Protea Biosciences Group, Inc. (OTCMKTS:PRGB) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
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Submission of Matters to a Vote of Security Holders. |
On March 2, 2017, Protea Biosciences Group, Inc., (the Company,
we, us or our) filed with the Securities and Exchange Commission
a Definitive Schedule 14A Consent Solicitation Statement (the
Consent Solicitation) and thereafter mailed the Consent
Solicitation to all Company stockholders of record as of February
21, 2017 (the Record Date). The Consent Solicitation contained
three proposals:
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A Proposal to ratify the appointment of Schneider Downs Co., Inc., as our independent registered public auditors and accountants for our fiscal year ending December 31, 2016 (the Auditors Appointment Proposal); |
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A Proposal to approve the filing of an amended and restated certificate of incorporation in Delaware (Restated Charter), to increase the number of authorizes shares of our common stock, $0.0001 par value per share (Common Stock) from 500,000,000 shares of Common Stock to 750,000,000 shares of Common Stock (the Authorized Common Stock Increase), and with such Authorized Common Stock Increase to be effective at such time and date within one year after the date such action is approved by the Majority Stockholders, if at all, as determined by the Board of Directors in its sole discretion (the Authorized Common Stock Increase Proposal); and |
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A Proposal to include in the Restated Charter or in a subsequent amendment to the Restated Charter, provisions to effect a reverse split of our issued and outstanding Common Stock, within a range of not less than one-for-fifteen (1:15) and not more than one-for-fifty (1:50), with such ratio to be determined by the Board of Directors, in its sole discretion (the Reverse Split), and with such Reverse Split to be effective at such time and date within one year after the date such action is approved by the stockholders, if at all, as determined by the Board of Directors in its sole discretion (the Reverse Split Proposal). |
As of the Record Date, the Company had 172,061,371 shares of the
Common Stock, issued and outstanding and entitled to approve the
Proposal.
On March 30, 2017, the Companys board of directors approved the
Companys decision to exercise such discretionary right by
extending the deadline to receive written consents under the
Consent Solicitation from the original date of March 30, 2017 to
the revised date of April 28, 2017.
As of April 24, 2017, the Company has received the written
consent of more than a majority of the voting power of its Common
Stock outstanding as of the Record Date in favor of the Proposals
and terminated the Consent Solicitation period. The Proposals and
the voting results are set forth below:
Proposals
Auditors Appointment Proposal:
The final vote tabulation was as follows:
| Votes For | Votes Against | Abstentions | |||
| 89,185,336 | 19,800 | 617,563 |
Authorized Common Stock Increase Proposal:
The final vote tabulation was as follows:
| Votes For | Votes Against | Abstentions | |||
| 86,961,263 | 2,116,693 | 744,743 |
Reverse Split Proposal
The final vote tabulation was as follows:
| Votes For | Votes Against | Abstentions | |||
| 87,902,671 | 1,175,885 | 746,143 |
The Company intends to file the Restated Charter with the
Secretary of State of the State of Delaware on April 25, 2017 or
as soon thereafter as is practicable.
Brokers did not have discretionary voting authority on the
Proposal and, as a result, there could be no brokernon-votes. No
other items were presented for stockholder approval in the
Consent Solicitation.
| Item 8.01 | Other Events. |
As disclosed in its Form 10-K filed with the Securities Exchange
Commission (SEC) on April 14, 2017, on April 7, 2017, the Company
and our subsidiary Protea Biosciences, Inc. (the Borrowers)
entered into a loan agreement with Summit Resources, Inc., a West
Virginia corporation (Summit) that is owned by Stephen Antoline,
one of the members of the Board of Directors of the Company.
Summit is also a major stockholder of the Company.
Under the terms of the Summit loan agreement, the Borrowers will
receive loan proceeds from Summit of up to $1,750,000. The loan
amount includes $200,000 previously advanced by Summit and an
additional $1,550,000 that ill be advanced to us from April 2017
through July 2017. The Borrowers issued to Summit a 15% senior
secured promissory note in the principal amount of up to
$1,750,000 that is payable in monthly installments over a period
of 36 months.
