice to substantially the following
effect:



 


“The securities covered hereby have not
been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time
or (ii) otherwise until one (1) year after the later of the commencement of the offering and the closing date, except in either
case in accordance with Regulation S under the Securities Act. No hedging transaction can be conducted with regard to the securities
except as permitted by the Securities Act. Terms used above have the meanings given to them by Regulation S.”


 


Terms used in this Section 4.3.1 have
the meanings given to them by Regulation S.


 


		4.3.2	Purchaser is able to bear the risks associated with accepting the Purchase Shares, including
the risk of loss of the entire investment in the Purchase Shares. Purchaser has received and reviewed any and all information Purchaser
deemed necessary to evaluate its investment.



 


		4.3.3	Purchaser understands that the Purchase Shares have not been registered under the Act
by reason of a specific exemption therefrom, and may not be transferred or resold except pursuant to an effective registration
statement or exemption from registration and each certificate representing the Purchase Shares will be endorsed with the following
legends:



 


		(a)	THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES,
OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT; and



 


		(b)	Any legend required to be placed thereon by applicable federal or state securities laws.



 


		4.3.4	Purchaser has read, and understands and agrees to the Certificate of Designation of Series
B-1 Preferred Stock attached hereto as Exhibit A.



 


 




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	5.		Term and Termination.



 


		5.1	Term. This Agreement
shall expire upon total payment of the Purchase Price and issuance of the Purchase Shares to Purchaser. Purchaser’s representations,
warranties, and covenants shall survive the termination of this Agreement.



 


		5.2	The Company may cancel this agreement upon:



 


		(a)	(any misrepresentation or omission of or on behalf of Purchaser made to the Company in connection
with this Agreement;



 


		(b)	adjudication of bankruptcy, or filing of a petition under any bankruptcy or debtor’s
relief law by or against Purchaser, or failure of Purchaser to generally pay its debts as they become due; or



 


		(c)	failure of Purchaser to pay the Purchase Price prior to March 31, 2017.



 


		5.3	The right to cancel the agreement according to Section 5.2 shall be limited to the
remaining agreement not fulfilled at the date of the intended cancellation. 



 


	6.	 .	Miscellaneous.



 


		6.1	Governing Law. This
Agreement shall be governed by and construed under the laws of the State of California.



 


		6.2	Successors and Assigns. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and are binding upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.



 


		6.3	Entire Agreement.
This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner
by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors
and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided
herein.



 


		6.4	Severability. In case
any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall, to the extent practicable, be modified
so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.



 


		6.5	Amendment and Waiver. Except as otherwise provided herein, any term of this Agreement
may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or indefinitely), with the written consent of the Company
and Purchaser. Any amendment or waiver effected in accordance with this Section shall be binding upon each future holder of any
security purchased under this Agreement (including securities into which such securities have been converted) and the Company.



 


		6.6	Notices. All notices and other communications required or permitted hereunder shall be in
writing and shall be effective when delivered personally, or when sent by registered mail, return receipt requested, or when received
by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt request) in each case to
the appropriate address set forth below.



 


	If to the Company:	PROTEO, INC.

ATTN: CEO

2102 Business Center Drive

Irvine, CA 92612
	 	 
	If to Purchaser:	CFI Innovation GmbH

Normannenstraße 4,

14129 Berlin, Germany
	 	 


 


		6.7	Titles and Subtitles. The titles of paragraphs and subparagraphs of this Agreement
are for convenience of reference only and are not to be considered in construing this Agreement.



 


		6.8	Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute one instrument.



 


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left blank.]


 


 




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IN WITNESS WHEREOF, the parties have executed
this Agreement on the date first above written.


 


	“COMPANY”	“PURCHASER”
	PROTEO, INC.,

a Nevada corporation 	CFI INNOVATION GMBH BERLIN UNTERNEHMENSBERATUNG UND BETEILIGUNGEN, a German corporation
	By: /s/ Birge Bargmann

Name: Birge Bargmann

Title: President and CEO 	By: /s/ Jork von Reden

Name: Jork von Reden

Title:  Managing Director
	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 




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EXHIBIT A



CERTIFICATE OF DESIGNATION OF SERIES B-1 PREFERRED STOCK


 







Exhibit A


 


CERTIFICATE OF DESIGNATION OF SERIES B-1 PREFERRED
STOCK


 


OF


 


PROTEO, INC.


A NEVADA CORPORATION


 


 


Proteo, Inc., a Nevada
corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of
Directors of the Corporation:


 


RESOLVED, that pursuant
to the authority vested in the Board of Directors of this Corporation (the “Board of Directors”) in accordance
with the provisions of the Articles of Incorporation of the Corporation, there is hereby created, a series of Preferred Stock consisting
of 1,000,000 shares, which series shall have the following powers, designations, preferences and relative, participating, optional
and other special rights, and the following qualifications, limitations and restrictions as follows:


 


Section 1.  DESIGNATION
AND AMOUNT. The shares of Preferred Stock created hereby shall be designated as “Series B-1 Preferred Stock” and the
authorized number of shares constituting such series shall be 1,000,000.


