SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 24, 2013 (December 10, 2012)
PROTEA BIOSCIENCES GROUP, INC.
(Exact name of registrant as specified in
|(State or other jurisdiction of incorporation or organization)
||(Commission File Number)
||(IRS Employer Identification No.)|
955 Hartman Run Road
Morgantown, West Virginia 26507
(Address of principal executive offices)
(Registrant’s telephone number, including
(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):
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|Item 1.01.||Entry into a Material Definitive Agreement.
information described in Item 3.02 below is incorporated herein by reference in its entirety.
|Item 3.02||Recent Sales of Unregistered Securities.
As of December 10,
2012, Protea Biosciences Group, Inc., a Delaware corporation (the “Registrant” or the “Company”), issued
and sold an aggregate of 2,000,000 shares (the "Shares") of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) and Warrants (as defined below) to purchase 1,500,000 shares of Common Stock for aggregate gross
proceeds of $1,000,000 to El Coronado Holdings, LLC (the "Investor") in accordance with the terms and conditions of that
certain Securities Purchase Agreement, dated November 20, 2012 (the "SPA"). The warrants (each a “Warrant”
and collectively the “Warrants”) are exercisable for a term of five years from the issue date of the Warrants, at an
exercise price of $1.10 per share. The company paid cash commissions equal to $80,000 in connection with the sale of the Shares
The above descriptions of the SPA and Warrants set forth in this Item 3.02 are intended to be a summary
only and are qualified in their entirety by the terms of the SPA and Warrants, forms of which are attached hereto as Exhibit 10.1
and Exhibit 4.1, respectively, to this Current Report on Form 8-K.
As of January
23, 2013, the Company has issued and sold, at a price of $0.50 per share,
an aggregate of 1,600,000 shares (the "Additional Shares") of Common Stock and warrants ("Investor Warrants")
to purchase 1,200,000 shares of Common Stock for aggregate gross proceeds of $800,000 to five (5) accredited investors pursuant
to the terms and conditions of those certain Securities Purchase Agreements (the "Subsequent SPAs"). The Investor Warrants
are exercisable for a term of five years from the issue date of the Investor Warrants, and each purchaser has the right to purchase
the number of shares of Common Stock equal to 75% of the number of Additional Shares purchased by such investor, at an exercise
price of $1.10 per share. The Company paid cash commissions equal to an aggregate of $49,000 and agreed to issue warrants (the
"Placement Agent Warrants") to purchase an aggregate of 98,000 shares of Common Stock to the placement agent in connection
with the sale of the Additional Shares and Investor Warrants. The Placement Agent Warrants will have terms and conditions that
are substantially similar to the terms and conditions of the Investor Warrants.
The above descriptions of the Subsequent SPAs and Investor Warrants set forth in this Item 3.02 are intended
to be a summary only and are qualified in their entirety by the terms of the Subsequent SPA and Investor Warrant, the forms of
which are attached hereto as Exhibits 10.2 and 4.2, respectively, to this Current Report on Form 8-K.
securities described herein have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) and may not be offered or sold in the United States absent registration or an applicable
exemption from registration. The securities described herein were issued pursuant to the exemption from registration provided
by Section 4(2) of the Securities Act and Regulation D promulgated thereunder, in that the sale and purchase of such securities
did not involve any public offering and the Company obtained representations from each investor that it was an “accredited
investor” as that term is defined under Rule 501 of Regulation D.
As of the date of this
filing, there are 33,529,247 shares of Common Stock of the Company issued and outstanding.
|Item 5.02||Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2013,
Daniel Flynn resigned as a director of the Company. Mr. Flynn's resignation was not the result of a disagreement with the Company
on any matter relating to the Company's operations, policies or practices.
|Item 9.01.||Exhibits and Financial Statements
|4.1||Form of Warrant issued to El Coronado Holdings, LLC
|4.2||Form of Investor Warrant
|10.1||Securities Purchase Agreement, dated November 20, 2012
|10.2||Form of Securities Purchase Agreement
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.
|Dated: January 24, 2013
||PROTEA BIOSCIENCES GROUP, INC.|
||/s/ Stephen Turner|
||Chief Executive Officer|