SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Premier Exhibitions, Inc.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

74051E201

(CUSIP Number)

Patrick S. Bryant, Esq.

Robinson, Bradshaw & Hinson, P.A.

101 N. Tryon Street, Suite 1900

Charlotte, NC 28246

(704) 377-8366

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 4, 2016

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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. 74051E201

1.	NAME OF REPORTING PERSONS AJB Investment Fund II, LP (EIN: 45-3042117)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 282,005
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 282,005
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 282,005
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14.	TYPE OF REPORTING PERSON* PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 74051E201

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AJB Capital, LLC (EIN: 90-0543472)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 282,005
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 282,005
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 282,005
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14.	TYPE OF REPORTING PERSON* OO

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 74051E201

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Adam Bradley
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* OO, PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 121,913
		8.	SHARED VOTING POWER 282,005
		9.	SOLE DISPOSITIVE POWER 121,913
		10.	SHARED DISPOSITIVE POWER 282,005
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,918
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14.	TYPE OF REPORTING PERSON* IN, HC

* SEE INSTRUCTIONS BEFORE FILLING OUT!

ITEM 1. Security and Issuer.

This statement relates to the shares of Common Stock, $.0001 par value, (“Common Stock”) of Premier Exhibitions, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 3340 Peachtree Road NE, Suite 900, Atlanta, Georgia 30326.

ITEM 2. Identity and Background.

(a)-(c) and (f) The names of the persons filing this statement on Schedule 13D (the “Reporting Persons”) are:

• AJB Investment Fund II, LP, a North Carolina limited partnership (“AJB Fund II”),

• AJB Capital, LLC, a North Carolina limited liability company (“AJB Capital”), and

• Adam Bradley, a United States citizen (“Mr. Bradley”).

AJB Capital is the general partner of AJB Fund II. Mr. Bradley is the manager of AJB Capital.

The principal business address for each of AJB Fund II, AJB Capital, and Mr. Bradley is 123 South White Street, suite 300, Wake Forest, North Carolina 27587.

The principal business of AJB Fund II is that of a private investment fund engaged in the purchase and sale of securities for its own account.

The principal business of AJB Capital is providing investment management services and serving as the general partner of AJB Fund II and AJB Investment Fund, LP, a North Carolina limited partnership.

Mr. Bradley’s principal occupation is serving as the manager of AJB Capital.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration.

The Reporting Persons acquired the 403,918 shares of Common Stock at an aggregate cost of $980,844.77. The funds used to purchase the shares of Common Stock beneficially owned by AJB Fund II were obtained from the general working capital of AJB Fund II, which may at any given time include funds borrowed in the ordinary course in their margin accounts. Personal funds were used to purchase the shares of Common Stock beneficially owned by Mr. Bradley.

ITEM 4. Purpose of Transaction.

All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate purposes, plans or proposals regarding the Issuer or any of its securities, including examining strategic alternatives, recommending changes to the Issuer’s capital structure and business strategy and requesting representation on the Board of Directors of the Issuer, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. The Reporting Persons may in the future meet with and/or send correspondence to the Issuer’s management and/or Board of Directors to discuss any such purposes, plans or proposals.

Except as set forth herein, including with respect to the potential for a proposal that relates to a transaction described in subparagraph (d) of Item 4 of Schedule 13D, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own:

(i) AJB Fund II owns 282,005 shares of Common Stock representing 3.6% of all the outstanding shares of Common Stock.

(ii) AJB Capital may be deemed to be the beneficial owner of the 282,005 shares of Common Stock held by AJB Fund II representing 3.6% of all the outstanding shares of Common Stock.

(iii) Mr. Bradley may be deemed to be the beneficial owner of the 282,005 shares of Common Stock beneficially owned by AJB Capital representing 3.6% of all the outstanding shares of Common Stock and owns 121,913 shares of Common Stock representing a 1.5% of all the outstanding shares of Common Stock.

(vii) Collectively, the Reporting Persons beneficially own 403,918 shares of Common Stock representing 5.1% of all the outstanding shares of Common Stock.

All percentages set forth in this Schedule 13D are based upon 7,930,821 shares of Common Stock outstanding as reported in the Issuer’s Form 8-K dated November 4, 2015.

(b) AJB Fund II, AJB Capital and Mr. Bradley have shared power to vote or direct the vote of the 282,005 shares of Common Stock held by AJB Fund II.

AJB Fund II, AJB Capital and Mr. Bradley have shared power to dispose or direct the disposition of the 282,005 shares of Common Stock held by AJB Fund II.

Mr. Bradley has sole power to vote or direct the vote of the 121,913 shares of Common Stock, certain of which are held in individual retirement accounts for Mr. Bradley’s spouse and educational savings accounts for Mr. Bradley’s minor children.

Mr. Bradley has sole power to dispose or direct the disposition of the 121,913 shares of Common Stock.

