Current Report Filing (8-k)
December 01 2017 - 4:42PM
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):
December 1, 2017 (November 27, 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, West Virginia 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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(Former Name of 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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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On November 27, 2017,
the Board of Directors (the “Board”) of Protea Biosciences, Inc. (the “Company”) accepted the resignation
of Patrick Gallagher from his position as a member of the Board. Mr. Gallagher’s resignation was not the result of a dispute
or disagreement between Mr. Gallagher and the Company.
On November 30, 2017,
the Board of Directors (the “Board”) of the Company determined that it will be required to file a voluntary petition
for reorganization under Chapter 11 (“Chapter 11”) of Title 11 of the United States Code (the “Bankruptcy Code”)
in the United States Bankruptcy Court of West Virginia (the “Court”). The Company chose to seek bankruptcy protection
after due consideration and upon the advice and recommendations of the Company’s chief restructuring officer, Compass Advisory
Partners, LLC (the “CRO”). As previously reported, the Company engaged the CRO on October 23, 2017 to evaluate and
assess the Company’s financial outlook and to evaluate short-term options for new debt or equity financing. Following its
review, the CRO recommended that the Company file for Chapter 11 bankruptcy protection. The Company intends to file the Chapter
11 Case on Friday, December 1, 2017. Following the filing, the Company will continue to operate its business at a reduced level
as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of
the Bankruptcy Code and orders of the Court.
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: December 1, 2017
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PROTEA BIOSCIENCES GROUP, INC.
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By:
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/s/ John W. Teitz
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John W. Teitz, CRO
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