8-K: Current report filing
Published on March 15, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 8, 2016
VISUALANT, INCORPORATED
(Exact name of Registrant as specified in its charter)
Nevada |
0-25541 |
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)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Correction to Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock and Amendment to Series A Preferred Stock Terms
On March 8, 2016, Visualant, Incorporated (the “Company”) received approval from the State of Nevada for the Correction to the Company’s Amended and Restated Certificate of Designations, Preferences and Rights of its Series A Convertible Preferred Stock. The Amended and Restated Certificate filed July 21, 2015 changed the conversion price and the stated value from $0.10 (pre reverse stock split) to $30.00 (post-reverse stock split), and adding a provision adjusting the conversion price upon the occurrence of certain events. On February 19, 2016, the holders of Series A Convertible Preferred Stock entered into Amendment 2 of Series A Preferred Stock Terms and increased the number of Preferred Stock Shares to properly account for the reverse stock split.
Certificate of Designations of Preferences, Powers, Rights and Limitations of Series B Redeemable Convertible Preferred Stock
On March 8, 2016, the Company received approval from the State of Nevada for the Certificate of Designations of Preferences, Powers, Rights and Limitations of Series B Redeemable Convertible Preferred Stock. The Certificate authorized 5,000 shares of Series B Preferred Stock at a par value of $.001 per share that is convertible into common stock at $7.50 per share, with certain adjustments as set forth in the Certificate.
The foregoing description of the Company’s (i) Correction to Amended and Restated Certificate of Designations, Preferences and Rights of its Series A Convertible Preferred Stock; (ii) Amendment 2 of Series A Preferred Stock Terms; and (iii) Certificate of Designations of Preferences, Powers, Rights and Limitations of Series B Redeemable Convertible Preferred Stock is qualified in its entirety by Exhibits 3.1, 3.2 and 3.3 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits –
Exhibit No. |
Description |
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Correction to Amended and Restated Certificate of Designations, Preferences and Rights of its Series A Convertible Preferred Stock dated March 8, 2016. |
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Amendment 2 of Series A Preferred Stock Terms dated February 19, 2016. |
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Certificate of Designations of Preferences, Powers, Rights and Limitations of Series B Redeemable Convertible Preferred Stock dated March 8, 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.
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Registrant: VISUALANT, INCORPORATED |
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March 15, 2016 |
By: |
/s/ Ronald P. Erickson |
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Ronald P. Erickson |
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