PRGB / Protea Biosciences Group Inc - SEC备案- 年度报告、委托书

Protea 生物科学集团公司
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基本统计
CIK 1335103
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Protea Biosciences Group Inc
SEC Filings (Chronological Order)
本页提供了美国证券交易委员会(SEC)备案的完整、按时间顺序排列的列表,不包括我们在其他地方提供的所有权备案。
December 5, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 5, 2017 (December 1, 2017) Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Inc

December 1, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 1, 2017 (November 27, 2017) Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of In

November 14, 2017 NT 10-Q

PRGB / Protea Biosciences Group Inc NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-51474 CUSIP Number 74365B109 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For period ended: September 30, 2017 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tr

November 13, 2017 EX-3.1

November 7, 2017 letter of termination of license agreements from The George Washington University.

Exhibit 3.1 THE GEORGE WASHINGTON UNIVERSITY WASHINGTON, DC Office of the Executive Vice President and Treasurer November 7, 2017 Protea Biosciences Group, Inc. Sent via Email and Federal Express Courier ATTN: Leo Harris, Director URGENT 1311 Pineview Drive Morgantown, WV 26506 Harris36@myactv .net cc: Compass Advisory Partners, LLC cc: Stephen A. Weiss, Esq. 306 Fourth Avenue, Suite 701 CKR Law,

November 13, 2017 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 tv4793518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 13, 2017 (November 7, 2017) Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or

November 13, 2017 EX-3.2

November 9, 2017 notice of default and reservation of rights letter from counsel to Summit Resources, Inc

Exhibit 3.2 Kirk B. Burkley, Esq. [email protected] | (412) 456-8108 November 9, 2017 VIA ELECTRONIC MAIL Protea Biosciences Group, Inc. Protea Biosciences, Inc. c/o Christopher P. Schueller, Esquire Buchanan Ingersoll & Rooney, PC One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410 RE: Summit Resources, Inc. / Promissory Note and Loan Agreement Our File Number: 1943-W

October 26, 2017 EX-3.4

Form of Pledge Agreement between Registrant and Summit.

EX-3.4 5 tv477834ex3-4.htm EXHIBIT 3.4 Exhibit 3.4 STOCK PLEDGE AND SECURITY AGREEMENT THIS STOCK PLEDGE AND SECURITY AGREEMENT (“Agreement”) is made and entered into this day of October, 2017 (the “Effective Date”), by and among PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (the “Pledgor”), and SUMMIT RESOURCES, INC., a West Virginia corporation (the “Lender”), and is joined, accepted an

October 26, 2017 EX-3.1

Promissory Note and Loan Agreement between Protea Biosciences, Inc. and Summit Resources, Inc.

EX-3.1 2 tv477834ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 PROMISSORY NOTE AND LOAN AGREEMENT Principal Amount: $2,226,173.26 Date of Note: October 19, 2017 Maturity Date: November 18, 2017 THIS PROMISSORY NOTE AND LOAN AGREEMENT (this “Note”) is entered into and effective as of the date first set forth above (the “Effective Date”), by and between PROTEA BIOSCIENCES, INC., a Delaware corporation having an

October 26, 2017 EX-3.5

Engagement agreement between the Registrant and Compass Advisory Partners, LLC.

EX-3.5 6 tv477834ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 COMPASS ADVISORY PARTNERS, LLC Management CONSULTING ½ INVESTMENT Banking www.CompassAdvisoryPartners.com Nicholas W. Arrington Managing Partner 306 FOURTH AVENUE - SUITE 701 (o) 412.697.2631 PITTSBURGH, PENNSYLVANIA 15222 (c) 412.654.6543 October 20th 2017 Mr. Stephen Turner Chairman and CEO Protea Biosciences Group, Inc. 1311 Pineview Drive Suit

October 26, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 20, 2017 Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commis

October 26, 2017 EX-3.2

Form of Guaranty of Summit Note by Protea Biosciences Group, Inc.

EX-3.2 3 tv477834ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AGREEMENT OF GUARANTY AND SURETYSHIP In order to induce SUMMIT RESOURCES, INC., a West Virginia corporation, and its successors and/or assigns (the “Lender”) to make a loan in a principal amount of Two Million Two Hundred Twenty-Six Thousand One Hundred Seventy-Three and 26/100 Dollars ($2,226,173.26) (the “Loan”) to PROTEA BIOSCIENCES, INC., a De

October 26, 2017 EX-3.3

Form of Security Agreement between Protea Biosciences, Inc. and Summit.

Exhibit 3.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (together with all exhibits and schedules hereto and all extensions, renewals, amendments, substitutions and replacements hereto and hereof, the ?Security Agreement?), is entered into and effective as of the day of , 2017 (the "Effective Date"), by and between PROTEA BIOSCIENCES, INC., a Delaware corporation having an address at 1311 Pineview

October 16, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 16, 2017 (October 13, 2017) Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Inc

October 4, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 3, 2017 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commiss

September 29, 2017 8-K

Protea Biosciences Group 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 29, 2017 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Comm

September 29, 2017 EX-99.1

A Revolution In Oncology Medicine

Exhibit 99.1 A Revolution In Oncology Medicine 2 Molecular Information is the ultimate ?big data? Trillions of cells in the human body continuously produce billions of biologically - active molecules that define our health and our disease Image of a tumor within a lung Source: PhRMA 2014 Industry Profile, Alkinhibitors. com Safe Harbor Statement - This presentation contains "forward - looking stat

September 11, 2017 PRE 14A

Protea Biosciences Group PRE 14A

PRE 14A 1 v474900pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Ad

August 29, 2017 S-1

Protea Biosciences Group S-1

As filed with the Securities and Exchange Commission on August 29, 2017 Registration No.

August 25, 2017 EX-3.2

GUARANTY AGREEMENT

EX-3.2 3 v474090ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of August , 2017, by PROTEA BIOSCIENCES, INC., a Delaware corporation (the “Guarantor”) in favor of SUMMIT RESOURCES, INC. a West Virginia corporation (the “Lender”), or its registered assigns. PREAMBLE A. Reference is made to that certain $500,000 Promissory Note (the “Note”) d

August 25, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v4740908k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 25, 2017 Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of

August 25, 2017 EX-3.1

PROMISSORY NOTE

EX-3.1 2 v474090ex3-1.htm EXHIBIT 3.1 Exhibit no. 3.1 PROMISSORY NOTE Effective Date: As of August , 2017 U.S. up to $500,000 FOR VALUE RECEIVED, PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (“Borrower” or the “Company”), having any address at 1311 Pineview Drive, Morgantown, West Virginia 26506, promises to pay to the order of SUMMIT RESOURCES, INC., a West Virginia corporation, having

August 25, 2017 EX-3.4

PROTEA BIOSCIENCES GROUP, INC. 1311 Pineview Drive, Morgantown, West Virginia 26505

