Attached files

file filename
EX-10 - ASSET PURCHASE AGREEMENT - VISUALANT INCex_10-1.htm
EX-99 - PRESS RELEASE - VISUALANT INCex_99-1.htm

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 7, 2011


    VISUALANT, INCORPORATED    

(Exact name of Registrant as specified in its charter)


    Nevada    

    0-25541    

    91-1948357    

(State or jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)


500 Union Street, Suite 406

Seattle, Washington 98101

                (206) 903-1351                

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




Section 2 – Financial Information


Item 2.01 – Completion of Acquisition or Disposition of Assets.


On June 7, 2011, Visualant, Inc. (“Visualant” or the “Company”), an emerging leader in authentication systems technology, closed the acquisition of all Visualant related assets of the RATLab LLC (“RATLab”).


The RATLab is a Seattle based research and development laboratory created by Dr. Tom Furness, founder and Director of the HITLab International, with labs at Seattle, University of Canterbury in New Zealand, and the University of Tasmania in Australia. Guided by Dr. Tom Furness and Dr. Brian Schowengerdt, a research scientist in the field of optics and vision science, who developed the Spectral Pattern Matching (“SPM”) technology under contract for Visualant.


With this acquisition, the Company will consolidate all intellectual property relating to the SPM technology.  In addition to its current authentication and security applications of SPM, the Company will now own all other applications including the important fields of medicine, agriculture, and the environment and begin the creation of the Visualant Laboratory.


Upon the closing of this asset acquisition transaction, Dr. Tom Furness and Dr. Brian Schowengerdt will continue to provide technology leadership to us, under terms that are still subject to negotiation.


The Company acquired the Visualant related assets of the RATLab for the following:

 

a.         One million shares (1,000,000) of our common stock at closing valued at twenty cents ($0.20) per share, the price during the negotiation of this agreement.


b.         Two hundred and fifty thousand dollars ($250,000), with one hundred thousand dollars ($100,000) payable at closing and one hundred and fifty thousand dollars ($150,000) to be paid no later than the first anniversary of closing.


c.         The outstanding promissory note owing to Tom Furness in the amount of $65,000 with accrued interest of $24,675 was paid at closing.  


Item 9.01 Financial Statements and Exhibits.


(d)     Exhibits –


Exhibit No.

Description

10.1

Asset Purchase Agreement dated June 7, 2011 by and between Visualant, Inc. and the RATLab LLC.

99.1

Press Release of Visualant, Inc. dated June 9, 2011 related to the acquisition of the RATLab LLC.


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/ Mark Scott

 

 

Mark Scott, CFO


June 9, 2011


Exhibit Index


Exhibit No.

Description

10.1

Asset Purchase Agreement dated June 7, 2011 by and between Visualant, Inc. and the RATLab LLC.

99.1

Press Release of Visualant, Inc. dated June 9, 2011 related to the acquisition of the RATLab LLC.


2