Protea Biosciences Group, Inc. (OTCMKTS:PRGB) Files An 8-K Material Modification to Rights of Security Holders

Item 3.03

Protea Biosciences Group, Inc., a Delaware corporation (the
Company or PRGB) announced that six of its creditors, certain of
which are officers and directors of the Company or their
affiliates, have elected to convert a total of $2,562,718.55 of
loan and related debt obligations owed to them by the Company
into equity securities.

Each of Ed Roberson, Stan Hostler, Scott Segal, Leo Harris and
Summit Resources, an affiliate of Stephen Antoline, all directors
of PRGB, and Virginia Child, wife of Stan Hostler, and Carl
Hostler, son of Stan Hostler, exchanged $30,000, $450,000,
$75,000, $258,000, $1,242,318.55, $250,000 and $257,400, of loans
previously made to the Company, for units of our equity
securities, consisting of (a) an aggregate of 34,101,096 shares
of Company Common Stock, $0.0001 par value per share, valued at
$0.075 per share, (b) 18 month Class A warrants to purchase
34,101,096 shares of Common Stock at an exercise price of $0.09
per share, and (c) five year Class B warrants to purchase another
34,101,096 shares at an exercise price of $0.1125 per share.

Each of the units of securities consisted of one share of Common
Stock, one Class A Warrant and one Class B Warrant. The units of
securities issued to each of the creditors on a pro-rata basis
calculated by dividing the amount of the debt owed by $0.075.

The units of securities issued to the creditors are the same as
the units of securities the Company has been offering to
investors through Laidlaw Company (UK) Ltd., as placement agent,
to a series of private placements sold commencing October 2016
and ending on March 31, 2017.

(d) Exhibits

About Protea Biosciences Group, Inc. (OTCMKTS:PRGB)

Protea Biosciences Group, Inc. is a molecular information company. The Company is engaged in developing and commercializing life science technologies, products and services to identify the molecules that are produced by living cells and all life forms. It also offers a platform technology, Laser Ablation Electrospray Ionization (LAESI), which enables the direct analysis, mapping and display of molecular information in living cells and tissue samples. The Company’s commercial development is centered in three business lines: Molecular Information Services, LAESI Instruments, Software and Consumables, and Molecular Diagnostics and Clinical Research. Its services enable the identification and quantitation of both small molecules (lipids and metabolites) and large molecules (proteins) and the services portfolio, inclusive of mass spectrometry imaging (MSI), proteomics, metabolomics, lipidomics and bioinformatics. Its clients include pharmaceutical, chemical and biotechnology companies.

Protea Biosciences Group, Inc. (OTCMKTS:PRGB) Recent Trading Information

Protea Biosciences Group, Inc. (OTCMKTS:PRGB) closed its last trading session up +0.0009 at 0.0750 with 60,000 shares trading hands.