Exhibit 3.4 PROTEA BIOSCIENCES GROUP, INC. 1311 Pineview Drive, Morgantown, West Virginia 26505 August 25, 2017 PPLL PARTNERS, LLC 1732 1st Avenue, Suite 22878, New York, NY 10128 Attn.: James Ahearn -and- SUMMIT RESOURCES, INC. 303 Middle Collison Road, Mount Lookout, West Virginia 26678 Attn: Stephen Antoline, President Gentlemen: Reference is made to the following securities issued by the Compa

August 25, 2017 EX-3.3

PROTEA BIOSCIENCES GROUP, INC. TO PURCHASE COMMON STOCK OF THE COMPANY

Exhibit 3.3 THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THER

August 18, 2017 10-Q

PRGB / Protea Biosciences Group Inc FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51474 Protea Bio

August 14, 2017 NT 10-Q

Protea Biosciences Group FORM 12B-25

NT 10-Q 1 v473206nt10q.htm FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-51474 CUSIP Number 74365B109 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For period ended: June 30, 2017 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ T

June 28, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v4698868k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 9, 2017 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of In

May 19, 2017 EX-3.1

State of Delaware Secretary of State Division of Corporations Delivered 03:34 PM 04/25/2017 FILED 03:34 PM 04/25/2017 SR 20172790022 - File Number 3974950

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 03:34 PM 04/25/2017 FILED 03:34 PM 04/25/2017 SR 20172790022 - File Number 3974950 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF PROTEA BIOSCIENCES GROUP, INC. (a Delaware corporation) The undersigned, Stephen Turner, hereby certifies that: 1. He is the Chief Executive Officer of Protea Bioscience

May 19, 2017 10-Q

Protea Biosciences Group FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51474 Protea Bi

May 15, 2017 NT 10-Q

Protea Biosciences Group NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-51474 CUSIP Number 74365B109 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: March 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

April 24, 2017 EX-3.7

SUMMIT RESOURCES, INC. 303 Middle Collison Road, Mount Lookout, West Virginia 26678

Exhibit 3.7 SUMMIT RESOURCES, INC. 303 Middle Collison Road, Mount Lookout, West Virginia 26678 April 20, 2017 Protea Biosciences Group, Inc. and Protea Biosciences, Inc. 1311 Pineview Drive, Morgantown, West Virginia 26506 Gentlemen: Reference is made to the $1,750,000 principal amount senior secured convertible note, dated April 3, 2017 (the “Summit Note”) issued by Protea Biosciences Group, Inc

April 24, 2017 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 20, 2017 Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissi

April 24, 2017 EX-3.4

PROTEA BIOSCIENCES GROUP, INC. TO PURCHASE COMMON STOCK OF THE COMPANY

Exhibit 3.4 Exhibit A to Senior Secured Convertible Note THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECUR

April 24, 2017 EX-3.5

EXCHANGE AGREEMENT

Exhibit 3.5 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?), dated April 17, 2017, but deemed to be effective as of March 31, 2017 (the ?Effective Date?), is made by and between PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (?Company?), and GRQ CONSULTANTS, INC. 401(k) (?GRQ? or ?Holder?), as a holder of a 10% OID senior secured promissory note of the Company in $720,000 orig

April 24, 2017 EX-3.1

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 3.1 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE Effective Date: As of April 3, 2017 U.S. $1,750,000.00 FOR VALUE RECEIVED, PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (“Borrower” or the “Company”), having any address at 1311 Pineview Drive, Morgantown, West Virginia 26506, promises to pay to the order of SUMMIT RESOURCES, INC., a West Virginia corporation, having an address at 30

April 24, 2017 EX-3.6

RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

EX-3.6 7 v464938ex3-6.htm EXHIBIT 3.6 Exhibit 3.6 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD

April 24, 2017 EX-3.3

SECURITY AGREEMENT

EX-3.3 4 v464938ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 Exhibit B to Senior Secured Convertible Note SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April , 2017 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement"), made by and among (A) PROTEA BIOSCIENCES GROUP, INC.., a Delaware corporation (“PRGB” or the “Company”), (B)

April 24, 2017 EX-3.2

GUARANTY AGREEMENT

EX-3.2 3 v464938ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 Exhibit C to Senior Secured Convertible Note GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of April , 2017, by PROTEA BIOSCIENCES, INC., a Delaware corporation (the “Guarantor”) in favor of SUMMIT RESOURCES, INC. a West Virginia corporation (the “Lender”), or its registered assigns. PREAMBLE A. Reference is made to that cer

April 14, 2017 10-K

Protea Biosciences Group FORM 10-K (Annual Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report under section 13 Or 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2016 or ? transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-51474 PROTEA BIOSCIENCES GROUP, INC. (Exact

April 14, 2017 EX-10.141

20% AMENDED AND RESTATED ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 30, 2017

Exhibit 10.141 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

April 14, 2017 EX-10.142

EXCHANGE AGREEMENT

Exhibit 10.142 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of March ], 2017, is made by and between PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (“Company”), and the undersigned signatory hereto (“Holder”), as a holder of the Units of Common Stock and Warrants (as defined below) in the Company’s 2013 Offering (as defined below). INTRODUCTION: This Agreement is

April 14, 2017 EX-10.138

PROTEA BIOSCIENCES GROUP, INC. HOLDING CORP. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.138 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN A

April 14, 2017 EX-21.1

SUBSIDIARY OF THE COMPANY

EX-21.1 10 v462304ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARY OF THE COMPANY Protea Biosciences, Inc. (Delaware Corporation)

April 14, 2017 EX-10.137

DEBT CONVERSION AGREEMENT

Exhibit 10.137 DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereto (the “Agreement Date”) between PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (the “Company”), and the Person who has executed this Agreement under the designation “Investor” on the signature page of this Agreement (the “Investor”). W I T N E

April 14, 2017 EX-10.143

EXCHANGE AGREEMENT

EX-10.143 8 v462304ex10-143.htm EXHIBIT 10.143 Exhibit 10.143 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of March ], 2017, is made by and between PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (“Company”), and the undersigned signatory hereto (“Holder”), as a holder of the Units of Common Stock and Warrants (as defined below) in the Company’s 2016-17 Offering (a

April 14, 2017 EX-10.106

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.106 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR

April 14, 2017 EX-10.140

FORM OF CLASS B COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

EX-10.140 5 v462304ex10-140.htm EXHIBIT 10.140 Exhibit 10.140 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFER

April 14, 2017 EX-10.144

EXCHANGE AGREEMENT

Exhibit 10.144 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc. (the “Company”), and the undersigned (the “Investor”). WITNESSETH: WHEREAS, in 2016, the Company conducted a private offering (the “Offering”) of 20% original issue discount unsecured convertible debentures (the “Debentu

April 5, 2017 EX-3.3

FORM OF CLASS A COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 3.3 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

April 5, 2017 EX-3.4

FORM OF CLASS B COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 3.4 EXHIBIT D NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

April 5, 2017 EX-3.1

AMENDED AND RESTATED CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Protea Biosciences Group, Inc. Up to $5,000,000 500 Units of Securities Consisting of Shares of Common Stock and Warrants to Purchase Common Stock

