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 ~~August 25~~29, 2017 ~~Protea Biosciences Group, Inc.~~

PROTEA BIOSCIENCES GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51474	~~20-2903252~~	20-2903252
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
	1311 Pineview Drive, Suite 501 Morgantown, WV 26505
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:		(304) 292-2226
Not applicable
(Former Name or Former Address, if Changed Since Last Report)

1311 Pineview Drive, Suite 501 Morgantown, West Virginia 26505 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (304) 292-2226 (Former Name of Former Address, if Changed Since Last Report)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ¨

~~Item~~Forward-Looking ~~8.01 Other Events.~~Statements

InThe ~~August~~Presentation ~~2017,~~(as ~~Protea~~defined ~~Biosciences~~below) ~~Group,~~contains ~~Inc~~forward-looking statements within the meaning of the federal securities laws. Any statements that express or involve discussions with respect to predictions, aexpectations, ~~Delaware~~beliefs, ~~corporation~~plans, ~~(“Protea”~~projections, objectives, and goals, assumption of future events or ~~the~~performance are not statements of historical fact and may be deemed “~~Company~~forward-looking statements.”) Forward-looking ~~received~~statements can aoften ~~loan~~be inidentified by the ~~amount~~use of ~~$440~~words such as “may,~~000~~” ~~from~~“will,” “estimate,” “intend,” ~~Summit~~“continue,” ~~Resources~~“believe,” ~~Inc.~~“expect,” a“plan,” ~~West~~“propose,” ~~Virginia~~“projected,” “seek,” ~~corporation~~or (“~~Summit~~anticipate,”) ~~controlled~~although ~~Steve~~not ~~Antoline,~~all aforward-looking ~~member~~statements ofcontain ~~the~~these ~~board~~or ofother identifying ~~directors~~words. ofForward-looking ~~the~~statements ~~Company~~are based on expectations, ~~under~~estimates aand ~~maximum~~projections ~~10%~~at ~~$500,000~~the ~~note~~time (the ~~“Summit~~statements ~~Note”)~~are ~~dated~~made ~~August~~that involve ~~25,~~a ~~2017~~number ~~that~~of isrisks ~~payable~~ and uncertainties which could cause actual results or events to ~~Summit~~differ onmaterially ~~the~~from ~~earlier~~those ofpresently anticipated. ~~(a)~~Such ~~December~~forward-looking 31statements relate to, ~~2017~~among other things: expected revenue, ~~(b)~~cash flow and earnings growth; strategies and timelines for growth of the Company’s ~~receipt~~business; ofand ~~$2,500,000~~projected orcapital ~~more~~expenditures. These ~~from~~statements ~~any~~are ~~subsequent private~~qualified ~~placement~~by ofimportant ~~securities~~factors ~~consummated~~that ~~prior~~could cause the Company’s actual results to ~~December~~differ ~~31,~~materially ~~2017,~~from orthose ~~(c)~~reflected by the ~~completion~~forward-looking statements. Such offactors ainclude, ~~public~~but ~~offering~~are ofnot limited to: the Company’s ~~securities. In~~ability ~~consideration~~to ofexpand its ~~making~~customer ofbase; fluctuations on consumer spending on the ~~loan,~~Company’s ~~and~~products; difficulties in ~~addition~~developing tothe ~~interest~~Company’s ~~and~~technology ~~any~~platform ~~other~~and ~~charges~~its ability to beretain ~~paid~~key ~~pursuant~~personnel; topossible ~~the~~insufficient ~~Summit~~cash flows and resulting illiquidity; government regulations; stock volatility ~~Note,~~and illiquidity; the Company’s ~~granted~~potential failure or inability to ~~Summit~~implement orfully its ~~designees~~business aplans ~~seven-year~~or ~~warrant~~strategies; togeneral economic ~~purchase,~~conditions; ~~for~~and anthe ~~initial~~risks ~~exercise~~and ~~price~~factors ofdescribed ~~$0.075 per~~from ~~share,~~time ~~60,000,000~~to ~~shares~~time ofin the Company’s ~~common stock~~offerings, $0reports and filings with the U.~~0001~~S. ~~par~~Securities ~~value~~and ~~per~~Exchange ~~share~~Commission (~~“Common~~the ~~Stock~~“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.

InNo ~~addition~~Offer ~~to the above financing, and in order to provide the Company with funds necessary to continue to operate its business, the Company intends to seek to obtain additional funds through one~~ or ~~more~~Solicitation ~~private placements of convertible notes and warrants~~ to accredited investors. However, as of August 25, 2017, on a pre-split basis, based on 398,633,940 outstanding shares of Common Stock and up to 329,779,576 additional shares that would be issuable upon conversion of currently outstanding convertible notes and debentures and exercise of currently outstanding warrants, the Company would not have enough shares authorized under our certificate of incorporation to issue shares of Common Stock or reserve shares of Common Stock for subsequent issuance to prospective investors in such financings.Sell

