Current Report Filing (8-k)
September 29 2017 - 1:11PM
Edgar (US Regulatory)
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.
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(Exact Name of Registrant as Specified in
Charter)
Delaware
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000-51474
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20-2903252
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1311 Pineview Drive, Suite 501
Morgantown, WV 26505
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code:
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(304) 292-2226
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Not applicable
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(Former Name or Former Address,
if Changed Since Last Report)
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Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2)
Emerging growth
company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
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Forward-Looking Statements
The Presentation (as defined below) contains
forward-looking statements within the meaning of the federal securities laws. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections, objectives, and goals, assumption of future events or performance
are not statements of historical fact and may be deemed “forward-looking statements.” Forward-looking statements
can often be identified by the use of words such as “may,” “will,” “estimate,” “intend,”
“continue,” “believe,” “expect,” “plan,” “propose,” “projected,”
“seek,” or “anticipate,” although not all forward-looking statements contain these or other identifying
words. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that
involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently
anticipated. Such forward-looking statements relate to, among other things: expected revenue, cash flow and earnings growth; strategies
and timelines for growth of the Company’s business; and projected capital expenditures. These statements are qualified
by important factors that could cause the Company’s actual results to differ materially from those reflected by the forward-looking
statements. Such factors include, but are not limited to: the Company’s ability to expand its customer base; fluctuations
on consumer spending on the Company’s products; difficulties in developing the Company’s technology platform and its
ability to retain key personnel; possible insufficient cash flows and resulting illiquidity; government regulations; stock volatility
and illiquidity; the Company’s potential failure or inability to implement fully its business plans or strategies; general
economic conditions; and the risks and factors described from time to time in the Company’s offerings, reports and filings
with the U.S. Securities and Exchange Commission (the “SEC”). The Company cautions readers not to place undue
reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims any obligation, to
update or revise such statements to reflect new circumstances or unanticipated events as they occur.
No Offer or Solicitation to Sell
This Report and its exhibits shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act.
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Item 7.01
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Regulation FD Disclosure
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Protea Biosciences Group, Inc. (“PRGB”
or the “Company”) intends to publish on its website and to furnish to investors an investor presentation dated September
2017 (the “Presentation”). A copy of the Presentation is furnished herewith as Exhibit 99.1.
The information furnished in this Item
7.01 and in Exhibit 99.1 of this Current Report on Form 8-K (this “Report”) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
The following exhibit is filed with this
Report:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: September 29, 2017
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PROTEA BIOSCIENCES GROUP, INC.
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By:
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/s/ Stephen Turner
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Stephen Turner
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Chief Executive Officer
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