UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
Protea Biosciences Group, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
None
(CUSIP Number)
Josiah T. Austin
955 Hartman Run Road
Morgantown, WV 26507
(304) 292-2226
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.¨
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. None | |||
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| 1. | Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). | ||
| Josiah T. Austin | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | |||
| (b) | |||
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| 3. | SEC Use Only | ||
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| 4. | Source of Funds (See Instructions) (See item 3) OO | ||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
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| 6. | Citizenship or Place of Organization U.S.A. | ||
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| Number of Shares Beneficially Owned by Each Reporting Person With | |||
| 7. | Sole Voting Power | ||
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| 8. | Shared Voting Power 9,323,999 (1) | ||
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| 9. | Sole Dispositive Power | ||
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| 10. | Shared Dispositive Power 9,323,999 (1) | ||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 9,323,999 (1) | ||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ||
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| 13. | Percent of Class Represented by Amount in Row (11) 17.01%.(2) | ||
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| 14. | Type of Reporting Person (See Instructions) IN | ||
| (1) | Includes 4,048,447 shares of common stock, 1,630,000 shares of common stock underlying convertible promissory notes in the principal amount of $815,000 and warrants to purchase up to 3,645,552 shares of common stock owned of record by El Corondado Holdings, LLC, of which the Reporting Person is the managing member. |
| (2) | Based on49,536,846shares of common stock of the Issuer issued and outstanding as of September 16, 2013. |
EXPLANATION
This Amendment No. 2 on Schedule 13D/A (this “Amendment”) is filed on behalf of Josiah T. Austin and amends that certain Schedule 13D as previously filed with the Securities and Exchange Commission (the “Commission”) on February 8, 2013 (the “Original Filing”) and updated on via Amendment No. 1 filed with the Commission on June 14, 2013 (“Amendment No. 1”) relating to the common stock, par value $0.0001 per share (the “Common Stock”) of Protea Biosciences Group, Inc. (the “Company” or the “Issuer”). This Amendment No. 2 is being filed to report a material change in the facts set forth in Items three, four, five, six and seven of the Schedule 13D/A.
Items 3, 4, 5, 6 and 7 of the Original Filing are hereby amended and restated as follows.
Item 3. Source and Amount of Funds or Other Consideration.
Effective January 28, 2013, the board of directors (the "Board") of the Issuer appointed Josiah T. Austin to serve as director to fill existing vacancies on the Board. Mr. Austin does not have any family relationship with any of the officers or directors of the Company and there is no arrangement or understanding between Mr. Austin and any third party pursuant to which he was selected as director.
Mr. Austin is the managing member of El Coronado Holdings, LLC. During the fiscal year ended December 31, 2012, the Company issued and sold an aggregate of 2,000,000 shares of the Company’s Common Stock and Warrants (as defined below) to purchase 1,500,000 shares of Common Stock for aggregate gross proceeds of $1,000,000 to El Coronado Holdings, LLC in accordance with the terms and conditions of that certain Securities Purchase Agreement, dated November 20, 2012. The warrants are exercisable for a term of five years from the issue date of the warrants, at an exercise price of $1.10 per share.
In addition, on January 3, 2013 (the "January Issue Date") the Company issued to El Coronado Holdings, LLC (the "Holder”) for an aggregate purchase price equal to $125,000 (1) a convertible promissory note (the "Note") in an aggregate principal amount equal to $125,000 (the "Principal Amount") and (2) a warrant (the "Note Warrant") to purchase 187,500 shares of Common Stock of the Company. The Note accrues simple interest at a rate of 10% per annum and is due and payable on the earlier to occur of (i) April 1, 2013, or (ii) when declared due and payable by the holder upon the occurrence of an event of default. The Note Warrant is exercisable at an exercise price of $1.10 per share any time after the January Issue Date until the earlier of (i) a Qualified Public Offering (as more specifically defined in the Note Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the January Issue Date. As of the date hereof the entire Principal Amount remains outstanding and no amounts have been paid on the Note.
On March 21, 2013, in accordance with the terms and conditions of Securities Purchase Agreement, dated March 21, 2013 (the “Purchase Agreement”), the Issuer issued, for an aggregate purchase price equal to $685,000 (1) 1,370,000 shares (the “March Shares”) of Common Stock to El Coronado Holdings, LLC (the "Holder") and (2) a warrant (the “Warrant”) to purchase 1,027,500 shares of Common Stock, exercisable at an exercise price of $1.10 per share any time after the issue date of the Warrant until the earlier of (i) a Qualified Public Offering (as more specifically defined in the Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the warrant issue date.
On April 5, 2013 (the “April Shares Issue Date”), pursuant to the Purchase Agreement, the Issuer issued, for an aggregate purchase price equal to $140,000 (1) 280,000 shares (the “April Shares”) of Common Stock and a Warrant to purchase 210,000 shares of Common Stock to the Holder.
As of June 30, 2013, 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.
On July 29, 2013 (the "July Issue Date"), the Issuer 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. 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 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.
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. 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.
Item 4. Purpose of Transaction.
The securities of the Issuer were acquired by the Reporting Person as set forth in Item 3 of this Schedule, which is hereby incorporated by reference.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, the Reporting Person beneficially owns 9,323,999 shares of Common Stock (the “Securities”), representing 17.01% of the outstanding shares of Common Stock of the Issuer (based upon49,536,846shares of Common Stock issued and outstanding as of September 16, 2013).
(b) The Reporting Person has the shared right to vote and dispose, or direct the disposition 9,323,999 shares of the Common Stock of the Issuer.
(c)Other than the transactions reported herein, the Reporting Person did not effect any transactions in the Issuer’s Common Stock during the 60 days prior to the date of this report.
(d) Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information disclosed in Item 3 is incorporated herein by this reference.
Item 7. Material to Be Filed as Exhibits.
Exhibits 4.1, 4.2, 10.1 and 10.2 attached to the Issuer’s Current Report on Form 8-K filed with the Commission on January 24, 2013,exhibits 4.1 and 10.1 attached to the Issuer’s Current Report on Form 8-K filed with the Commission on March 27, 2013 and exhibits 10.3, 10.4 and 10.5 attached to the Issuer’s Current Report on Form 8-K filed with the Commission on July 23, 2013 are incorporated herein by this reference.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| September 16, 2013 | ||
| /s/ Josiah T. Austin | ||
| Josiah T. Austin | ||
| El Coronado Holdings, LLC | ||
| By: | /s/ Josiah T. Austin | |
| Josiah T. Austin Managing Member | ||