Exhibit 3.1 AMENDED AND RESTATED CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Protea Biosciences Group, Inc. Up to $5,000,000 500 Units of Securities Consisting of Shares of Common Stock and Warrants to Purchase Common Stock This Amended and Restated Confidential Private Placement Memorandum together with all exhibits and documents incorporated by reference (the ?Memorandum?) relates to an offering (

April 5, 2017 EX-3.2

SUBSCRIPTION AGREEMENT

Exhibit 3.2 Exhibit A SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc. (the “Company”), and the undersigned (the “Subscriber”). WITNESSETH: WHEREAS, the Company is conducting a private offering (the “Offering”) of up a minimum of $500,000 and up to a maximum of $5,000,000 of units

April 5, 2017 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 31, 2017 Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissi

April 4, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 30, 2017 Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissi

March 31, 2017 NT 10-K

Protea Biosciences Group NT 10-K

NT 10-K 1 v463177nt10-k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-51474 CUSIP Number 74365B109 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2016 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐

March 28, 2017 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 v4626978k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 24, 2017 Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of

March 28, 2017 EX-3.1

DEBT CONVERSION AGREEMENT

EX-3.1 2 v462697ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereto (the “Agreement Date”) between PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (the “Company”), and the Person who has executed this Agreement under the designation “Investor” on the signature page of this Ag

March 2, 2017 DEF 14A

Protea Biosciences Group DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Mate

February 23, 2017 PRER14A

Protea Biosciences Group PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 2) (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials

February 21, 2017 PRER14A

Protea Biosciences Group PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials

February 15, 2017 CORRESP

Protea Biosciences Group ESP

CORRESP 1 filename1.htm PROTEA BIOSCIENCES GROUP, INC. Protea Biosciences Group, Inc. 1311 Pineview Drive, Suite 501 Morgantown, West Virginia 26505 February 15, 2017 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Protea Biosciences Group, Inc. Preliminary Proxy Statement on Schedule 14A Filed February 9, 2017, File No. 000-514

February 15, 2017 CORRESP

Protea Biosciences Group ESP

PROTEA BIOSCIENCES GROUP, INC. Protea Biosciences Group, Inc. 1311 Pineview Drive, Suite 501 Morgantown, West Virginia 26505 February 15, 2017 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Protea Biosciences Group, Inc. Preliminary Proxy Statement on Schedule 14A Filed February 9, 2017 File No. 000-51474 To whom it may concern

February 9, 2017 PRE 14A

Protea Biosciences Group PRELIMINARY PROXY STATEMENT

PRE 14A 1 v458944pre14a.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

December 16, 2016 424B3

PROSPECTUS SUPPLEMENT NO. 6 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-202114 PROSPECTUS SUPPLEMENT NO. 6 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock This prospectus supplement no. 6 (the ?Supplement?) supplements information contained in the prospectus dated April 23, 2015 (the ?Prospectus?), prospectus supplement no. 1 dated May 18, 2015, prospectus supplement no. 2 dated August 28, 2015, pr

November 21, 2016 EX-10.14

20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE DUE [_____________ __, 2017]1

EX-10.14 4 v452672ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 Exhibit B NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT B

November 21, 2016 EX-10.16

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.16 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR

November 21, 2016 EX-10.13

SUBSCRIPTION AGREEMENT

EX-10.13 3 v452672ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc. (the “Company”), and the undersigned (the “Subscriber”). WITNESSETH: WHEREAS, the Company is conducting a private offering (the “Offering”) for which Laidlaw & Company (UK) L

November 21, 2016 EX-10.10

Protea Biosciences Group, Inc. 1311 Pineview Drive, Suite 501 Morgantown, WV 26505

Exhibit 10.10 Protea Biosciences Group, Inc. 1311 Pineview Drive, Suite 501 Morgantown, WV 26505 September 9, 2016 To Investors in 20% OID Debentures and Warrants of Protea Biosciences Group, Inc. Dear Investor: In May, June, and July 2016, Protea Biosciences Group, Inc. (?Protea? or the ?Company?) sold to you and certain other accredited investors an aggregate of $2,013,750 principal amount of 20

November 21, 2016 EX-10.15

FORM OF COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.15 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

November 21, 2016 10-Q

Protea Biosciences Group 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51474 Prote

November 15, 2016 NT 10-Q

Protea Biosciences Group NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-51474 CUSIP Number 74365B109 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: September 30, 2016 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

November 9, 2016 EX-10.1

SUBSCRIPTION AGREEMENT

EX-10.1 2 v452532ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc. (the “Company”), and the undersigned (the “Subscriber”). WITNESSETH: WHEREAS, the Company is conducting a private offering (the “Offering”) of up a minimum of $500,000 and up to

November 9, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 v4525328k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 27, 2016 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdict

November 9, 2016 EX-10.3

FORM OF CLASS A COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

November 9, 2016 EX-10.5

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR H

November 9, 2016 EX-10.2

PROTEA BIOSCIENCES GROUP, INC. REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 PROTEA BIOSCIENCES GROUP, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the ?Agreement?), dated as of the date set forth on the signature page hereto, is made by and between Protea Biosciences Group, Inc., a Delaware corporation (the ?Company?) and the undersigned investor (the ?Investor?). RECITALS WHEREAS, in connection with that certain Subscription Agreeme

November 9, 2016 EX-10.4

FORM OF CLASS B COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

October 25, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 21, 2016 Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commis

October 25, 2016 EX-3.1

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF PROTEA BIOSCIENCES GROUP, INC. (a Delaware corporation)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF PROTEA BIOSCIENCES GROUP, INC. (a Delaware corporation) The undersigned, Stephen Turner, hereby certifies that: 1. He is the Chief Executive Officer of Protea Biosciences Group, Inc. (the ?Corporation?), a Delaware corporation, and is duly authorized by the unanimous written consent of the Board of Directors of the Corpora

September 23, 2016 DEF 14A

Protea Biosciences Group DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant t

September 21, 2016 PRER14A

Protea Biosciences Group PRER14A

PRER14A 1 v449124prer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A AMENDMENT NO. 4 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statemen

September 14, 2016 EX-10.3

SECURITY AGREEMENT

Exhibit 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?) is made as of September 8, 2016 (the ?Effective Date?) by and among (A) Protea Biosciences Group, Inc., a corporation organized under the laws of the State of Delaware (?PRGB? or the ?Parent?); (B) Protea Biosciences, Inc., a corporation organized under the laws of the State of Delaware (the ?Subsidiary?); and (C) (the ?Sec

September 14, 2016 EX-10.5

Protea Biosciences, Inc.