(c) The following transactions were effected by AJB Fund II during the past sixty (60) days:

Date	Security		Amount of Shs. Bought (Sold)		Approx. Price per Share
3/10/16		Common		1,000	$	0.39
2/9/16		Common		2,896	$	0.33
2/4/16		Common		10,000	$	0.49
1/28/16		Common		10,000	$	0.44
1/27/16		Common		20,000	$	0.54

No transactions were effected by Mr. Bradley during the past sixty (60) days.

The above transactions were effected on the open market.

(d) Not applicable.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Not applicable.

ITEM 7. Material to be Filed as Exhibits.

Exhibit A	Joint Filing Agreement
Exhibit B	Letter to Management and Board of Directors of Premier dated March 28, 2016
Exhibit C	Press Release dated March 28, 2016

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

Dated: March 28, 2016

AJB INVESTMENT FUND II, LP
By: AJB Capital LLC, as General Partner
By:	/s/ Adam Bradley
	Adam Bradley, Manager
AJB CAPITAL, LLC
By:	/s/ Adam Bradley
	Adam Bradley, Manager
/s/ Adam Bradley
Adam Bradley

EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Premier Exhibitions, Inc. dated as of March 28, 2016 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: March 28, 2016

AJB INVESTMENT FUND II, LP
By: AJB Capital LLC, as General Partner
By:	/s/ Adam Bradley
	Adam Bradley, Manager
AJB CAPITAL, LLC
By:	/s/ Adam Bradley
	Adam Bradley, Manager
/s/ Adam Bradley
Adam Bradley

EX-99.B

Exhibit B

AJB Capital March 28, 2016

Daoping Bao – Chairman & CEO, Michael J. Little – COO & CFO

BoD Members:

Douglas Banker, Sid Dutchak, Michael Evans, Rick Kraniak, Mingcheng Tao

To the Management and Board of Directors of Premier Exhibitions,

My firm, AJB Capital, is the holder of more than 5% of the stock of Premier Exhibitions. I am writing this letter and filing with the SEC a Schedule 13D providing notice of our intentions to see Premier’s underlying value restored. I am calling on the leadership of the company to:

• Prioritize the immediate monetization of our Titanic artifacts as well as its exclusive Salvor-in-Possession rights of the wreck site

• Fulfill its reporting requirements as a public company

I do not consider myself an activist investor and am not taking the stance of one here now. I think it is better to assist our investees through collaboration and to support value creating efforts, rather than by attack and legal maneuvering. Our goal as a shareholder of Premier is to:

• Raise concerns

• Provide solutions

• Emphasize accountability

• Assist Premier’s leadership in restoring value

It is sometimes the case with small companies like Premier that management does not have adequate access to meaningful feedback and is not held accountable by outside shareholders. I believe in the case of Premier that it will help management and the board to better understand some of the factors underlying its depressed market valuation. I am offering to help Premier’s leadership refocus on its best path to restore value. I am optimistic and expectant that you will respond positively to shareholder concerns and take advantage of the help I am offering.

Reporting Requirements:

The financial reporting by the company is very late. In my judgment there has been an inadequate amount of disclosure of what progress is being made to restore value. I understand from the filings that you are changing the company’s fiscal reporting periods as a result of the merger. Additionally, the merging of the historic financials of two separate public and private companies from different countries may be problematic. However, the company had an additional six months prior to the merger to prepare for the combined reporting. The time from then until now is almost one year. There has been no quarterly or annual financial report to shareholders since the 10-Q for the period ending August 31, 2015 was filed. In my view, that is too long to go without reporting to shareholders. Premier has also not reported for the new periods of September and December 2015, and we are closing in on March of 2016’s reporting period. I feel this level of disclosure is unacceptable for a public company. There has been only a minimal amount of explanation through recent 8-K filings and that a reason for the lack of disclosure stems from inadequate resources dedicated to financial reporting. This excuse is insufficient and I believe it is significantly damaging Premier’s reputation as a public company. In the time since the announcement of the merger, Premier’s stock has fallen approximately 90% and has since lost its listing on NASDAQ. It appears to me that without outside shareholders holding our leadership accountable, we will continue to be kept in the dark.

History

I have followed Premier for the last nine years. In that time, I have watched as it has experienced a volatile history driven by a revolving door of managers and investors with shifting priorities. I was excited when the announcement was made last year that Premier was merging with Dinoking Tech and that Mr. Bao would take over as Chairman and CEO of the combined company. I believed the point had finally arrived for the value within Premier to become unlocked. We began buying our shares after the announcement of the merger and have patiently waited for news of progress to emerge.

I believed then that fixing the current operations and monetizing the assets would be difficult but achievable. However, I feel that the current muddled strategy, a lack of progress with execution, inadequate reporting, and poor communication to shareholders have driven Premier off track. I believe these factors are also contributing to the severe depression in the market valuation of our company. It is my objective to drive accountability and at the same time assist leadership in restoring value through a more effective strategy.

