USBC, Inc. — Capital/Financing Update 2015

Jul 28, 2015

8-K 1 form_8-k.htm FORM 8-K FOR 07-21-2015

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: July 21, 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)

Item 1.01 Entry into a Material Definitive Agreement.

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

Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock and Amendment to Series A Preferred Stock Terms

On July 21, 2015, Visualant, Incorporated (the “Company”) received approval from the State of Nevada for the Company’s Amended and Restated Certificate of Designations, Preferences and Rights of its Series A Convertible Preferred Stock. The Amended and Restated Certificate changed the conversion price and the stated value from $0.10 (pre reverse stock split) to $30.00 (post-reverse stock split), and adding a provision adjusting the conversion price upon the occurrence of certain events.

The foregoing description of the Company’s Amended and Restated Certificate of Designations, Preferences and Rights of its Series A Convertible Preferred Stock and Amendment to Series A Preferred Stock Terms is qualified in its entirety by reference to the Company’s Amended and Restated Certificate of Designations, Preferences and Rights of its Series A Convertible Preferred Stock and Amendment to Series A Preferred Stock Terms, a copy of which are attached to this Current Report on Form 8-K as Exhibits 3.1 and 10.1, incorporated by reference into this 1.01 and 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits –

Exhibit No.	Description
3.1	Amended and Restated Certificate of Designations, Preferences and Rights of the Company’s Series A Convertible Preferred Stock dated July 21, 2015.
10.1	Form of Amendment to Series A Preferred Stock Terms.

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.

/s/ Ronald P. Erickson
Ronald P. Erickson, CEO

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