EX-10.5 6 v448841ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Protea Biosciences, Inc. 1311 Pineview Dr, Suite 501 Morgantown, WV 26507 Greg W. Kilby 671 Kadar Drive | West Chester, PA 19382 | Phone: 484 868-6542 | [email protected] September 4th, 2016 Mr. Stephen Turner CEO & President Protea Biosciences, Inc. Dear Stephen, It is with extreme regret that I send you my notice of resignation as Protea's

September 14, 2016 EX-10.4

GUARANTY AGREEMENT

EX-10.4 5 v448841ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 GUARANTY AGREEMENT This Guaranty (“Guaranty Agreement”) is made and executed as of this 8th day of September 2016 by PROTEA BIOSCIENCES, INC., a Delaware corporation (“Guarantor”), having its principal place of business at 1311 Pineview Drive, Suite 501, Morgantown, WV 26505, in favor of , (“Lender”), having its principal place of business at .

September 14, 2016 EX-10.1

NOTE PURCHASE AGREEMENT

Exhibit 10.1 NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (this ?Agreement?) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc. (the ?Company?), and the undersigned (the ?Lender?). WITNESSETH: WHEREAS, the Company desires to borrower the sum of $650,000 from the Lender and the Lender is willing to make a $650,000 loan to the Company (the ?Loan

September 14, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 8, 2016 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commi

September 14, 2016 EX-10.2

10% ORIGINAL ISSUE DISCOUNT SECURED PROMISSORY NOTE DUE OCTOBER 15, 2016

EX-10.2 3 v448841ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE

September 13, 2016 PRER14A

Protea Biosciences Group PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A AMENDMENT NO. 3 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o

September 6, 2016 PRER14A

Protea Biosciences Group PRER14A

PRER14A 1 v448380prer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A AMENDMENT NO. 2 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statemen

August 26, 2016 RW

Protea Biosciences Group RW

RW 1 v447791rw.htm RW Protea Biosciences Group, Inc. 1311 Pineview Drive. Suite 501 Morgantown, WV 26505 P: 304.292.2226 www.proteabio.com August 26, 2016 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Suzanne Hayes, Assistant Director Mr. Michael Gershon Mr. Joseph McCann Re: Protea Biosciences

August 22, 2016 PRER14A

Protea Biosciences Group PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A AMENDMENT NO. 1 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨

August 22, 2016 PRER14A

Protea Biosciences Group PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A AMENDMENT NO. 1 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨

August 18, 2016 EX-3.2

SECOND AMENDED AND RESTATED BYLAWS OF PROTEA BIOSCIENCES GROUP, INC. (a Delaware corporation) Adopted August 16, 2016

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF PROTEA BIOSCIENCES GROUP, INC. (a Delaware corporation) Adopted August 16, 2016 TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 3 1.1 REGISTERED OFFICE 3 1.2 OTHER OFFICES 3 ARTICLE II - MEETINGS OF STOCKHOLDERS 3 2.1 PLACE OF MEETINGS 3 2.2 ANNUAL MEETING 3 2.3 SPECIAL MEETING 3 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEET

August 18, 2016 10-Q/A

PRGB / Protea Biosciences Group Inc 10-Q/A - Quarterly Report - FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 16, 2016 PRE 14A

Protea Biosciences Group PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Mate

August 16, 2016 PRE 14A

Protea Biosciences Group PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Mate

August 15, 2016 10-Q

PRGB / Protea Biosciences Group Inc 10-Q - Quarterly Report - 10-Q

10-Q 1 v44638510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

August 15, 2016 10-Q

PRGB / Protea Biosciences Group Inc 10-Q - Quarterly Report - 10-Q

10-Q 1 v44638510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

August 15, 2016 EX-10.2

Revised Media Advertising Agreement

EX-10.2 4 v446385ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Revised Media Advertising Agreement This Revised Agreement (the “Agreement”) is made this July 1, 2016 (the “Execution Date”), by and between AI & J Media INC. Located at 48 Wall Street, 11th Floor, New York, New York 10005 hereinafter sometimes referred to as Consultant and Protea Biosciences Group, Inc. located at 955 Hartman Run Road, Morgan

August 15, 2016 424B3

PROSPECTUS SUPPLEMENT NO. 5 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock

424B3 1 v447026424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-202114 PROSPECTUS SUPPLEMENT NO. 5 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock This prospectus supplement no. 5 (the “Supplement”) supplements information contained in the prospectus dated April 23, 2015 (the “Prospectus”), prospectus supplement no. 1 dated May 18, 2015, prospectus supplement

August 15, 2016 EX-3.2

AMENDED AND RESTATED BYLAWS OF PROTEA BIOSCIENCES GROUP, INC. (a Delaware corporation) Adopted June 22, 2016 TABLE OF CONTENTS

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PROTEA BIOSCIENCES GROUP, INC. (a Delaware corporation) Adopted June 22, 2016 TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 3 2.5

August 15, 2016 EX-10.1

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

EX-10.1 3 v446385ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO

August 15, 2016 424B3

PROSPECTUS SUPPLEMENT NO. 5 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock

424B3 1 v447026424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-202114 PROSPECTUS SUPPLEMENT NO. 5 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock This prospectus supplement no. 5 (the “Supplement”) supplements information contained in the prospectus dated April 23, 2015 (the “Prospectus”), prospectus supplement no. 1 dated May 18, 2015, prospectus supplement

August 15, 2016 EX-10.2

Revised Media Advertising Agreement

EX-10.2 4 v446385ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Revised Media Advertising Agreement This Revised Agreement (the “Agreement”) is made this July 1, 2016 (the “Execution Date”), by and between AI & J Media INC. Located at 48 Wall Street, 11th Floor, New York, New York 10005 hereinafter sometimes referred to as Consultant and Protea Biosciences Group, Inc. located at 955 Hartman Run Road, Morgan

August 15, 2016 EX-10.1

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

EX-10.1 3 v446385ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO

August 12, 2016 EX-10.1

SUBSCRIPTION AGREEMENT

Exhibit 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this ?Agreement?) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc. (the ?Company?), and the undersigned (the ?Subscriber?). WITNESSETH: WHEREAS, the Company is conducting a private offering (the ?Offering?) for which Laidlaw & Company (UK) Ltd. is acting as placement agent on a ?best e

August 12, 2016 EX-10.2

20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE DUE [______________, 2016]

EX-10.2 3 v446732ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR S

August 12, 2016 EX-10.4

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

EX-10.4 5 v446732ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO

August 12, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 29, 2016 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissio

August 12, 2016 EX-10.1

SUBSCRIPTION AGREEMENT

Exhibit 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this ?Agreement?) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc. (the ?Company?), and the undersigned (the ?Subscriber?). WITNESSETH: WHEREAS, the Company is conducting a private offering (the ?Offering?) for which Laidlaw & Company (UK) Ltd. is acting as placement agent on a ?best e

August 12, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 29, 2016 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissio

August 12, 2016 EX-10.4

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

EX-10.4 5 v446732ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO

August 12, 2016 EX-10.3

FORM OF COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

August 12, 2016 EX-10.3

FORM OF COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

July 15, 2016 S-1/A

Protea Biosciences Group S-1/A

As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-1/A

Protea Biosciences Group S-1/A

S-1/A 1 v443740s1a.htm S-1/A As filed with the Securities and Exchange Commission on July , 2016 Registration No. 333-211674 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 2834 20-2903252 (State or Ot

June 22, 2016 S-1/A

Protea Biosciences Group FORM S-1/A

As filed with the Securities and Exchange Commission on June 22, 2016 Registration No.

