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 (Date of earliest event reported): May 1, 2018

 

    VISUALANT, INCORPORATED    

(Exact name of Registrant as specified in its charter)

 

    Nevada     000-30262     90-0273142    
(State or jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

 

500 Union Street, Suite 810

Seattle, Washington 98101

                (206) 903-1351                

(Address of Registrant’s principal executive office and telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.

 

On May 1, 2018, Know Labs, Inc. – a Nevada corporation incorporated on April 3, 2018, and our wholly-owned subsidiary – merged with and into us, Visualant Incorporated (the “Company”) pursuant to an Agreement and Plan of Merger dated May 1, 2018.  In connection with the merger, our Articles of Incorporation were effectively amended to change our name to “Know Labs, Inc.” by and through the filing of Articles of Merger which are filed herewith as Exhibit 3.1.  This parent-subsidiary merger was approved by us, the parent, in accordance with Nevada Revised Statutes Section 92A.180.  Stockholder approval was not required.  This amendment was filed with the Nevada Secretary of State and became effective on May 1, 2018.

 

Item 8.01 Other Events

 

Corporate Name Change and Symbol Change

 

In addition to the Company’s approval of the parent-subsidiary merger and the concurrent corporate name change, on May 1, 2018, the Company filed a corporate action with FINRA to effectively change the Company’s OTC trading symbol (the “Symbol Change”) and change the Company’s name to “Know Labs, Inc.” The Company’s Board of Directors approved the Symbol Change on April 10, 2018, and in accordance with the Nevada Revised Statutes, no shareholder approval was required. The Symbol Change would change the Company’s current symbol from “VSUL” to “KNWN,” or, if unavailable, either “KNLB” or “KLBS,” pending FINRA’s confirmation.

 

Press Release

 

On May 2, 2018, the Company issued a press release announcing the corporate name and symbol change. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)     Exhibits –

 

Exhibit No.   Description
     
3.1   Articles of Merger
     
99.1   Press Release dated May 2, 2018 regarding corporate name and symbol change.

 

 

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.

 

 

  VISUALANT, INCORPORATED
     
  By: /s/ Ronald P. Erickson
    Ronald P. Erickson
Chairman of the Board of Directors

 

May 3, 2018

 

- 2 -


Exhibit 3.1

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:  www.nvsos.gov

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

Articles of Merger

(Pursuant to NRS Chapter 92A)

 

1) 

Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

 

 

 

 

If there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity from article one.

 

 

 Know Labs, Inc.

 

 Name of merging entity

 

 

 

 

 

 

 

 Nevada

 

 Corporation

 

 Jurisdiction

 

 Entity type *

 

 

 

 

 

 

 

 Name of merging entity

 

 

 

 

 

 

 

 

 

 

 

 Jurisdiction

 

 Entity type *

 

 

 

 

 

 

 

 Name of merging entity

 

 

 

 

 

 

 

 

 

 

 

 Jurisdiction

 

 Entity type *

 

 

 

 

 

 and,

 

 

 

 

 

 

 

 Visualant, Incorporated

 

 Name  of surviving entity

 

 

 

 

 

 

 

 Nevada

 

 Corporation

 

 Jurisdiction

 

 Entity type *

 

* Corporation,  non-profit corporation,  limited partnership,  limited-liability company or business trust.

Filing Fee: $350.00

 

This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 1
Revised:  1-5-15


BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:  www.nvsos.gov

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

2) 

Forwarding  address where copies of process may be sent by the Secretary  of State of
Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):

 

Attn: 

 

 

 

c/o: 





 

 

3) 

Choose one:


 

 

 

The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).


 

X

 

The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180).


4) 

Owner’s approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):


 

 

 

If there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet
containing the required information for each additional entity from the appropriate section of

 

 

 

article four.


(a) 

Owner’s approval was not required from


 

 Know Labs, Inc.

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 Name  of merging entity,  if applicable

 

 

 

 and, or;

 

 

 

  Visualant, Incorporated

 

 Name  of surviving entity,  if applicable


This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 2
Revised:  1-5-15


BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:  www.nvsos.gov

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

(b) 

The plan was approved by the required consent of the owners of *:


 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 

 

 

 

 and, or;

 

 

 

 

 

 Name  of surviving entity,  if applicable




* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all
the trustees and beneficial owners of each business trust that is a constituent entity in the merger.




This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 3
Revised:  1-5-15


BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:  www.nvsos.gov

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

(c) 

Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):


The plan of merger has been approved by the directors of the corporation  and by each

public officer or other person whose approval of the plan of merger is required by the

articles of incorporation of the domestic corporation.




