UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-53754

VYSTAR CORPORATION

(Exact name of registrant as specified in its charter)

georgia		20-2027731
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

365 Shrewsbury St
Worcester, MA		01604
(Address of principal executive offices)		(Zip Code)

Registrants telephone number, including area code: (508) 791-9114

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NONE		NONE		NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company, “and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☒	Smaller Reporting Company ☒

			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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2023, the aggregate market value of shares held by non-affiliates of the registrant (based upon the closing sale price of such shares on the OTC Market on June 30, 2023) was $578,399. See Item 12.

As of September 6, 2024, there were 13,290,972 shares of the registrant’s common stock outstanding.

Vystar Corporation

Annual Report on Form 10-K

For the Year Ended December 31, 2023

Table of Contents

Part I

Item 1.	Business	4
Item 1A	Risk Factors	7
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	13

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 8.	Financial Statements and Supplementary Data	21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A.	Controls and Procedures	22
Item 9B.	Other Information	23

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	23
Item 11.	Executive Compensation	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13.	Certain Relationships and Related Transactions, and Director Independence	29
Item 14.	Principal Accountant Fees and Services	30

Part IV

Item 15.	Exhibits and Financial Statement Schedules	32
Item 16.	Form 10K Summary	34
Signatures		35

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain oral and written statements made by Vystar Corporation about future events and expectations, including statements in this Annual Report on Form 10-K (the “Report”) contain forward-looking statements, within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”), that involve risks and uncertainties. For those statements, we claim the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Act of 1995. In some cases, forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and similar expressions. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Report or the statement. All of these forward-looking statements are based on information available to us at this time, and we assume no obligation to update any of these statements. Actual results could differ from those projected in these forward-looking statements as a result of many factors, including those identified in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere. We urge you to review and consider the various disclosures made by us in this Report, and those detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), that attempt to advise you of the risks and factors that may affect our future results. We qualify any forward-looking statements entirely by these cautionary factors.

The above-mentioned risk factors are not all-inclusive. Given these uncertainties and that such statements, speak only as of the date made; you should not place undue reliance on forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

ITEM 1.

BUSINESS

Overview

Vystar Corporation (“Vystar”, the “Company”, “we,” “us,” or “our”) is based in Worcester, Massachusetts. Vystar is the owner and manufacturer of multiple brands of eco-friendly products for the home, office and medical sectors. Vystar is the creator and exclusive owner of the innovative technology to produce Vytex® Natural Rubber Latex (“NRL”). Our global multi-patented technology reduces antigenic and total protein in natural rubber latex products to virtually undetectable levels. Vytex NRL, our “ultra-low protein” natural rubber latex has been introduced throughout the worldwide marketplace that uses NRL or latex substitutes as a raw material for end products. Natural rubber latex or latex substitutes are used in an extensive range of products including balloons, foams, textiles, adhesives, carpet, paints, coatings, protective equipment, sporting equipment, and especially health care products like surgical and exam gloves and condoms.

Vystar has expanded Vytex into the consumer arena with an introduction into the bedding category, aligning with key foam manufacturers to create mattresses, mattress toppers and pillows. Through this effort, Vystar can bring the benefits of great sleep and a more natural product to the public.

Vystar is also bringing peace of mind to consumers in the clean-air space. RxAir is the manufacturer of the finest air purification system in the world and an innovative developer, manufacturer and distributor of bio technology products targeting the rapidly growing Indoor Air Quality (“IAQ”) industry sector. RxAir’s products include the RxAir purification system for the home as well as one of the world’s finest lines of hospital-grade HEPA filtration products. All of our products are FDA certified as Class II medical devices and kill germs viruses and bacteria.