Of the loan proceeds, $1,250,000 will be used to purchase a new
state-of-the-art mass spectrometer we recently ordered and the
balance of the loan will be used for working capital. We have
agreed to apply 30% of the net proceeds (after commissions and
offering expenses) we receive from any future equity or equity
type financing to reduce and prepay the $500,000 working capital
portion of the loan. In addition, the entire loan is subject to
mandatory prepayment in the event and to the extent that we
receive gross proceeds of $5,000,000 or more from any subsequent
public offering of our securities.
Commencing 30 days after installation of the instrument the
Borrowers will pay monthly installments of principal and accrued
interest in the amount equal to the greater of (a) $62,030.86
(representing 36 monthly installments of principal and accrued
interest at the rate of 15% per annum), or (b) 20% of the cash
proceeds we receive from customers who may request services from
the Company using the new mass spectrometer equipment. We also
agreed to establish a special lock box to deposit customer cash
proceeds we receive from our use of such equipment.
The Summit note is convertible into shares of the Companys common
stock, $0.001 par value per share (the Common Stock), at the
option of the holder at a conversion price equal to the
lower of $0.075 per share (as adjusted by the contemplated
the reverse stock split), or (b) 85% of the offering price per
share of the Common Stock in any subsequent public offering of
the Companys Common Stock.
The loan is secured by a first lien and security interest on all
of the Borrowers. assets and properties, including the purchased
equipment and all purchase orders we receive in connection
therewith.
In consideration for the loan we issued to Summit a 7-year
warrant to purchase 20,000,000 shares of Company Common Stock at
an exercise price of $0.075 per share.
On September 8, 2016, the Company borrowed the sum of $650,000
from GRQ Consulting, Inc. 401k (GRQ) a non-affiliated third
party. Such loan was evidenced by a $720,000 10% original issue
discount convertible note that was due and payable on October 15,
2016 (the Original GRQ Note). As of March 31, 2017, the Company
paid all but $280,000 of the principal amount of the Original GRQ
Note and currently owes GRQ a total $301,577.79, inclusive of
$21,577.79 of accrued and unpaid interest.
The Original GRQ Note was guaranteed by our Protea Biosciences
subsidiary and is secured by all of the accounts receivable and
inventory of the Company and our subsidiary, and all contract
rights and proceeds thereof (the GRQ Collateral).
On April 20, 2017, we entered into an exchange agreement with GRQ
under Section 3(a)(9) of the Securities Act of 1933, as amended.
Under the terms of the exchange agreement, GRQ exchanged the
Original GRQ Note for a new Company note that requires the
Borrowers to pay in full the overdue $301,577.79 amount by not
later than June 30, 2017, plus an additional unsecured amount of
$375,000 by September 30, 2017 (the Final Maturity Date); which
latter amount is convertible by the holder at any time at a
conversion price $0.075 per share or may be paid at our option at
any time prior to the Final Maturity Date by delivering to the
note holder 5,000,000 shares of our Common Stock. On April 21,
2017, GRQ exercised its conversion right an converted the
$375,000 balance of the note into 5,000,000 shares of our common
stock.
The guaranty of our Protea subsidiary and GRQs security interest
in the GRQ collateral remain in full force and effect pending our
payment of the $301,577.79 amount due on June 30, 2017.
In a related development on April 21, 2017, we entered into an
agreement with Summit under which Summit:
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Consented to the exchange agreement with GRQ and waived any defaults on our part under the Summit loan agreement; and |
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agreed to waive its security interest in the GRQ Collateral until such time as we pay the $301,577.79 obligation to GRQ. |
The Company and our subsidiary reaffirmed Summits senior priority
lien and security interest on all of our assets and properties,
other than the specific GRQ Collateral.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Exhibit Description |
| 3.1 |
Form of $1,750,000 senior secured convertible note issued |
| 3.2 |
Form of Guaranty of Summit Note by Protea Biosciences, Inc. |
| 3.3 |
Form of Security Agreement among Registrant and subsidiary |
| 3.4 |
Form of Warrant issued to Summit entitling Summit to |
| 3.5 |
Form of Exchange Agreement between GRQ Consulting, Inc. |
| 3.6 |
Form of Restated OID convertible note of the Registrant |
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3.7 |
Form of Summit collateral waiver letter agreement between Summit and the Registrant |
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 00.0000 at 0.0800 with 120,000 shares trading hands.