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EX-10 - SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND DEBENTURES - KNOW LABS, INC.ex_10-1.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: August 16, 2012


    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 1 – Registrant’s Business and Operations


Item 1.01  Entry into a Material Definitive Agreement.


Amended Securities Purchase Agreement with Gemini Master Fund, Ltd. and Ascendiant Capital Partners, LLC (“Investors”)


On May 19, 2011, Visualant, Inc. (“Visualant” or the “Company”) entered into a Securities Purchase Agreement (“Agreement”) with Gemini Master Fund, Ltd. and Ascendiant Capital Partners, LLC (“Investors”) pursuant to which the Company agreed to issue $1.2 million of 10% convertible debentures due May 1, 2012. The Company received $1.0 million in cash related to the Agreement.


On August 16, 2012, the Company and Investors entered into Second Amendment to Securities Purchase Agreement and Debentures (“Amendment”). The Amendment extended the maturity date of the convertible debentures from September 30, 2012 to September 30, 2013. In addition, the additional investment and participation rights as defined in the Agreement were extended from September 30, 2012 to September 30, 2013.


The above description of the Second Amendment is intended only as a summary of such agreement. The full agreement is filed as Exhibit 10.1 and is hereby incorporated by reference.




Item 9.01  Financial Statements and Exhibits.


(d)     Exhibits –

 

Exhibit No.

 

Description

 

 

 

10.1

 

 Second Amendment to Securities Purchase Agreement and Debentures.



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

 

 

 

August 21, 2012

By:

/s/ Mark Scott

 

 

Mark Scott
Chief Financial Officer



EXHIBIT INDEX


Exhibit No.

 

Description

 

 

 

10.1

 

 Second Amendment to Securities Purchase Agreement and Debentures.


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