Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Entry into License, Joint Research and Product Development and Stock Purchase Agreements with Sumitomo Precision Products Co., Ltd.

On May 31, 2012, Visualant, Inc. (“Visualant” or the “Company”) executed a Stock Purchase Agreement with Sumitomo Precision Products Co., Ltd. (“SPP”), a publicly-listed Japanese corporation, whereby SPP will invest US $2,250,000 into Visualant in exchange for 17,307,693 shares of restricted common shares priced at $0.13 per share.  In addition Visualant and SPP have entered into a one year Joint Development Agreement focused on the commercialization of the Visualant SPM technology and a License Agreement providing SPP with an exclusive license of the SPM technology in identified Asian territories.  SPP will pay Visualant an initial payment of US $1 million for the License Agreement, and a running royalty for the license will be negotiated at the completion of the Joint Development Agreement.

These agreements are the culmination of several months of work by the parties developing and testing the SPM products, analyzing the market potential for the SPM technology and developing a product plan.

SPP is publicly traded on the Tokyo and Osaka Stock Exchanges and has operations in Japan, United States, China, United Kingdom, Canada and other parts of the world. Additional details are available at http://www.spp.co.jp/English/index2-e.html.

The above description of the License, Joint Research and Product Development and Stock Purchase Agreements is intended only as a summary.  The full License, Joint Research and Product Development and Stock Purchase Agreements are included as Exhibits 10.1, 10.2 and 10.3, respectively, and are hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits –

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