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: June 11, 2015

VISUALANT, INCORPORATED  
(Exact name of Registrant as specified in its charter)

     
    Nevada    
    0-25541    
     90-0273142     
(State or jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification No.)

500 Union Street, Suite 420
Seattle, Washington 98101
                 (206) 903-1351               
   (Address of Registrant’s principal executive office and telephone number)

 
 
 
 
 
 
 
 
 
 
 

 
1
 

Item 3.03. Material Modification to Rights of Security Holders.
 
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 6, 2015, a majority of the stockholders of Visualant, Incorporated (the “Company”) and more than 66% of the holders of the Company’s Series A Convertible Preferred Stock approved a reverse split of the Company’s common stock, par value $0.001 (the “Common Stock”), in a ratio to be determined by the Company’s Board of Directors, of not less than 1-for-50 nor more than 1-for-150. In addition, a majority of the Company’s stockholders and more than 66% of the holders of the Company’s Series A Convertible Preferred Stock approved an amendment to the Company’s Articles of Incorporation to decrease the number of shares of authorized capital stock of the Company from 550,000,000 to 105,000,000, of which 100,000,000 are shares of voting Common Stock and 5,000,000 are shares of voting preferred stock, par value $0.001 per share.
 
On June 9, 2015, the Company’s Board of Directors determined that the ratio of the reverse split would be 1-for-150 (the “Reverse Stock Split”).  The Certificate of Amendment to the Restatement of the Articles of Incorporation to effectuate the Reverse Stock Split and decrease in the authorized capital stock was filed with the Secretary of State of Nevada on June 11, 2015 and became effective on June 11, 2015.
 
On June 16, 2015, FINRA approved the Reverse Stock Split and commencing on June 17, 2015, shares of the Common Stock will trade on the OTCQB Marketplace under the symbol “VSULD” for 20 business days. After 20 business days, the symbol will revert to the original symbol of “VSUL.”  In connection with the Reverse Stock Split, the CUSIP number for the Common Stock has been changed to 928449 206.
 
All outstanding warrants, options and share amounts were divided by 150 shares, with all resulting numbers rounded up to the nearest whole share.
 
American Stock Transfer and Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of certificates representing shares of their Common Stock. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their stock certificates representing their shares of Common Stock following the Reverse Stock Split.
 
The foregoing description of the Certificate of Amendment to the Restatement of the Articles of Incorporation is qualified in its entirety by reference to the Certificate of Amendment to the Restatement of the Articles of Incorporation, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1, incorporated by reference into these Items 3.03 and 5.03.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits –
 
  Exhibit No.   Description
   
3.1 Certificate of Amendment to the Restatement of the Articles of Incorporation dated June 11, 2015.
   
99.1 Visualant, Inc. press release dated June 17, 2015 related to the Reverse Stock Split.
 
 
 
                      

 
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
 
June 17, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 

Exhibit No. Description
   
3.1 Certificate of Amendment to the Restatement of the Articles of Incorporation dated June 11, 2015.
   
99.1 Visualant, Inc. press release dated June 17, 2015 related to the Reverse Stock Split.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4  
 

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

 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
 
                                                                                                               
 USE BLACK INK ONLY – DO NOT HIGHLIGHT  ABOVE SPACE IS FOR OFFICE USE ONLY
 

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
       (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.
Name of Corporation:
 
 Visualant, Incorporated

2.
The articles have been amended as follows: (provide article numbers, if available)
 
Article IV, Section 4.1 is amended such that it reads in its entirety as follows:
 
“Article IV – Shares.
 
Section 4.1 Authorized Shares.  The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”  The total number of shares of capital stock that the Corporation is authorized to issue is One Hundred Million (100,000,000) shares of Common Stock, par value $0.001 per share, and Five Million (5,000,000) shares of Preferred Stock, par value $0.001 per share.  The Common Stock is subject to the rights and preferences of the Preferred Stock as set forth below.”

3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:

50.9% of common stock
100% of Series A Preferred

4.
Effective date and time of filing: (optional)
                                       
 Date:  Time:
June 11, 2015
12:01 am
 (must not be later than 90 days after the certificate is filed)

5.
Signature: (required)

/s/ Ronald P. Erickson  
Signature of Officer Ronald P. Erickson, CEO and President

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

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

                                                                                                                  
 
  This form must be accompanied by appropriate fees.  Nevada Secretary of State Amend Profit-After
Revised: 1-5-15
 



Exhibit 99.1
Visualant Implements Reverse Stock Split,
Effective Wednesday, June 17, 2015

Temporary trading symbol:  VSULD

 
Seattle, WA – (June 17, 2015) – Visualant, Inc. (OTCQB: VSUL), a leading provider of disruptive light-based technologies, announced its 1-for-150 reverse split of its common stock became effective at the beginning of trading today, Wednesday, June 17, 2015.
 
The Common Stock will be reported for 20 business days under the temporary ticker symbol “VSULD” with the “D” added to signify that the reverse stock split has occurred. After 20 business days, the symbol will revert to the original symbol of “VSUL.”  In connection with the reverse stock split, the CUSIP number for the Common Stock has been changed to 928449 206 .
 
Information to Shareholders
 
American Stock Transfer and Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates for Common Stock. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares following the Reverse Stock Split.  American Stock Transfer and Trust Company may be reached for questions at 877-248-6417 or 718-921-8317.
 
More information on the reverse stock split can be found in Visualant’s Form 8-K, which will be filed with the Securities and Exchange Commission on June 17, 2015.  Additional information on Visualant’s reverse stock split will be available beginning on or about June 17, 2015 in the “Reverse Stock Split FAQs” on the Investor page of the Company’s website at www.visualant.net.
 
About Visualant, Inc.
 
Visualant™ is a public company whose shares trade under the stock symbol “VSUL.” We have developed a proprietary technology to uniquely identify and authenticate almost any substance. This patented technology 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 almost any solid, liquid or gaseous material.  This signature of reflected or transmitted light is digitized, creating a unique ChromaID signature.  The ChromaID technology looks beyond visible light frequencies to areas of near infra-red and ultraviolet light that are outside the humanly visible light spectrum. The data obtained allows us to create a very specific and unique ChromaID signature of the substance for a myriad of authentication and verification applications.  For more information on Visualant, visit the company’s new website at www.visualant.net .
 
Visualant Press Contacts :
Hal Bringman
Email   hal@nvpr.com
Desk +1 (206) 299-0622 ext 801
Mobile +1 (310) 210-8011,
Skype halbringman