ToThis ~~accommodate~~Report ~~the~~and ~~need~~its toexhibits ~~have~~shall ~~available~~not ~~sufficient~~constitute ~~shares~~an offer to sell or the solicitation of ~~Company~~an ~~Common~~offer ~~Stock~~to buy, onnor ~~August~~shall ~~25,~~there ~~2017,~~be ~~the~~any ~~Company~~sale ~~entered~~of ~~into~~securities anin ~~agreement~~any ~~with~~jurisdiction in ~~PPLL~~which such offer, ~~LLC~~solicitation (or sale would be unlawful prior to registration or qualification under the ~~holder~~ securities laws of any asuch ~~$360,000~~jurisdiction. No ~~convertible~~offering ~~Company~~of ~~note)~~securities ~~and~~shall ~~Summit,~~be ~~under~~made ~~which~~except ~~PPLL~~by ~~and~~means ~~Summit~~of ~~each~~a ~~agreed~~prospectus ~~that~~meeting ~~until~~the ~~January~~requirements of ~~15,~~Section ~~2018,~~10 ~~they~~of the Securities Act.

•Item ~~would~~7.01 ~~not~~Regulation ~~convert~~FD any convertible notes held by them or exercise any warrants issued to Summit unless and until the Company has, in addition to all shares of Common Stock issued and issuable to connection with additional proposed financings, a sufficient number of shares of authorized Common Stock available to be issued to PPLL and Summit upon full conversion or exercise of their securities; andDisclosure

•Protea ~~would~~Biosciences ~~waive~~Group, Inc. (“PRGB” or the ~~covenants~~“Company”) ofintends ~~our~~to ~~Company~~publish on its website and to ~~reserve~~furnish upto ~~139,333,333~~investors ~~shares~~an ofinvestor ~~our~~presentation ~~Common~~dated ~~Stock~~September 2017 ~~otherwise~~(the ~~potentially~~“Presentation”). A ~~issuable~~copy toof ~~PPLL~~the ~~and~~Presentation ~~Summit~~is furnished herewith as Exhibit 99.1.

InThe ~~connection~~information ~~with~~furnished ~~such~~in ~~agreement,~~this ~~the~~Item ~~Company~~7.01 ~~committed to PPLL~~ and ~~Summit~~in ~~that~~Exhibit by99.1 noof ~~later~~this ~~than~~Current ~~January~~Report ~~15,~~on ~~2018,~~Form ~~the~~8-K ~~Company~~(this ~~would~~“Report”) ~~either~~shall ~~consummate~~not abe ~~reverse~~deemed ~~stock~~“filed” ~~split~~for orpurposes ~~obtain~~of ~~stockholder~~Section ~~approval~~18 toof ~~increase~~ the ~~750,000,000~~Securities ~~shares~~Exchange ofAct ~~Common Stock under its certificate~~ of ~~incorporation to~~1934, ~~provide~~as ~~for~~amended a(the ~~sufficient~~“Exchange ~~number~~Act”), ofor ~~authorized~~otherwise ~~but~~subject to ~~unissued~~the ~~shares~~liabilities of ~~Common~~that ~~Stock~~section, ~~to accommodate the full conversion~~ and ~~exercise of~~such ~~all~~information ~~convertible~~shall ~~notes~~not ~~and~~be ~~warrants~~deemed ~~held~~incorporated by ~~PPLL~~reference ~~and~~in ~~Summit.~~any ~~Failure~~filing tounder ~~effectuate~~ the Securities ~~reverse~~Act ~~split~~of 1933, as amended, or ~~amendment~~the toExchange ~~our~~Act, ~~certificate of~~except ~~incorporation~~as ~~would~~shall be anexpressly ~~event~~set offorth ~~default~~by ~~under~~specific ~~the~~reference ~~notes~~in such filing.

~~There~~Item ~~can~~9.01. beFinancial noStatements assurance that the Company we will be able to obtain any additional financing or that it will be able to provide an adequate number of shares of Common Stock to comply with the terms of all of our outstanding convertible securities and ~~warrants.~~Exhibits

In a related development, on August 25, 2017, the Board of Directors of the Company authorized a one-for-fifty (1:50) reverse stock split of the Company’s outstanding Common Stock and shares of Common Stock issuable upon the conversion or exercise of convertible securities, warrants or options with such reverse stock split to be implemented by the Company either prior to our in connection with any future public offering of Company securities.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description
3.1	Form of $500,000 senior note issued by the Registrant to Summit Resources, Inc.
3.2	Form of Guaranty of Summit Note by Protea Biosciences, Inc.
3.3	Form of Warrant issued to Summit entitling Summit to purchase 60,000,000 shares of Registrant’s Common Stock
3.4	Form of Agreement among PPLL, LLC, Summit and the Registrant

The following exhibit is filed with this Report:

Exhibit No.		Description

99.1		Investor Presentation, dated September 2017.

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: August 25, 2017	PROTEA BIOSCIENCES GROUP, INC.
Date: September 29, 2017	PROTEA BIOSCIENCES GROUP, INC.
	By:	/s/ Stephen Turner
		Stephen Turner
		Chief Executive Officer

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