 


Section 2.  DIVIDENDS
AND DISTRIBUTIONS.


(A)  The
holders of the then outstanding shares of Series B-1 Preferred Stock shall be entitled to receive, when, as and if declared by
the Board of Directors, out of funds of the Corporation legally available therefore, preferential dividends at the per share rate
of one point five (1.5) times the per share amount of each and any cash and non-cash dividend distributed to holders of the Corporation’s
Common Stock when, as and if declared by the Board of Directors. In the event, the Company shall (i) subdivide the outstanding
Common Stock, or (ii) combine the outstanding Common Stock into a smaller number of shares by a reverse stock split or otherwise,
the amount set forth in the preceding sentence shall be adjusted at the same rate.


(B)  No dividend
shall be paid or declared on any share of Common Stock or Series A Preferred Stock, unless a dividend, payable in the same consideration
and manner, is simultaneously paid or declared, as the case may be, on each share of Series B-1 Preferred Stock in an amount determined
as set forth in paragraph (A) above. For purposes hereof, the term “dividends” shall include any pro rata distribution
by the Corporation, out of funds of the Corporation legally available therefore, of cash, property, securities (including, but
not limited to, rights, warrants or options) or other property or assets to the holders of the Common Stock, whether or not paid
out of capital, surplus or earnings.


 


(C)  The Board
of Directors may fix a record date for the determination of holders of shares of Series B-1 Preferred Stock entitled to receive
any dividend or distribution as provided in Paragraph (A) above.


 


Section 3.  VOTING
RIGHTS. Except as otherwise required by law, the shares of Series B-1 Preferred Stock shall have no voting rights. Except as otherwise
required by law, the Series B-1 Preferred Stock shall not be entitled to vote as a separate class on any matter to be voted on
by stockholders of the Corporation.


 


Section 4.  REACQUIRED
SHARES. Any shares of Series B-1 Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall
be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized
but unissued shares of Preferred Stock and may be reissued as part of Series B-1 Preferred Stock or of any other series of Preferred
Stock as designated by the Board of Directors from time to time.


 


Section 5.  LIQUIDATION,
DISSOLUTION OR WINDING UP. Upon any liquidation, voluntary or otherwise, dissolution or winding up of the Company, holders of Series
B-1 Preferred Stock shall be entitled to receive per share distributions equal to one point five (1.5) times the rate of per share
distributions to be made to the holders of Common Stock. No distributions shall be made unless any accrued and unpaid dividends
and distributions on the Series B-1 Preferred Stock have been made prior thereto. In the event, the Company shall have (i) subdivided
the outstanding Common Stock, or (ii) combined the outstanding Common Stock into a smaller number of shares by a reverse stock
split or otherwise, after the issuance of Series B-1 Preferred Stock, distributions payable to Series B-1 Preferred Stock under
this Section 5 shall be adjusted accordingly.


 




    	 	A-1	 



     


    


 


Section 6.  CONSOLIDATION;
MERGER; ETC. In the event the Company shall enter into any consolidation, merger combination or other transaction in which the
shares of Common Stock are exchanged into other stock or securities, cash and /or any other property, then in any such case each
share of Series B-1 Preferred Stock shall automatically be simultaneously exchanged for or converted into the same stock or securities,
cash and/or other property at a rate per share equal to one point five (1.5) times the rate per share that the Common Stock is
being exchanged or converted. In the event, the Company shall (i) subdivide the outstanding Common Stock, or (ii) combine the outstanding
Common Stock into a smaller number of shares by a reverse stock split or otherwise, the amount set forth in the preceding sentence
shall be adjusted at the same rate.


 


Section
7.  REDEMPTION.  The shares of Series B-1 Preferred Stock shall not be redeemable.


 


Section 8.  RANKING.
The Series B-1 Preferred Stock shall rank equal to the Series A Preferred Stock as to the payment of dividends and the distribution
of assets. The Series B-1 Preferred Stock may rank junior to any other series of the Corporation’s Preferred Stock as to
the payment of dividends and the distribution of assets as may be determined in the designation of any such series of Preferred
Stock.


  


Section 9.  AMENDMENT.
At any time when any shares of Series B-1 Preferred Stock are outstanding, neither the Articles of Incorporation of the Corporation
nor this Certificate of Designation shall be amended or altered in any manner which would materially alter or change the powers,
preferences or special rights of the Series B-1 Preferred Stock so as to affect them adversely without the affirmative vote of
holders representing a majority of the outstanding shares of Series B-1 Preferred Stock, voting separately as a class.


   


IN WITNESS WHEREOF, the
undersigned have executed this Certificate and do affirm the foregoing as true and correct this 5th day of September
2016.


 


 


 


/s/ Birge Bargmann


Birge Bargmann


President, CEO and CFO


 


 


 


	 	Attest:
	 	 
	 	 
	 	/s/ Oliver Wiedow
	 	Oliver Wiedow
	 	Secretary


 




 


 


A-2