June 3, 2016 EX-1.01

Protea Biosciences Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2015

Exhibit 1.01 Protea Biosciences Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2015 This Conflict Minerals Report of Protea Biosciences Group, Inc. (the ?Company?) for the year ended December 31, 2015 is in accordance with Rule 13p-1 (the ?Rule?) under the Securities Exchange Act of 1934 (the ?1934 Act?). The Rule was adopted by the Securities and Exchange Commission (the ?SE

June 3, 2016 SD

Protea Biosciences Group SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1311 Pineview Drive, Suite 501, Morgantown, WV 26505

May 27, 2016 S-1

Protea Biosciences Group FORM S-1

As filed with the Securities and Exchange Commission on May 27, 2016 Registration No.

May 13, 2016 EX-10.7

Media Advertising Agreement

EX-10.7 5 v439235ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Media Advertising Agreement This Agreement (the “Agreement”) is made this March 16, 2016 (the “Execution Date”), by and between Al & J Media INC. Located at 48 Wall Street, 11th Floor, New York, New York 10005 hereinafter sometimes referred to as Consultant and Protea Biosciences Group, Inc. located at 1311 Pineview Drive, Suite 501, Morgantown

May 13, 2016 10-Q

Protea Biosciences Group 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51474 Protea Bi

May 13, 2016 EX-10.4

LOAN MODIFICATION AND WARRANT ISSUANCE AGREEMENT

Exhibit 10.4 LOAN MODIFICATION AND WARRANT ISSUANCE AGREEMENT THIS LOAN MODIFICATION AND WARRANT ISSUANCE AGREEMENT (this ?Agreement?) made and entered on this 30 day of December, 2015, by and between PROTEA BIOSCIENCES GROUP, INC. (the ?Company?), a corporation existing under the laws of the State of Delaware, and WEST VIRGINIA JOBS INVESTMENT TRUST BOARD (?WVJITB?); WHEREAS, WVJITB loaned $400,0

May 13, 2016 EX-10.5

PROTEA BIOSCIENCES GROUP, INC. TO PURCHASE COMMON STOCK OF THE COMPANY

Exhibit 10.5 THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THE

May 13, 2016 EX-10.6

LOAN MODIFICATION AND WARRANT ISSUANCE AGREEMENT

Exhibit 10.6 LOAN MODIFICATION AND WARRANT ISSUANCE AGREEMENT THIS LOAN MODIFICATION AND WARRANT ISSUANCE AGREEMENT (this ?Agreement?) made and entered on this 31st day of March, 2016, by and between PROTEA BIOSCIENCES GROUP, INC. (the ?Company?), a corporation existing under the laws of the State of Delaware, and WEST VIRGINIA JOBS INVESTMENT TRUST BOARD (?WVJITB?); WHEREAS, WVJITB loaned $400,00

March 28, 2016 424B3

PROSPECTUS SUPPLEMENT NO. 4 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock

424B3 1 v435492424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-202114 PROSPECTUS SUPPLEMENT NO. 4 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock This prospectus supplement no. 4 (the “Supplement”) supplements information contained in the prospectus dated April 23, 2015 (the “Prospectus”), prospectus supplement no. 1 dated May 18, 2015, prospectus supplement

March 16, 2016 10-K

Protea Biosciences Group FORM 10-K (Annual Report)

10-K 1 v43219510k.htm FORM 10-K United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report under section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2015 or ¨ transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-51474 PROTEA

March 16, 2016 EX-10.96

FORM OF LOCK-UP AGREEMENT

Exhibit 10.96 FORM OF LOCK-UP AGREEMENT August 27, 2015 Re: Unit Purchase Agreement, dated as of August 27, 2015 (the “Purchase Agreement”), between Protea Biosciences Group, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (t

March 16, 2016 EX-21.1

SUBSIDIARY OF THE COMPANY

EX-21.1 3 v432195ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARY OF THE COMPANY Protea Biosciences, Inc. (Delaware Corporation)

March 10, 2016 8-K

Protea Biosciences Group FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 4, 2016 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissio

March 10, 2016 EX-10.3

PROTEA BIOSCIENCES GROUP, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK

EX-10.3 4 v433954ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 THIS WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR ANY SHARES ISSUABLE HEREUNDER UNDE

March 10, 2016 EX-10.2

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE Effective Date: March 4, 2016 U.S. $655,000.00 FOR VALUE RECEIVED, Protea Biosciences Group, Inc., a Delaware corporation (“Borrower”), promises to pay to St. George Investments LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $655,000.00 and any interest, fees, charges, and late fees on the date that is six (6) months after t

March 10, 2016 EX-10.1

Securities Purchase Agreement

EX-10.1 2 v433954ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this “Agreement”), dated as of March 4, 2016, is entered into by and between Protea Biosciences Group, Inc., a Delaware corporation (“Company”), and St. George Investments LLC, a Utah company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and d

December 8, 2015 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 1, 2015 Protea Biosciences Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commis

November 24, 2015 424B3

PROSPECTUS SUPPLEMENT NO. 3 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock

424B3 1 v425591424b3.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-202114 PROSPECTUS SUPPLEMENT NO. 3 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock This prospectus supplement no. 3 (the “Supplement”) supplements information contained in the prospectus dated April 23, 2015 (the “Prospectus”), prospectus supplement no. 1 dated May 18, 2015 and prospectus sup

October 14, 2015 DEF 14A

Protea Biosciences Group DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Mate

September 23, 2015 CORRESP

Protea Biosciences Group ESP

CORRESP 1 filename1.htm Protea Biosciences Group, Inc. 1311 Pineview Drive. Suite Morgantown, WV 26505 P: 304.292.2226 www.proteabio.com September 21, 2015 VIA EDGAR AND FEDERAL EXPRESS Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Suzanne Hayes, Assistant Director Mr. Johnny Gharib Re: Protea Biosciences Group, Inc. Preli

September 23, 2015 PRER14A

Protea Biosciences Group PRER14A

PRER14A 1 v420776prer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Ad

September 11, 2015 CORRESP

Protea Biosciences Group ESP

CORRESP 1 filename1.htm Protea Biosciences Group, Inc. 1311 Pineview Drive. Suite Morgantown, WV 26505 P: 304.292.2226 www.proteabio.com September 11, 2015 VIA EDGAR AND FEDERAL EXPRESS Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Suzanne Hayes, Assistant Director Mr. Johnny Gharib Re: Protea Biosciences Group, Inc. Preli