Vystar has acquired the assets of Fluid Energy Conversion (FEC). FEC has taken a position as a global green energy company with a multitude of new technologies including an array of patented, and soon-to-be patented, technology destined to change energy production and energy usage in many arenas. Our independent research and development has focused on product solutions that harness stable vortex effects, cavitation and other unique fluid flow phenomena to move energy application into new chapters. Our main thrust is currently in water but other applications such as those in combustion are already being positioned as key concepts in those fields. For over 50 years, FEC’s chief scientist has developed and patented many successful inventions, both nationally and internationally, involving fluid mechanics, fluidics, thermodynamics and related physics. His experience has created a revolutionary extension of fluidic science that has led to patented products that are cost effective to manufacture, simple to understand, and they deliver an outstanding performance. Most of our technology does not require complicated processes or sophisticated electronics, making us truly unique.

Vystar has a majority ownership in Murida Furniture Co., Inc. dba Rotmans Furniture, formerly one of the largest independent furniture stores in the U.S.

Company Background

In May of 2018, Vystar acquired substantially all of the assets of UV Flu Technologies, Inc. (formerly traded on the OTC under the ticker UVFT), whose patented ViraTech™ UV light air purification technology destroys greater than 99% of airborne bacteria, viruses and other microorganisms and virtually eliminates concentrations of odors and volatile organic compounds (“VOCs”) and created the RxAir division.

The RxAir product line includes:

	●	RXair™ Residential Filterless Air Purifier

	●	RX400™ U.S. Food and Drug Administration (“FDA”) cleared Class II Filterless Air Purifier

	●	RX800™ FDA cleared Class II Filterless Air Purifier

	●	RX3000™ Commercial FDA cleared Class II Air Purifier

RxAir promotes a healthy lifestyle improving the quality of life of each and every customer. Independently tested by the U.S. Environmental Protection Agency (“EPA”) and FDA-certified laboratories, the RxAir has been proven to destroy greater than 99% of bacteria and viruses and reduce concentrations of odors and VOCs. The RxAir uses high-intensity germicidal UV lamps that destroy bacteria and viruses instead of just trapping them, setting it apart from ordinary air filtration units. RxAir units are sold online at www.RxAir.com and are available through multiple third-party distributors. RxAir® and ViraTech ® are registered trademarks of Vystar Corporation.

Vystar is the exclusive creator of Vytex Natural Rubber Latex (“NRL”), a multi-patented, all-natural, raw material that contains significantly reduced levels of the proteins found in natural rubber latex and can be used in over 40,000 products. Vytex NRL is a 100% renewable resource, environmentally safe, “green” and fully biodegradable. Vystar is working with manufacturers across a broad range of consumer and medical products bringing Vytex NRL to market in adhesives, gloves, balloons, condoms, other medical devices and natural rubber latex foam mattresses, toppers, and pillows.

In April of 2018, Vystar acquired the assets of NHS Holdings, LLC (“NHS”) to move into direct product offerings made from Vytex® latex. NHS was the exclusive U.S. distributor of Vystar’s Vytex® natural rubber latex foam to manufacturers for use in over 200 home furnishings products, including mattresses, toppers, pillows and upholstery, sold through multiple channels.

In May of 2019, Vystar acquired the assets of Fluid Energy Conversion Inc. (“FEC”), primarily consisting of its patent on the Hughes Reactor, which has the ability to control, enhance, and focus energy in flowing liquids and gases. Vystar intends to use this technology to enhance the effectiveness of Vystar’s RxAir purification system to destroy airborne pathogens while decreasing the cost and size of Vystar’s RxAir units.

In July of 2019, Vystar acquired 58% of the outstanding shares of common stock of Murida Furniture Co., Inc. dba Rotmans Furniture (“Rotmans”), formerly one of the largest independent furniture retailers in the U.S. Rotmans sold a broad line of residential furniture and decorative accessories and served customers throughout the New England region. The acquisition enabled Vystar to capitalize on the infrastructure already in place at Rotmans for accounting, retail sales facilities and staff, customer service, warehousing, and delivery. Rotmans closed its showroom at the end of 2022.

