0001144204-13-051107.txt : 20130916
0001144204-13-051107.hdr.sgml : 20130916
20130916211758
ACCESSION NUMBER: 0001144204-13-051107
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130729
FILED AS OF DATE: 20130916
DATE AS OF CHANGE: 20130916
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Protea Biosciences Group, Inc.
CENTRAL INDEX KEY: 0001335103
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 955 HARTMAN RUN ROAD
CITY: MORGANTOWN
STATE: WV
ZIP: 26507
BUSINESS PHONE: 304 292-2226
MAIL ADDRESS:
STREET 1: 955 HARTMAN RUN ROAD
CITY: MORGANTOWN
STATE: WV
ZIP: 26507
FORMER COMPANY:
FORMER CONFORMED NAME: Protea Biosciences Inc.
DATE OF NAME CHANGE: 20110908
FORMER COMPANY:
FORMER CONFORMED NAME: SRKP 5 INC
DATE OF NAME CHANGE: 20050803
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: El Coronado Holdings, LLC
CENTRAL INDEX KEY: 0001319763
STATE OF INCORPORATION: AZ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51474
FILM NUMBER: 131099892
BUSINESS ADDRESS:
STREET 1: 4673 CHRISTOPHER PLACE
CITY: DALLAS
STATE: TX
ZIP: 75204
BUSINESS PHONE: 214-520-1684
MAIL ADDRESS:
STREET 1: 4673 CHRISTOPHER PLACE
CITY: DALLAS
STATE: TX
ZIP: 75204
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AUSTIN JOSIAH T
CENTRAL INDEX KEY: 0000932267
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51474
FILM NUMBER: 131099893
MAIL ADDRESS:
STREET 1: 4673 CHRISTOPHER PLACE
CITY: DALLAS
STATE: TX
ZIP: 75204
4
1
v355209_4.xml
OWNERSHIP DOCUMENT
X0306
4
2013-07-29
0
0001335103
Protea Biosciences Group, Inc.
NONE
0000932267
AUSTIN JOSIAH T
4673 CHRISTOPHER PLACE
DALLAS
TX
75204
1
0
1
0
0001319763
El Coronado Holdings, LLC
4673 CHRISTOPHER PLACE
DALLAS
TX
75204
0
0
1
0
Common Stock
2013-06-30
4
P
0
262403
0.50
A
4048447
I
As Managing Member of El Coronado Holdings, LLC
Common Stock
2013-06-30
4
P
0
262403
0.50
A
4048447
D
Warrant
1.10
2013-06-30
4
P
0
196802
A
2013-06-30
Common Stock
196802
3034302
I
As Managing Member of El Coronado Holdings, LLC
Warrant
1.10
2013-06-30
4
P
0
196802
A
2013-06-30
Common Stock
196802
3034302
D
Convertible Note
0.50
2013-07-29
4
P
0
500000
500000
A
2013-07-29
Common Stock
1000000
4409302
I
As Managing Member of El Coronado Holdings, LLC
Warrant
1.10
2013-07-29
4
P
0
375000
A
2013-07-29
Common Stock
375000
4409302
I
As Managing Member of El Coronado Holdings, LLC
Convertible Note
0.50
2013-07-29
4
P
0
500000
500000
A
2013-07-29
Common Stock
1000000
4409302
D
Warrant
1.10
2013-07-29
4
P
0
375000
A
2013-07-29
Common Stock
375000
4409302
D
Convertible Note
0.50
2013-09-11
4
P
0
315000
315000
A
2013-09-11
Common Stock
630000
5275552
I
As Managing Member of El Coronado Holdings, LLC
Warrant
1.10
2013-09-11
4
P
0
236250
A
2013-09-11
Common Stock
236250
5275552
I
As Managing Member of El Coronado Holdings, LLC
Convertible Note
0.50
2013-09-11
4
P
0
315000
315000
A
2013-09-11
Common Stock
630000
5275552
D
Warrant
1.10
2013-09-11
4
P
0
236250
A
2013-09-11
Common Stock
236250
5275552
D
As of June 30, 2013, Protea Biosciences Group, Inc. (the "Company") entered into a conversion agreement (the "Conversion Agreement") with El Coronado Holdings, LLC (the "Holder") as a related party holder (the "Existing Noteholder") of an existing convertible promissory note with an aggregate principal amount of $125,000 (the "Existing Note") pursuant to which the Company agreed to issue a 5 year warrant (the "Conversion Warrant") to purchase up to 75% of the number of shares of common stock into which the Existing Note is convertible, at an exercise price of $1.10 per share, provided that the conversion of the Existing Note was exercised on or prior to June 30, 2013. In accordance with the terms and conditions of the Conversion Agreement, on June 30, 2013 the Existing Noteholder notified the Company of its desire to convert the Existing Note plus accrued interest into an aggregate of 262,403 shares of Common Stock.
Represents the securities of the Company owned of record by El Coronado Holdings, LLC.
Represents warrants to purchase up to 3,034,302 shares of Common Stock issued in the name of El Corondado Holdings, LLC.
On July 29, 2013 (the "July Issue Date"), the Company issued a Convertible Promissory Note (the "July Note") to El Coronado Holdings, LLC (the "Holder"), in the aggregate principal amount of $500,000 to accrue simple interest at the rate of ten percent (10%) per annum. The July Note is convertible into shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company at a conversion rate of $.50 per share at any time following the July Issue Date prior to payment in full of the principal balance and all accrued interest. The July Note matures one year from the July Issue Date. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder.
Represents warrants to purchase up to 3,409,302 shares of Common Stock and 1,000,000 shares of Common Stock underlying a $500,000 promissory note issued in the name of El Corondado Holdings, LLC.
In addition to the July Note, the Holder also received a warrant (the "July Warrant") to purchase 37.5% of the number of shares of Common Stock underlying the July Note, exercisable at an exercise price of $1.10 per share. The Warrant is exercisable anytime after the Issue Date until the earlier of (i) a Qualified Public Offering (as defined in the September Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the July Issue Date. Josiah Austin is the managing member of the Holder with voting and investment37500 control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder.
On September 11, 2013 (the "September Issue Date"), the Company issued a Convertible Promissory Note (the "September Note") to the Holder, in the aggregate principal amount of $315,000 to accrue simple interest at the rate of ten percent (10%) per annum. The September Note is convertible into shares of the Company's Common Stock at a conversion rate of $.50 per share at any time following the September Issue Date prior to payment in full of the principal balance and all accrued interest. The September Note matures one year from the September Issue Date. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder.
Represents warrants to purchase up to 3,645,552 shares of Common Stock and 1,630,000 shares of Common Stock underlying an aggregate of $815,000 in promissory notes issued in the name of El Corondado Holdings, LLC.
In addition to the September Note, the Holder also received a warrant (the "September Warrant") to purchase 37.5% of the number of shares of Common Stock underlying the September Note, exercisable at an exercise price of $1.10 per share. The September Warrant is exercisable anytime after the September Issue Date until the earlier of (i) a Qualified Public Offering (as defined in the September Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the September Issue Date. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder.
/s/ Josiah T. Austin, as Managing Member of El Coronado Holdings, LLC
2013-09-16
/s/ Josiah T. Austin
2013-09-16