0001161697-17-000100.txt : 20170210 0001161697-17-000100.hdr.sgml : 20170210 20170209210832 ACCESSION NUMBER: 0001161697-17-000100 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161223 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISUALANT INC CENTRAL INDEX KEY: 0001074828 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 911948357 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37479 FILM NUMBER: 17589303 BUSINESS ADDRESS: STREET 1: 500 UNION STREET STREET 2: SUITE 420 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-903-1351 MAIL ADDRESS: STREET 1: 500 UNION STREET STREET 2: SUITE 420 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: Visualant, INC DATE OF NAME CHANGE: 20050106 FORMER COMPANY: FORMER CONFORMED NAME: STARBERRYS CORP DATE OF NAME CHANGE: 20020918 FORMER COMPANY: FORMER CONFORMED NAME: CIGAR KING CORP DATE OF NAME CHANGE: 19990127 8-K/A 1 form_8-k.htm FORM 8-K/A AMENDMENT NO. 1 FOR 12-23-2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K /A


Amendment No. 1


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report: December 23, 2016


    VISUALANT, INCORPORATED    

(Exact name of Registrant as specified in its charter)


    Nevada    

    001-37479    

    90-0273142    

(State or jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)


500 Union Street, Suite 420

Seattle, Washington 98101

                (206) 903-1351                

(Address of Registrant’s principal executive office and telephone number)



EXPLANATORY NOTE


This Amendment to Form 8-K is being filed to disclose the Certificate of Designation, Preferences and Rights of the Series D Convertible Preferred Stock.


Item 3.02  Unregistered Sales of Equity Securities.


On December 19, 2016, Visualant Inc., (the “Company”) issued 187,500 shares of Series D Convertible Preferred Stock (the “Series D Shares”) and a warrant to purchase 187,500 shares of common stock in a private placement to an accredited investor for gross proceeds of $150,000 pursuant to a Series D Preferred Stock and Warrant Purchase Agreement dated December 14, 2016 (the “Purchase Agreement”).


The initial conversion price of the Series D Shares is $0.80 per share, subject to certain adjustments. The initial exercise price of the warrant is $1.00 per share, also subject to certain adjustments.


On November 8, 2016, the Company applied with the State of Nevada for the approval of the Certificate of Designations, Preferences, and Rights of Series D Convertible Preferred Stock. The Certificate designated 3,906,250 shares as Series D Convertible Preferred Stock with a par value of $.001 per share. The Series D Convertible Stock is convertible into common stock at $0.80 per share, with certain adjustments as set forth in the Certificate.


As part of the Purchase Agreement, the Company has agreed to register with the SEC the shares of common stock issuable upon conversion of the Series D Shares and the shares of common stock issuable upon exercise of the warrant for resale or other disposition.


The Series D Shares and warrant were issued in a transaction that was not registered under the Securities Act of 1933, as Amended (the “Act”) in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Act and Rule 506(b) of SEC Regulation D under the Act.


As previously reported, the Company intends to issue up to 3,125,000 Series D Shares (and an equal number of warrants) for gross proceeds of $2,500,000 pursuant on a “best efforts” basis.


Item 9.01  Financial Statements and Exhibits.


(d)     Exhibits –


Exhibit No.

Description

 

 

3.1

Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K/A, filed on February 10, 2017)

 

 

10.1

Preferred Stock and Warrant Purchase Agreement by and between Visualant, Incorporated and Clayton Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed on December 23, 2016)

 

 

10.2

Registration Rights Agreement by and between Visualant, Inc and Clayton Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed on December 23, 2016)

 

 

10.3

Series F Warrant to Purchase Common Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed on December 23, 2016)



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 hereunto duly authorized.

 

 

 

Registrant: VISUALANT, INCORPORATED

 

 

 

 

By:

/s/ Ronald P. Erickson

 

 

Ronald P. Erickson, CEO


February 9, 2017


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