In December of 2020, Vystar selected Corrie MacColl Limited, a subsidiary of global natural rubber supply chain manager Halcyon Agri, as its exclusive global partner for all aspects of product market development and distribution of patented Vytex deproteinized latex.

Competition

RxAir

The residential air purification market is a highly fragmented competitive business. Vystar competes with a large number of companies on many factors including price, quality, innovation, reputation, distribution and promotion.

Natural Rubber Latex

Synthetic raw materials such as ethylene, propylene, styrene and butadiene compete with NRL. Currently, it is estimated that NRL processors have lost one-half of the overall latex market to synthetic latex. Despite the switch to non-latex alternatives, it is estimated that almost 70% of exam gloves and nearly 80% of surgical gloves used in U.S. hospitals are still made with NRL.

Intellectual Property

Vystar currently holds a portfolio of patents and trademarks in the U.S. and other various foreign countries. No assurance can be given that such patent and trademark protection will provide substantial protection from competition. We are committed to aggressively challenging any infringements of our patents and/or trademarks.

Government Regulation

We are not subject to direct governmental regulation other than the laws and regulations generally applicable to businesses in the domestic and foreign jurisdictions in which we operate.

Our RxAir400 product was cleared by the FDA as a Class II medical device in November 2008. FDA clearance to sell our product as a Class II medical device provides invaluable credibility in the marketplace. By granting a listing, the FDA indicates it has reviewed all aspects of a product, including efficacy of the technology, independent test results and product safety to ensure that the product complies with our claims. Few air purification products are listed by the FDA, and it is extremely important that we expend the resources necessary to maintain this listing as a Class II medical device with the FDA.

Seasonality

Our business is affected by traditional retail seasonality, advertising and promotion programs and general economic trends.

Employees

As of December 31, 2023, Vystar had one employee.

Corporate Information

Vystar Corporation is a Georgia corporation that was incorporated in 2003. Our predecessor company, Vystar LLC, was formed by our founder, Travis Honeycutt, in February 2000 as a Georgia limited liability company. Our corporate office is located at 365 Shrewsbury Street, Worcester, Massachusetts 01604. Our website address is www.vystarcorp.com.

The information contained on, or that can be accessed through, our website is not a part of this Report. We have links on our website to reports, information statements, and other information that we file electronically with the Securities and Exchange Commission, or SEC, at the Internet website maintained by the SEC, www.sec.gov. In addition to visiting our website and the SEC’s website, you may read and copy public reports we file with or furnish to the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

ITEM 1A.

RISK FACTORS

Our business is subject to a number of risks and uncertainties — many of which are beyond our control — that may cause our actual operating results or financial performance to be materially different from our expectations. If one or more of the events discussed below were to occur, actual outcomes could differ materially from those expressed in or implied by any forward-looking statements we make in this report or our other filings with the SEC, and our business, financial condition, results of operations or liquidity could be materially adversely affected; furthermore, the trading price of our common stock could decline and our shareholders could lose all or part of their investment.

Vystar presently does not generate the cash needed to finance its current and anticipated operations.

The Company is still in the early stage of establishing our business including attracting new customers and increasing sales. Our financial success will be dependent upon the soundness of our business concept, our management’s ability to successfully and profitably execute our plan, and our ability to raise additional capital.

Our limited operating history makes it difficult to evaluate our business. We expect to make significant future operating expenditures to develop and expand our business into areas such as OEM product lines and offerings in the mattress and furniture arenas. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this Report, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, we may not be able to achieve or maintain profitability, and we may incur significant losses for the foreseeable future. See additional discussion under Liquidity and Capital Resources.

At December 31, 2023 our cash position was $35,442 and we had an accumulated deficit of $58,243,258. We plan to finance our operations for the next twelve (12) months through the use of cash on hand, raising capital through private placement and increased sales from RxAir products by exploring sales partnerships with third-party wholesalers and retailers. You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, have not generated net earnings on an annual basis. Various factors, such as economic conditions, regulatory and legislative considerations, and competition, may also impede our ability to expand our market presence. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate positive cash flows or profits we anticipate in the future.