 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 Name  of merging entity,  if applicable

 

 

 

 

 

 

 

 

 

 and, or;

 

 

 

 

 

 Name  of surviving entity,  if applicable







This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 4
Revised:  1-5-15


BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:  www.nvsos.gov

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

5) 

Amendments, if any, to the articles or certificate  of the surviving  entity. Provide
article numbers,  if available.  (NRS 92A.200)*:

 

 


  Article 1 - Name of Corporation


  Know Labs, Inc.






 

 


6) 

Location of Plan of Merger (check a or b):


 

 

 

(a) The entire plan of merger is attached;

 

 

 

 

 

or,

 

 

 

 

 

 

 

X

 

(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability

company or business trust, or at the records office address if a limited partnership, or other place of

 

 

 

business of the surviving entity (NRS 92A.200).



7) 

Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)


 

Date:  

 

Time:  

 

 



* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger.  Please entitle them

“Restated” or “Amended and Restated,” accordingly.  The form to accompany restated articles prescribed by the secretary of state

must accompany the amended and/or restated articles.  Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada

parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the

surviving entity except that the name of the surviving entity may be changed.



This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 5
Revised:  1-5-15


BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:  www.nvsos.gov

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

8) 

Signatures - Must be signed by:  An officer of each Nevada corporation; All general partners of

each Nevada limited partnership; All general partners of each Nevada limited-liability limited

partnership; A manager of each Nevada limited-liability company with managers or one

member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

 

 

 

 

If there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet

containing the required information for each additional entity from article eight.

 

 

 Know Labs, Inc.

 

 Name  of merging entity

 

X /s/ Ronald P. Erickson

 

 President

 

 May 1, 2018

 

Signature

 

Title

 

Date

 

 

 

 

 Name  of merging entity

 

X

 

 

 

 

 

Signature

 

Title

 

Date

 

 

 

 

 Name  of merging entity

 

X

 

 

 

 

 

Signature

 

Title

 

Date

 

 

 

 

 Name  of merging entity

 

X

 

 

 

 

 

Signature

 

Title

 

Date

 

 

and,

 

 

 

 Visualant, Incorporated

 

 Name  of surviving entity

 

X /s/ Ronald P. Erickson

 

 President

 

 May 1, 2018

 

Signature

 

Title

 

Date

 

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS

92A.230).  Additional signature blocks may be added to this page or as an attachment, as needed.


IMPORTANT:   Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.


This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 6
Revised:  1-5-15


Exhibit 99.1



Visualant, Incorporated Announces Name Change to

Know Labs, Inc.

and files to Trade under New Stock Symbol


Seattle, WA. – May 2, 2018 – Visualant, Incorporated. (OTCQB: VSUL) – a provider of identification, authentication and diagnostic solutions, announced today it has filed a corporate action with FINRA to change its corporate name from Visualant, Inc. to Know Labs, Inc.  and to change its stock ticker symbol. The Company’s common stock will trade under the new stock symbol which will be announced as soon as it is approved by regulatory authorities.


Phil Bosua, Know Labs’ newly appointed Chief Executive Officer said about the name change, “Our technology provides knowledge to businesses and consumers about their surroundings and themselves.  Our proprietary ChromaID™ technology provides knowledge allowing for identification and authentication.  Our newly introduced Bio-RFID™ technology will provide information and knowledge to consumers about their health and wellness. We will allow you to know more about yourself and the world you live in.  Our name change acknowledges our movement to expand beyond color into the broader reaches of electromagnetic intelligence.  I am excited that our forthcoming products will allow you to know yourself better.”


Visualant Founder and Chairman Ron Erickson said, “The new senior management and their new vision required, in my mind, a rebranding of the Company.  The new name embodies the excitement of our recent technology breakthroughs, our new product plans and the energy and creativity of our new team.  I share Phil’s excitement about the future.”


About Know Labs, Inc .


Know Labs (formerly Visualant) is a public company whose shares currently trade under the stock symbol “VSUL.” The company’s technology directs structured light or radio waves through a substance or material to capture a unique molecular signature.  The Company refers to these signatures as ChromaID™ and Bio-RFID™. ChromaID and Bio-RFID are used to identify, detect, or diagnose substance markers or biomarkers that may be invisible to the human eye.  ChromaID and Bio-RFID scanner modules can be integrated into a variety of mobile or bench-top form factors. This patented and patent pending, award-winning technology makes it possible to effectively conduct analyses that could only previously be performed by invasive and/or large and expensive lab-based tests. For more information on Know Labs, visit the company’s website at www.knowlabs.co


Visualant Contact :

Mike Grabham

mike@knowlabs.co

Ph. 206-354-8751