September 1, 2015 PRE 14A

Protea Biosciences Group PRE 14A

PRE 14A 1 v419549pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Add

August 28, 2015 424B3

PROSPECTUS SUPPLEMENT NO. 2 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-202114 PROSPECTUS SUPPLEMENT NO. 2 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock This prospectus supplement no. 2 (the “Supplement”) supplements information contained in the prospectus dated April 23, 2015 (the “Prospectus”) and prospectus supplement no. 1 dated May 18, 2015, relating to the resale by selling stockholders of

July 8, 2015 EX-3.01

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION PROTEA BIOSCIENCES GROUP, INC. (a Delaware corporation)

Exhibit 3.01 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF PROTEA BIOSCIENCES GROUP, INC. (a Delaware corporation) The undersigned, Stephen Turner, hereby certifies that: 1. He is the Chief Executive Officer of Protea Biosciences Group, Inc. (the ?Corporation?), a Delaware corporation, and is duly authorized by the unanimous written consent of the Board of Directors of the Corpor

July 8, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 v4150968k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 1, 2015 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction

May 29, 2015 EX-10.2

20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE DUE NOVEMBER 22, 2015

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

May 29, 2015 EX-10.3

FORM OF COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

May 29, 2015 EX-10.1

SUBSCRIPTION AGREEMENT

EX-10.1 2 v411944ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc., (the “Company”), and the undersigned (the “Subscriber”). WITNESSETH: WHEREAS, the Company is conducting a private offering (the “Offering”) for which Laidlaw & Company (UK) Ltd.

May 29, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 22, 2015 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commission

May 28, 2015 SD

Protea Biosciences Group SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 955 Hartman Run Road Morgantown, WV 26505 (Address o

May 28, 2015 EX-1.01

Protea Biosciences Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2014

Exhibit 1.01 Protea Biosciences Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2014 This Conflict Minerals Report of Protea Biosciences Group, Inc. (the ?Company?) for the year ended December 31, 2014 is in accordance with Rule 13p-1 (the ?Rule?) under the Securities Exchange Act of 1934 (the ?1934 Act?). The Rule was adopted by the Securities and Exchange Commission (the ?SE

May 18, 2015 424B3

PROSPECTUS SUPPLEMENT NO. 1 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-202114 PROSPECTUS SUPPLEMENT NO. 1 PROTEA BIOSCIENCES GROUP, INC. 48,221,763 Shares of Common Stock This prospectus supplement no. 1 (the ?Supplement?) supplements information contained in the prospectus dated April 23, 2015 (the ?Prospectus?), relating to the resale by selling stockholders of Protea Biosciences Group, Inc., a Delaware corporat

May 1, 2015 424B3

PROSPECTUS Protea Biosciences Group, Inc. 48,221,763 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File Number 333-202114 PROSPECTUS Protea Biosciences Group, Inc.

April 24, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 17, 2015 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissi

April 17, 2015 S-1/A

Protea Biosciences Group S-1/A

S-1/A 1 v407516s1a.htm S-1/A As filed with the Securities and Exchange Commission on April 17, 2015 Registration No. 333-202114 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Protea Biosciences Group, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 20-2903252 (St

April 16, 2015 S-1/A

Protea Biosciences Group FORM S-1/A

As filed with the Securities and Exchange Commission on April 16, 2015 Registration No.

April 8, 2015 SC 13D/A

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 8 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Steve Antoline 955 Hartman Run Road Morgantown, WV 26505 (304) 292-2226 (Name, Address and Telephone Number of

April 6, 2015 EX-10.3

PROTEA BIOSCIENCES GROUP, INC. REGISTRATION RIGHTS AGREEMENT

EX-10.3 4 v403988ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PROTEA BIOSCIENCES GROUP, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of the date set forth on the signature page hereto, is made by and between Protea Biosciences Group, Inc., a Delaware corporation (the “Company”) and the undersigned investor (the “Investor”). RECITALS WHEREAS, in connecti

April 6, 2015 EX-10.4

EMPLOYMENT AGREEMENT

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into by and between Stephen Turner (the ?Executive?) and Protea Biosciences Group, Inc., a corporation organized under the laws of Delaware (the ?Company?). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be emplo

April 6, 2015 EX-10.2

UNIT PURCHASE AGREEMENT BY AND AMONG PROTEA BIOSCIENCES GROUP, INC. AND THE PURCHASERS PARTY HERETO

EX-10.2 3 v403988ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 UNIT PURCHASE AGREEMENT BY AND AMONG PROTEA BIOSCIENCES GROUP, INC. AND THE PURCHASERS PARTY HERETO Schedules and Exhibits TO Unit PURCHASE AGREEMENT Schedule 3.1 Foreign Jurisdictions Schedule 3.2 Subsidiaries; Joint Ventures, Partnerships Schedule 3.3.2 Capitalization Matters Schedule 3.4 Authorization; Binding Obligations Schedule 3.6 Absenc

April 6, 2015 EX-3.01

CERTIFICATE OF DESIGNATIONS OF THE SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK OF PROTEA BIOSCIENCES GROUP, INC. PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW

Exhibit 3.01 CERTIFICATE OF DESIGNATIONS OF THE SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK OF PROTEA BIOSCIENCES GROUP, INC. PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW I, Stephen Turner, hereby certify that I am the President of Protea Biosciences Group, Inc. (the ?Corporation?), a corporation organized and existing under the Delaware General Corporation Law (the ?DGCL?),

April 6, 2015 8-K

Protea Biosciences Group FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 31, 2015 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissi

April 6, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 31, 2015 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissi

April 6, 2015 EX-10.1

SHARE PURCHASE AGREEMENT PROTEA BIOSCIENCES GROUP, INC. vivoPHARM PTY LTD. DR. RALF BRANDT THE BRANDT FAMILY TRUST SOUTH AUSTRALIAN LIFE SCIENCE ADVANCEMENT PARTNERSHIP, LP TERRA ROSSA CAPITAL PTY LTD ROYAL MELBOURNE INSTITUTE OF TECHNOLOGY trading a

EXHIBIT 10.1 Execution Copy SHARE PURCHASE AGREEMENT among PROTEA BIOSCIENCES GROUP, INC. vivoPHARM PTY LTD. DR. RALF BRANDT and THE BRANDT FAMILY TRUST SOUTH AUSTRALIAN LIFE SCIENCE ADVANCEMENT PARTNERSHIP, LP TERRA ROSSA CAPITAL PTY LTD ROYAL MELBOURNE INSTITUTE OF TECHNOLOGY trading as ?RMIT UNIVERSITY? Dated as of March 31, 2015 TABLE OF CONTENTS SECTION PAGE ARTICLE I DEFINITIONS 1.1. Definit

April 6, 2015 EX-10.1

To subscribe for Units including Preferred Stock and Warrants to Purchase Shares of Common Stock in the private offering of PROTEA BIOSCIENCES GROUP, INC.