The following risk factors apply to our RxAir business:

We face significant competition from multinational and regional manufacturers.

The growing air purification market is highly competitive with companies offering wide range of air purifiers sold through e-commerce websites, company-owned websites, retailer and their websites and distributors. Market participants compete on product performance, quality, price and reputation.

We are dependent upon the ability of our third-party producers to meet our requirements.

We source our products from non-exclusive, third-party producers, many of which are located in foreign countries. We depend upon the ability of third-party producers to secure a sufficient supply of raw materials, a skilled workforce, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity. We cannot be certain that we will not experience operational difficulties with our manufacturers, such as insufficient quality control, failures to meet production deadlines or increases in manufacturing costs.

The following risk factors apply to our Vytex business:

Our Vytex operating results could fluctuate and differ considerably from our financial forecasts.

Our business model is based on experience derived from the marketplace. There are no assurances that this experience will prove to be valid for our future operations or plans.

Our operating results may fluctuate significantly as a result of a variety of factors, including:

	●	Acceptance by manufacturers of the Vytex Natural Rubber Latex technology;

	●	Our ability to achieve and sustain profitability;

	●	Consumer confidence in products manufactured using our Vytex Natural Rubber Latex technology;

	●	Our ability to raise additional capital.

Our Vytex NRL business is totally dependent on market demand for, and acceptance of, the Vytex Natural Rubber Latex process.

We expect to derive most of our Vytex NRL business revenue from the sales of our Vytex Natural Rubber Latex raw material to various manufacturers of rubber and rubber end products using NRL through our distribution agreement with CMC Global. We pay natural rubber latex processors a fee for the service of manufacturing and creating Vytex NRL for us under our manufacturing and distribution agreements. Conversely, Vystar collects a fee under the CMC Global licensing model. Our Vytex NRL product operates within broad, diverse and rapidly changing markets. As a result, widespread acceptance and use of product is critical to our future growth and success. If the market for our product fails to grow or grows more slowly than we currently anticipate, demand for our product could be negatively affected.

Our ability to generate significant revenue in the Vytex business is substantially dependent upon the willingness of consumers to make discretionary purchases and the willingness of manufacturers to utilize capital for research and development and the retooling of their manufacturing process, both of which are impacted by the state of the economy.

The current state of the world economy has and likely will in the future impact upon our ability to increase revenue. Certain products that we anticipate will be manufactured with our Vystar NRL process, such as mattresses and sponge products, are considered discretionary consumer purchases which decline during economic downturns. Additionally, certain manufacturers who might otherwise utilize the Vytex NRL process in the manufacturing of products with NRL have determined not to expend capital to complete the research of the Vytex NRL process or to retool their manufacturing process because of the general downturn in the economy. As part of a strategy to increase awareness of the Vytex NRL brand, the Company has been aggressively seeking to have end products produced and labeled “made with Vytex NRL” such as mattresses, toppers and pillows. As these products enter the market, the Company plans to create consumer awareness of these end products and in so doing begin to develop consumer demand pull through as part of the Company’s efforts to complete the push-pull cycle using an ingredient branding strategy.

Assertions by a third party that our Vytex process infringes its intellectual property, whether or not correct, could subject us to costly and time-consuming litigation or expensive licenses.

There is frequent litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition and become increasingly visible as an operating company, the possibility of intellectual property rights claims against us may grow.

Any intellectual property rights claim against us or our customers, with or without merit, could be time-consuming, expensive to litigate or settle and could divert management attention and financial resources. An adverse determination also could prevent us from offering our process, require us to pay damages, require us to obtain a license or require that we stop using technology found to be in violation of a third party’s rights or procure or develop substitute services that do not infringe, which could require significant resources and expenses.

The latex market in which we will participate is competitive and if we do not compete effectively, our operating results may be harmed.

