8-K: Current report filing
Published on May 5, 2017
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: May 1, 2017
VISUALANT,
INCORPORATED
(Exact
name of Registrant as specified in its charter)
Nevada
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001-37479
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90-0273142
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(State
or jurisdiction of incorporation)
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(Commission File
No.)
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(IRS
Employer Identification No.)
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500
Union Street, Suite 810
Seattle,
Washington 98101
(206)
903-1351
(Address of
Registrant’s principal executive office and telephone
number)
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Item
3.02. Unregistered Sales of Equity Securities; Item 3.03. Material
Modification to Rights of Security Holders.
On May
1, 2017, Visualant Incorporated, (the “Company”) issued
357,143 shares of Series D Convertible Preferred Stock (the
“Series D Shares”) and a warrant to purchase 357,143
shares of common stock in a private placement to an accredited
investor for gross proceeds of $250,000 pursuant to a Preferred
Stock and Warrant Purchase Agreement dated May 1,
2016.
The
initial conversion price of the Series D Shares is $0.70 per share,
subject to certain adjustments. The initial exercise price of the
warrant is $0.70 per share, also subject to certain adjustments.
The Company also amended and restated the Certificate of
Designation for the Series D Shares, resulting in an adjustment to
the conversion price of all currently outstanding Series D Shares
to $0.70 per share.
As part
of the Purchase Agreement, the Company has agreed to register the
shares of common stock sold in the private placement 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.
The
Company intends to issue up to 3,906,250 Series D Shares (and an
equal number of warrants) for gross proceeds of $2,809,673,000 on a
“best efforts” basis.
The
transaction triggered a provision in the 500,000 outstanding shares
of Series A Preferred Stock and 1,785,714 outstanding shares of
Series C Preferred Stock to adjust the conversion price to $0.70
per share. In addition, the exercise price of 2,358,914 outstanding
warrants was adjusted to $0.70 per share.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
–
2
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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By:
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/s/ Ronald P.
Erickson
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Ronald
P. Erickson, CEO
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May __,
2017
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3