EX-10.1 2 v403988ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 To subscribe for Units including Preferred Stock and Warrants to Purchase Shares of Common Stock in the private offering of PROTEA BIOSCIENCES GROUP, INC. 1. Date and Fill in the number of units (each unit consisting of (a) 50,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company (“Preferred Stock”), an

April 6, 2015 EX-99.1

Protea announces agreement to acquire vivoPharm Combined company to develop and market new services for pharmaceutical R&D

Exhibit 99.1 Protea Biosciences Group, Inc. 955 Hartman Run Road Morgantown, WV 26507 P: 304.292.2226 F: 304.292.7101 www.proteabio.com NEWS RELEASE FOR IMMEDIATE RELEASE Protea announces agreement to acquire vivoPharm Combined company to develop and market new services for pharmaceutical R&D Morgantown WV; 8:00 AM ET April 6, 2015 – Protea Biosciences Group, Inc. (OTCQB: PRGB) (“Protea”) announce

March 31, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 25, 2015 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissi

March 27, 2015 SC 13D/A

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 7 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Steve Antoline 955 Hartman Run Road Morgantown, WV 26505 (304) 292-2226 (Name, Address and Telephone Number of

March 18, 2015 EX-3.01

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS PROTEA BIOSCIENCES GROUP, INC.

EX-3.01 2 v404923ex3-01.htm EXHIBIT 3.01 Exhibit 3.01 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF PROTEA BIOSCIENCES GROUP, INC. PROTEA BIOSCIENCES GROUP, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that: FIRST: The Corporation filed with the Secretary of State of the

March 18, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 12, 2015 PROTEA BIOSCIENCES GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51474 20-2903252 (State or Other Jurisdiction of Incorporation) (Commissi

February 13, 2015 EX-10.7

EX-10.7

Exhibit 10.7

February 13, 2015 S-1

PRGB / Protea Biosciences Group Inc S-1 - Registration Statement - FORM S-1

S-1 1 v401637s1.htm FORM S-1 As filed with the Securities and Exchange Commission on February 13, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Protea Biosciences Group, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 20-2903252 (State or Other Jurisdictio

February 13, 2015 EX-10.6

EX-10.6

EX-10.6 3 v401637ex10-6.htm EXHIBIT 10.6 Exhibit 10.6

February 13, 2015 EX-21.1

SUBSIDIARY OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARY OF THE REGISTRANT Protea Biosciences, Inc. (Delaware Corporation)

February 13, 2015 EX-10.88

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.

Exhibit 10.88 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR

January 5, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 v3979958k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 5, 2015 (December 31, 2014) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (S

December 19, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 v3971118k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 19, 2014 (December 18, 2014) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252

December 17, 2014 POS AM

PRGB / Protea Biosciences Group Inc POS AM - - POS AM

As filed with the Securities and Exchange Commission on December 17, 2014 Registration Statement No.

December 5, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 v3959848-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 5, 2014 (December 1, 2014) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (

November 28, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 v3953118k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 28, 2014 (November 25, 2014) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252

November 18, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v3947498-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 18, 2014 (November 18, 2014) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252

November 18, 2014 EX-99.1

Protea Biosciences Announces 2014 Third Quarter Financial Results

Exhibit 99.1 Protea Biosciences Group, Inc. 955 Hartman Run Road Morgantown, WV 26507 P: 304.292.2226 F: 304.292.7101 www.proteabio.com NEWS RELEASE DRAFT - NOT FOR IMMEDIATE RELEASE Protea Biosciences Announces 2014 Third Quarter Financial Results Morgantown, WV; 8:30 AM ET November 18, 2014 – Protea Biosciences Group, Inc. (OTCQB: PRGB) (“Protea” or the “Company”) announced today that it has rep

November 5, 2014 EX-3.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS SERIES A CONVERTIBLE PREFERRED STOCK PROTEA BIOSCIENCES GROUP, INC.

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 05:02 PM 10/30/2014 FILED 04:21 PM 10/30/2014 SRV 141354675 – 397450 FILE CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF PROTEA BIOSCIENCES GROUP, INC. The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Dire

November 5, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 5, 2014 (October 30, 2014) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction of

October 29, 2014 DEF 14A

PRGB / Protea Biosciences Group Inc DEF 14A - - DEF 14A

DEF 14A 1 v392106def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Consent Solicitation Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Consent Solicitation Statement ¨ Confidential, for Use of the Commissio

October 1, 2014 PRE 14A

PRGB / Protea Biosciences Group Inc PRE 14A - - PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Consent Solicitation Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Consent Solicitation Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

September 29, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 6 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Steven Antoline 955 Hartman Run Road Morgantown, WV 26505 (304) 292-2226 (Name, Address and Telephone Number o

September 12, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 13 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number

September 8, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 v388641sc13d-a.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 5 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Steven Antoline 955 Hartman Run Road Morgantown, WV 26505 (304) 2

August 25, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 4 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Steven Antoline 955 Hartman Run Road Morgantown, WV 26505 (304) 292-2226 (Name, Address and Telephone Number o

August 19, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 12 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number

August 18, 2014 EX-17.1

August 18, 2014

August 18, 2014 Stephen Turner Chairman of the Board Protea BioSciences 955 Hartman Run Rd.

August 18, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3871688k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 18, 2014 PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisd

August 5, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 3 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Steven Antoline 955 Hartman Run Road Morgantown, WV 26505 (304) 292-2226 (Name, Address and Telephone Number o

July 15, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 11 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number

July 10, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 2 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Steven Antoline 955 Hartman Run Road Morgantown, WV 26505 (304) 292-2226 (Name, Address and Telephone Number o

July 3, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

SC 13D/A 1 v383261sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 10 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-22

June 19, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

8-K 1 v3818768k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 13, 2014 PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdic

June 9, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 9 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 74365B109 (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number

June 4, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 8 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Pe

May 30, 2014 EX-1.02

Protea Biosciences Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2013

Exhibit 1.02 Protea Biosciences Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2013 This Conflict Minerals Report of Protea Biosciences Group, Inc. (the “Company”) for the year ended December 31, 2013 is in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). The Rule was adopted by the Securities and Exchange Commission (SEC)

May 30, 2014 SD

- SD

SD 1 v380272sd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 955 Hartman Run Road Morgantow

May 28, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

8-K 1 v3799848k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 21, 2014 PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction o

May 16, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 7 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Pe

May 13, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 6 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Pe

April 11, 2014 EX-4.4

April 11, 2014

April 11, 2014 Richardson & Patel, LLP The Chrysler Building 405 Lexington Avenue, 49th Floor New York, NY 10174 Attn: David N.

April 11, 2014 S-8

- FORM S-8

S-8 1 v374451s8.htm FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Protea Biosciences Group, Inc. (Exact name of registrant as specified in its charter) Delaware 99-0370904 (State or other jurisdiction of (IRS Employee Identification No.) incorporation or organization) 955 Hartman Run Road Morgantown

April 7, 2014 SC 13D

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Steven Antoline 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Person Authorized to

April 7, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Steven Antoline 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Person Authorized t

April 7, 2014 424B3

PROSPECTUS PROTEA BIOSCIENCES GROUP, INC. 43,210,440 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File Number 333-193331 PROSPECTUS PROTEA BIOSCIENCES GROUP, INC.