The markets for our product are competitive and rapidly changing. With the introduction of new technologies, increasing scrutiny of alternative lattices such as Russian dandelion, and new market entrants, we expect competition to intensify in the future. In addition, pricing pressures and increased competition generally could result in reduced sales, reduced license fees or the failure of our products to achieve or maintain widespread market acceptance.

While continued interest is strong in a new innovative product in the natural rubber latex industry, pricing and regulatory approvals remain a key selling factor.

Our Vytex revenue will vary based on fluctuations in commodity prices for NRL.

NRL is a commodity and, as such, its price fluctuates daily. Our raw material revenue including licensing fees and cost of goods will also fluctuate upward or downward based upon changing market prices for the raw material used to produce Vytex NRL. Prolonged periods of lowered market prices can also cause manufacturers to review synthetic price drops as they look for even lower cost alternatives to NRL.

While Vytex NRL has received 510(k) clearance from the FDA for condoms and exam gloves, there is no assurance that future applications will be cleared.

In order for Vytex to be used in medical device applications, the manufacturer of the end product must submit an application to the FDA. If the device is classified by the FDA as Class II (e.g., condoms, surgical gloves, and most non-cardiac and non-renal/dialysis catheters) and in some cases Class I (e.g., exam gloves), a 510(k) application must

be filed with the FDA seeking clearance to market the device based on the fact that there is at least one other predicate or similar device already marketed. If the product is classified as a Class III product (e.g., most cardiac and renal/dialysis catheters, certain adhesives and other in vivo devices), or is otherwise a new device with no predicate on the market already, then the manufacturer of the end product must submit a Pre-Market Approval (“PMA”) application seeking approval by the FDA to market the device. The PMA approval process is much more in depth and lengthy and requires a greater degree of clinical data and FDA review than does a 510(k) clearance process.

Since Vytex is a raw material and not an end-product, Vystar is not the entity that files with the FDA for any clearance or approval to market a device. Instead, the end-product manufacturers who will be selling and marketing the device(s) must submit applications and seek FDA clearance or approval depending upon the device classification. Vystar’s role in this process is only as background support to the manufacturers to supply information and any technical or test data regarding the Vytex raw material.

An American manufacturer of condoms and exam gloves had been engaged in production work and had completed required testing and received FDA clearance for using Vytex NRL in their condom and exam glove lines. However, this manufacturer is not currently producing products made with Vytex NRL or any other type of raw material. Notwithstanding such approvals, we have no assurance that future products will provide acceptable test results and even if they do, there is no certainty that the FDA will approve the applications.

Each of the above mentioned 510(k)s have been sold to other manufacturers hence the need to pursue 510(k)s for the newer manufacturing facilities.

Vytex may seek to have lower protein claims than what is currently on the market today for exam gloves and may ultimately seek to have latex warnings removed from or modified on all FDA-regulated products, but it cannot guarantee that either of such actions will be approved by the FDA.

The FDA heavily scrutinizes any and all claims categorizing the protein levels and other claims of an NRL product. Currently, the FDA has allowed claims only stating the level of less than 50 micrograms/gram of total extractable proteins pursuant to only one of two FDA-recognized standards on exam or surgical gloves. Vystar intends to claim protein levels pursuant to both of the two FDA-recognized standards, which will result in claiming the lowest level of antigenic proteins for a Hevea NRL product currently on the market. Although the FDA has cleared such claims on the condom using Vytex NRL, the FDA rejected those claims for the exam glove. There is no guarantee that the FDA will ultimately or ever allow these claims on an exam glove.

Additionally, for many years, the FDA has required warnings on products containing latex due to the latex allergy issue that exists. Vystar plans on petitioning the FDA to have that label removed from or modified on products manufactured with Vytex NRL, by filing a Citizen’s Petition. The Petition will be filed when we see that the benefits of filing will far outweigh the costs since such Petition is likely to require clinical test results indicating acceptable allergic reactions associated with Vytex NRL. There are no assurances that the FDA will grant that request.

