VISUALANT, INCORPORATED (OTCMKTS:VSUL) Files An 8-K Unregistered Sales of Equity Securities

VISUALANT, INCORPORATED (OTCMKTS:VSUL) Files An 8-K Unregistered Sales of Equity Securities
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 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 9.01Financial Statements and Exhibits.
(d)Exhibits –
Form of Preferred Stock and Warrant Purchase Agreement
Form of Amended and Restated Registration Rights Agreement
Form of Series F Warrant to Purchase Common Stock
Amended and Restated Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock


Visualant, Incorporated is focused primarily on the development of ChromaID, a technology that uniquely identifies and authenticates any substance. The Company is in the process of commercializing its ChromaID technology. The Company’s ChromaID utilizes light at the photon (elementary particle of light) level through a series of emitters and detectors to generate a unique signature or fingerprint from a scan of any solid, liquid or gaseous material. This signature of reflected or transmitted light is digitized, creating a unique ChromaID signature. Each ChromaID signature consists of from hundreds to thousands of specific data points. In normal operation, a ChromaID master or reference scan is generated and stored in a database. The scan head can then scan similar materials to identify, authenticate or diagnose them by comparing the new ChromaID digital signature scan to that of the original or reference ChromaID signature or scan result.


VISUALANT, INCORPORATED (OTCMKTS:VSUL) closed its last trading session up +0.010 at 0.610 with shares trading hands.

An ad to help with our costs