Assets

Premier’s ownership of over 5,000 Titanic artifacts and our status as Salvor-in-Possession of the Titanic wreck site are in my estimation the most valuable assets we possess. I also believe these are among the most unique and valuable assets held by a company of our size anywhere in America. The most recent appraisal of these assets was made by an independent appraiser only 18 months ago, totaling $218,023,300. This is the latest of several appraisals that continue to value the artifacts at subsequently higher amounts. The current market value of our equity is approximately $3,300,000, along with minimal debt according to the latest filings. Therefore, there is a very large disconnect between the appraised value and what the market expects the company to realize from them. With such a large and growing discrepancy between the two valuations, I believe it is prudent to analyze the prioritization and focus of Premier’s strategy to determine if they are the right ones.

The value of these assets, unlike that of the operations of the exhibition business, is immutable and enduring in my judgment. This value can be realized without Premier conducting exhibitions directly and taking on operational risk. Given Premier’s track record of poor exhibition profitability, an indirect method of commercialization such as a lease or partnership may be the best path to profitability. In addition, our Salvor-in-Possession status of the wreck site has value that can be pursued alongside that of the artifacts. Therefore, shareholders may be better served by leadership focusing on unlocking the value of our collective Titanic assets as its first priority.

Strategy:

The strategic outlook provided by management in January listed stabilizing operations as management’s first priority. Judging by the financials through August 2015, the operations are losing money and the associated cash outflows are impacting the company negatively. Rather than focus resources on a turnaround of the Saturday Night Live exhibit and any other unprofitable ones, it may be best to end those exhibits and stop the bleeding. The locations where they are held, including midtown Manhattan, are highly desirable to many different

tenants. This provides Premier an opportunity to unburden itself from the expensive leases and to disengage from the irrational practice of continuing to run an unprofitable exhibit to meet the associated obligations of those leases. Finding a viable alternative may require significant effort and creative thinking to do so without incurring additional expenses, but I believe it is achievable.

I believe that the employees of the company are working hard and are intent on turning around our situation. I applaud the effort, but I also believe that intent and effort alone are not enough. I feel these efforts need to be supported by a capable and engaged board and through the feedback of shareholders to ensure that an optimal strategy is pursued. Judging by the stock price, market investors aren’t supportive of the current path or its momentum. The company’s leadership would be well served to hear that message.

I understand that the investor group led by Mr. Bao holds a stake equal to approximately 47% of our stock when fully converted. I am glad management has so much skin in the game. Nevertheless, you have a fiduciary responsibility to all shareholders to see that the value of our company reflects fully the value of the assets we hold.

I want to reiterate my desire to work collaboratively with the company to unlock its value. I also want to emphasize that in my judgment the current path the company is on is not working and we all may be better off pursuing an alternate course of action. I am making myself available to you. Please take me up on the offer.

Sincerely,

/s/ Adam J. Bradley

Adam J. Bradley, Principal

AJB Capital

EX-99.C

Exhibit C

AJB Capital March 28, 2016

My firm, AJB Capital, is the holder of more than 5% of Premier Exhibitions (Symbol: PRXI). Below is a summary of a more detailed communication I am providing Premier’s leadership and is available on our Schedule 13D.

I am calling on Premier’s leadership to:

• Prioritize the immediate monetization of our Titanic artifacts and its exclusive Salvor-in-Possession rights of the wreck site.

• Fulfill its reporting requirements as a public company

I do not consider myself an activist investor and am not taking the stance of one here now. Our goal as a shareholder of Premier is to:

• Raise concerns

• Provide solutions

• Emphasize accountability

• Assist Premier’s leadership in restoring value

I am optimistic and expectant that Premier will respond positively to shareholder concerns and take advantage of the help I am offering.

Reporting Requirements:

The financial reporting by the company is late. There has been no quarterly or annual financial report to shareholders since the 10-Q for the period ending August 31, 2015 was filed. In my view, that is too long to go without reporting to shareholders. It appears to me that without shareholders holding leadership accountable, we will be kept in the dark.

Assets

Premier’s ownership of over 5,000 Titanic artifacts and status as Salvor-in-Possession of the Titanic wreck site are in my estimation the most valuable assets we possess. The most recent appraisal of these assets totaled $218,023,300. The current market value of our equity is approximately $3,300,000, with minimal debt according to the filings. Therefore, there is a very large disconnect between the appraised value and what the market expects the company to realize from them. With such a large and growing discrepancy between the two valuations, I believe it is prudent to analyze the prioritization and focus of Premier’s strategy to determine if it is the right one.

Strategy:

The strategic outlook provided by management listed stabilizing operations as management’s first priority. Judging by the financials, the operations are losing money and bleeding cash. Rather than focus resources on a turnaround of unprofitable exhibits, it may be best to end them and stop the bleeding. The locations where they are held, including midtown Manhattan, are highly desirable to many different tenants. This provides Premier an opportunity to unburden itself from expensive leases and disengage from the irrational practice of running an unprofitable exhibit to meet the lease obligations.

I want to reiterate my desire to work collaboratively with the company to unlock its value. I also want to emphasize that in my judgment the current path the company is on is not working and we all may be better off pursuing an alternate course of action. I am making myself available to Premier and urge them to make me up on the offer.

We are providing this statement for general informational purposes only. None of the information provided herein is intended to be relied upon as investment advice or any opinion or prediction as to the prices at which Premier’s securities may trade at any time.