Manufacturers are implementing trials of Vytex NRL in their facilities but final data is not yet available from all these manufacturers on its viability for their particular environments.

Over the past several years, samples of Vytex NRL have been made available to over 50 natural rubber latex and latex substitute end product manufacturers, 30 of which have been in place since early 2009. Since the completion of the Vytex NRL Standard Operation Procedures (SOPs), Vytex has been produced at Revertex (Malaysia), Occidente (Guatemala), KAPVL (India) and most recently Mardec-Yala (Thailand) and MMG (Thailand). Under the 2020 agreement with CMC Global, that entity is responsible for manufacturing, marketing and selling Vytex exclusively including sampling. Manufacturers that have signed a ‘sampling’ agreement with us have been provided with samples of Vytex NRL for validating its use in their manufacturing processes.

Another risk is the validity of the customer as testing completes. Recently Vystar has completed more than three years of a specialized version of Vytex NRL only to have the end product manufacturer fail to upgrade their production line and fulfill their own contract. As part of the Company’s learnings, we have found that in listening closely to customer challenges and needs, our technical team has been able to develop solutions. The Company has come to realize that what we offer is not just a raw material but often a technology solution to a production or product development challenge.

While many of these new formulations look promising, there is no guarantee that these technological innovations will be successfully scaled up or successfully implemented by the customer.

The following risk factors apply to our company as a whole:

Our use of foreign sources of production for a portion of our products exposes us to certain additional risks associated with international operations.

Our use of foreign sources for the supply of certain of our products exposes us to risks associated with overseas sourcing. These risks are related to government regulation, volatile ocean freight costs, delays in shipments, and extended lead time in ordering. Governments in the foreign countries where we source our products may change their laws, regulations and policies, including those related to tariffs and trade barriers, investments, taxation and exchange controls which could make it more difficult to service our customers resulting in an adverse effect on our earnings. We could also experience increases in the cost of ocean freight shipping which could have an adverse effect on our earnings. Shipping delays and extended order lead times may adversely affect our ability to respond to sudden changes in demand, resulting in the purchase of excess inventory in the face of declining demand, or lost sales due to insufficient inventory in the face of increasing demand, either of which would also have an adverse effect on our earnings or liquidity.

Significant fluctuations in the cost of raw materials could adversely affect our profits.

On a global and regional basis, the raw materials used in our products are susceptible to significant price fluctuations due to supply/demand trends, transportation costs, government regulations and tariffs, changes in currency rates, the economic and political climate and other circumstances. Significant increases in the future could materially affect our costs and profits.

Because our stock price may be volatile due to factors beyond our control, you could lose all or part of your investment.

Price and volume of stock, including additional stock issuances may cause price decline and dilution.

If we do not attract and retain highly qualified employees, we may not be able to grow effectively.

Our ability to compete and grow depends in large part on the efforts and talents of our executive officers or employees. We require the key employee(s) to enter into employment agreements, but in the U.S., employees are free to leave an employer at any time without penalties. The loss of key employees or the inability to hire additional skilled employees as necessary could result in significant disruptions of our business, and the integration of replacement personnel could be time-consuming and expensive and cause us additional disruptions.

We do not expect to declare any dividends in the foreseeable future.

We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, shareholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

There is no assurance that any significant public market for our shares of common stock will develop.

While our shares of common stock trade on the OTC Bulletin Board under the symbol “VYST”, there is currently no significant public market for our common stock and there is no assurance that there will be any such significant public market for our common stock in the future.

The utilization of our tax losses could be substantially limited if we experience an ownership change as defined in the Internal Revenue Code.

