Protea Biosciences Group, Inc. (OTCMKTS:PRGB) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02

Between November 3, 2016 and March 28, 2017 (the Offering
Period), Protea Biosciences Group, Inc., a Delaware corporation
(Protea or the Company) sold to a total of 71 investors and
aggregate of 209.54 units of its equity securities (the Units) in
a private placement offering (the Offering). Each Unit, valued at
$10,000, consisted of (a) 133,333.33 shares of Company common
stock, $0.001 par value per share (the Common Stock) at a price
of $0.075 per share, (b) 133,333.33 eighteen month Class A
warrants, exercisable at an exercise price of $0.09 per share
(the Class A Warrants), and (c) 133,333.33 five year Class B
warrants, exercisable at an exercise price of $0.1125 per share
(the Class B Warrants).

In a series of closings held during the Offering Period, the
investors paid an aggregate of $2,095,430 of gross proceeds from
the Offering of the 209.54 Units and the Company issued an
aggregate of (a) 27,939,060 shares of Common Stock, (b)
27,939,060 Class A Warrants and (c) 27,939,060 Class B Warrants
(collectively, the Warrants). Accordingly, and subject to the
adjustment provisions in the Warrants, including full rachet
anti-dilution provisions, the holders of the Warrants are
entitled to purchase, at the applicable exercise prices, an
additional 55,878,120 shares of Company Common Stock.

The Company received an aggregate of $1,765,838 of net proceeds
from the sale of the Units, after payment of selling commissions
and professional fees.

Laidlaw Company (UK) Limited (Laidlaw) acted as the Companys
exclusive placement agent in connection with the sale of the
Units, and received an aggregate of $258,092 in cash commission
and Warrants to purchase an aggregate of 7,695,320 shares of
Common Stock; equal to 10% of the aggregate number of securities
sold in the offering to Laidlaw Investors and 2% of the aggregate
number of securities sold in the offering to Protea Investors. In
lieu of certain accrued legal fees, counsel to Laidlaw also
received an additional 133,333 Warrants.

The Offering was consummated to a private placement memorandum of
the Company dated as of October 31, 2016 (the Memorandum). In
connection with the Offering, the Company has agreed to register
for resale under the Securities Act of 1933, as amended, the
Common Stock and shares of Common Stock issuable upon exercise of
the Warrants (the Warrant Shares) to a registration rights
agreement.

The Units and the underlying shares of Common Stock, Class A
Warrants and Class B Warrants were issued in connection with the
exemption from registration provided by Rule 506(b) of Regulation
D as promulgated under the Securities Act of 1933, as amended
(the Securities Act), in that each of the investors was an
accredited investor,and the Company did not engage in any general
advertisement or solicitation in connection with the purchase and
sale of such securities.

This Current Report on Form 8-K is issued in accordance with Rule
135c under the Securities Act, and is neither an offer to sell
any securities, nor a solicitation of an offer to buy, nor shall
there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.

(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 00.0000 at 0.0800 with 180,000 shares trading hands.