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.

(d)Exhibits

10.1

Form of Preferred Stock and Warrant Purchase Agreement

10.2

Form of Amended and Restated Registration Rights Agreement

10.3

Form of Series F Warrant to Purchase Common Stock

10.4

Amended and Restated Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock

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.

Registrant: VISUALANT, INCORPORATED

By:

/s/Ronald P. Erickson

Ronald P. Erickson, CEO

May __, 2017

3

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Other recent filings from the company include the following:

Notice of Exempt Offering of Securities, item 06b - Sept. 18, 2017
VISUALANT INC's Sr. V.P. Business Development just picked up 150,000 shares - Sept. 15, 2017
Notice of Exempt Offering of Securities, item 06b - Sept. 15, 2017
VISUALANT INC director just picked up 100,000 shares - Sept. 15, 2017
VISUALANT INC director just picked up 150,000 shares - Sept. 15, 2017

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