April 4, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

SC 13D/A 1 v374035sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 5 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Na

March 31, 2014 10-K

Protea Biosciences Group FORM 10-K (Annual Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K T Annual report under section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2013 ¨ transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from Commission file number 000-51474 PROTEA BIOSCIENCES GROUP, INC. (Name of regi

March 25, 2014 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 25, 2014 (March 19, 2014) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction of inc

February 14, 2014 SC 13D

PRGB / Protea Biosciences Group Inc / ANTOLINE STEVE - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Steven Antoline 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Person Authorized to

February 14, 2014 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 4 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Pe

February 14, 2014 SC 13D

PRGB / Protea Biosciences Group Inc / HOSTLER STANLEY - SC 13D Activist Investment

SC 13D 1 v368374sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Stanley Hostler 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephon

February 3, 2014 CORRESP

-

CORRESP 1 filename1.htm Protea Biosciences Group, Inc. 955 Hartman Run Road Morgantown, WV 26507 P: 304.292.2226 F: 304.292.7101 www.proteabio.com January 29, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Protea Biosciences Group, Inc. Registration Statement on Form S-1 Filed January 13, 2014 File No. 333

January 29, 2014 S-1/A

- S-1/A

As filed with the Securities and Exchange Commission on January 29, 2014 Registration Statement No.

January 29, 2014 CORRESP

-

Protea Biosciences Group, Inc. 955 Hartman Run Road Morgantown, WV 26507 P: 304.292.2226 F: 304.292.7101 www.proteabio.com January 29, 2014 VIA EDGAR Jeffrey P. Riedler, Assistant Director United States Securities and Exchange Commission Washington, D.C. 20549 Re: Protea Biosciences Group, Inc. Registration Statement on Form S-1 Filed January 13, 2014 File No. 333-193331 Dear Mr. Riedler: This let

January 29, 2014 CORRESP

-

CORRESP 1 filename1.htm Protea Biosciences Group, Inc. 955 Hartman Run Road Morgantown, WV 26507 P: 304.292.2226 F: 304.292.7101 www.proteabio.com January 29, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Protea Biosciences Group, Inc. Registration Statement on Form S-1 Filed January 13, 2014 File No. 333

January 13, 2014 S-1

Registration Statement - S-1

As filed with the Securities and Exchange Commission on January 13, 2014 Registration Statement No.

December 31, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 31, 2013 (December 30, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction

December 20, 2013 EX-16.1

December 19, 2013

EX-16.1 2 v363580ex16-1.htm EX-16.1 EXHIBIT 16.1 December 19, 2013 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Protea Biosciences Group, Inc.’s Form 8-K dated December 20, 2013 and are in agreement with the statements contained therein to the extent they relate to our firm. We have no basis to agree or disagree with ot

December 20, 2013 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 20, 2013 (December 17, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction

December 11, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 11, 2013 (December 10, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction

December 2, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 2, 2013 (November 27, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction o

November 19, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 19, 2013 (November 18, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction

November 19, 2013 8-K/A

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 19, 2013 (November 1, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or ot

November 4, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 4, 2013 (November 1, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction of

October 30, 2013 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 30, 2013 (October 25, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction of

October 30, 2013 EX-10.1

Note Purchase Agreement

EX-10.1 2 v358711ex10-1.htm EX-10.1 Note Purchase Agreement This Note Purchase Agreement (the “Agreement”) is made as of the latest date set forth on the signature page hereto (the “Effective Date”) by and among Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), and the undersigned purchaser (each, individually, a “Purchaser”, and collectively, the “Purchasers”). Any capitaliz

October 30, 2013 EX-10.2

PROTEA BIOSCIENCES GROUP, Inc. CONVERTIBLE PROMISSORY NOTE

EX-10.2 3 v358711ex10-2.htm EX-10.2 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DIS

October 11, 2013 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 10, 2013 (October 7, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction of

October 1, 2013 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 3 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Pe

September 24, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 24, 2013 (September 20, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdictio

September 17, 2013 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Pe

September 16, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 16, 2013 (September 11, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdictio

August 12, 2013 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 7, 2013 PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction of incorporation or org

August 12, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 12, 2013 (August 6, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction of in

August 12, 2013 EX-10.2

PROTEA BIOSCIENCES GROUP, INC. CONVERTIBLE PROMISSORY NOTE ADDENDUM NO. 3

PROTEA BIOSCIENCES GROUP, INC. CONVERTIBLE PROMISSORY NOTE ADDENDUM NO. 3 $20,000 Issue Date: August 6, 2013 This addendum is to acknowledge the fact that Stephen and Nancy Turner, by signing below, have agreed to extend the maturity date of the Convertible Promissory Note issued by Protea Biosciences Group, Inc., a Delaware corporation (the "Company"), for the sum of $20,000 on September 25, 2012

August 2, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 2, 2013 (July 29, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction of inco

July 23, 2013 EX-10.2

PROTEA BIOSCIENCES GROUP, INC. TO PURCHASE COMMON STOCK OF THE COMPANY

EX-10.2 3 v350659ex10-2.htm EX-10.2 THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS

July 23, 2013 EX-10.1

CONVERSION AGREEMENT

CONVERSION AGREEMENT THIS CONVERSION AGREEMENT (the "Agreement"), dated as of 2013, by and among, Protea Biosciences Group, Inc.

July 23, 2013 EX-10.3

Note and Warrant Purchase Agreement

Note and Warrant Purchase Agreement This Note and Warrant Purchase Agreement (the “Agreement”) is made as of , 2013 (the “Effective Date”) by and among Protea Biosciences Group, Inc.

July 23, 2013 EX-10.5

PROTEA BIOSCIENCES GROUP, INC. TO PURCHASE COMMON STOCK OF THE COMPANY

EX-10.5 6 v350659ex10-5.htm EX-10.5 THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS

July 23, 2013 EX-10.4

CONVERTIBLE PROMISSORY NOTE

THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION.

July 23, 2013 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement

8-K 1 v3506598k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 23, 2013 (July 17, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or oth

June 24, 2013 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 1 v3485138k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 24, 2013 (June 18, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State o

June 24, 2013 EX-3.1

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Protea Biosciences Group, Inc.

June 14, 2013 SC 13D/A

PRGB / Protea Biosciences Group Inc / AUSTIN JOSIAH T - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 Protea Biosciences Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) None (CUSIP Number) Josiah T. Austin 955 Hartman Run Road Morgantown, WV 26507 (304) 292-2226 (Name, Address and Telephone Number of Pe

June 4, 2013 DEF 14A

- SCHEDULE 14A

DEF 14A 1 v346698def14a.htm SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by R

May 24, 2013 PRE 14A

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant T Filed by a Party other than the Registrant ¨ Check the appropriate box: T Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 15, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 15, 2013 (April 2, 2013) PROTEA BIOSCIENCES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-51474 20-2903252 (State or other jurisdiction of inco

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