Unregistered Sales of Equity

On December 19, 2016, Visualant Inc., (the Company) issued 187,500 shares of Series D Convertible Preferred Stock (the Series D Shares) and a warrant to purchase 187,500 shares of common stock in a private placement to an accredited investor for gross proceeds of $150,000 pursuant to a Series D Preferred Stock and Warrant Purchase Agreement dated December 14, 2016 (the Purchase Agreement).

The initial conversion price of the Series D Shares is $0.80 per share, subject to certain adjustments. The initial exercise price of the warrant is $1.00 per share, also subject to certain adjustments.

As part of the Purchase Agreement, the Company has agreed to register with the SEC the shares of common stock issuable upon conversion of the Series D Shares 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.

As previously reported, the Company intends to issue up to 3,125,000 Series D Shares (and an equal number of warrants) for gross proceeds of $2,500,000 pursuant on a best efforts basis.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.



Preferred Stock and Warrant Purchase Agreement by and between Visualant, Incorporated and Clayton Struve


Registration Rights Agreement by and between Visualant, Inc and Clayton Struve


Series F Warrant to Purchase Common Stock


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.



/s/Ronald P. Erickson

Ronald P. Erickson, CEO

December 23, 2016

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Other recent filings from the company include the following:

Notice of Exempt Offering of Securities, item 06b - May 25, 2018
VISUALANT: Press Release Dated May 25, 2018 - May 25, 2018
Know Labs Appoints (Ret.) Admiral Bill Owens to its Board of Directors - May 24, 2018
Visualant, Incorporated Announces Name Change to Know Labs, Inc. and Files to Trade under New Stock Symbol - May 2, 2018

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