Unregistered Sales of Equity

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 9.01Financial Statements and 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



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

May __, 2017


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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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