Section 1 - Registrant's Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement.

Amended Securities Purchase Agreement with Gemini Master Fund, Ltd. and Ascendiant Capital Partners, LLC ("Investors")

On May 19, 2011, Visualant, Inc. ("Visualant" or the "Company") entered into a Securities Purchase Agreement ("Agreement") with Gemini Master Fund, Ltd. and Ascendiant Capital Partners, LLC ("Investors") pursuant to which the Company agreed to issue $1.2 million of 10% convertible debentures due May 1, 2012. The Company received $1.0 million in cash related to the Agreement.

On March 12, 2012, the Company and Investors entered into First Amendment to Securities Purchase Agreement and Debentures ("Amendment"). The Amendment extended the maturity date of the convertible debentures form from May 1, 2012 to September 30, 2012. In addition, the additional investment and participation rights as defined in the Agreement were extended from May 1, 2012 to September 30, 2012.

The above description of the Amendment is intended only as a summary of such agreement. The full agreement is filed as Exhibit 10.1 and is hereby incorporated by reference.

Item 9.01  Financial Statements and Exhibits.

(d)     Exhibits –

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.

March 16, 2012

Exhibit Index

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