Because of net operating losses we have experienced for federal income tax purposes at December 31, 2023, we had federal net operating loss (“NOL”) carry-forwards of approximately $38 million ($37.5 million for 2022) available to offset future taxable income. Our ability to utilize NOL carry-forwards to reduce future taxable income may be limited under Section 382 of the Internal Revenue Code if certain ownership changes in our Company occur during a rolling three-year period. These ownership changes include purchases of common stock under share repurchase programs, the offering of stock by us, the purchase or sale of our stock by 5% shareholders, as defined in the Treasury regulations, or the issuance or exercise of rights to acquire our stock. If such ownership changes by 5% shareholders result in aggregate increases that exceed 50 percentage points during the three-year period, then Section 382 imposes an annual limitation on the amount of our taxable income that may be offset by our NOL carry-forwards or tax credit carry-forwards at the time of ownership change. The limitation may affect the amount of our deferred income tax asset and, depending on the limitation, a significant portion of our NOL carry-forwards or tax credit carry-forwards could expire before we are able to use them. In such an event, our business, financial condition, results of operations or cash flows could be adversely affected. We believe we have not experienced an ownership change under Section 382 of the Internal Revenue Code as of December 31, 2023; however, the amount by which our ownership may change in the future could be affected by purchases and sales of stock by 5% shareholders and new issuances of stock by us, should we choose to do so.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Although we believe that our current space is adequate for the foreseeable future, if additional office space is required, we believe that suitable space will be available at market rates.

ITEM 3.

LEGAL PROCEEDINGS

EMA Financial

On February 19, 2019, EMA Financial, Inc. filed a lawsuit in the Southern District of New York against the Company. The lawsuit alleged various breaches of an underlying convertible promissory note and stock purchase agreement and sought four claims for relief: (i) specific performance to enforce a stock conversion and contractual obligations; (ii) breach of contract; (iii) permanent injunction to enforce the stock conversion and contractual obligations; and (iv) legal fees and costs of the litigation. The complaint was filed with a motion seeking: (i) a preliminary injunction seeking an immediate resolution of the case through the stock conversion; (ii) a consolidation of the trial with the preliminary injunctive hearing; and (iii) summary judgment on the first and third claims for relief.

The Company filed an opposition to the motion and upon oral argument the motion for injunctive relief was denied. The Court issued a decision permitting a motion for summary judgment to proceed and permitted the Company the opportunity to supplement its opposition papers together with the plaintiff who was also provided opportunity to submit reply papers. On April 5, 2019, the Company filed the opposition papers as well as a motion to dismiss the first and third causes of action in the complaint. On March 13, 2020, the Court granted the Company’s motion dismissing the first and third claims for relief and denied the motion for summary judgment as moot.

The Company subsequently filed an amended answer with counterclaims. The affirmative defenses if granted collectively preclude the relief sought. In addition, Vystar filed counterclaims asserting: (a) violation of 10(b)(5) of the Securities and Exchange Act; (b) violation of Section 15(a)(1) of the Exchange Act (failure to register as a broker-dealer); (c) pursuant to the Uniform Declaratory Judgment Act, 28 U.S.C. §§ 2201, the Company requests the Court to declare: (i) pursuant to Delaware law, the underlying agreements are unconscionable; (ii) the underlying agreements are unenforceable and/or portions are unenforceable, such as the liquidated damages sections; (iii) to the extent the agreement is enforceable, Vystar in good faith requests the Court to declare the legal fee provisions of the agreements be mutual (d) unjust enrichment; (e) breach of contract (in the alternative); and (f) attorneys’ fees.

On June 10, 2020, EMA filed a motion for summary judgment as to its remaining claims for relief and a motion to dismiss the Company’s affirmative defenses and counterclaims. The Company opposed the motion on July 10, 2020, and the same was fully submitted to the Court on July 28, 2020. On March 29, 2021, the Court issued a decision granting in part and denying in part the motion. Specifically, the Court granted that part of the motion seeking summary judgment and dismissal on the Company’s affirmative defense and counterclaim regarding Sections 15(a)/29(b) of the Exchange Act. Two weeks later the Company filed a motion for reconsideration as to the dismissal portion of the order, or, for the alternative, a motion for certification for the right to file a petition to the Second Circuit Court of Appeals on the issue. The Court denied the motion for reconsideration and certification. Subsequently, fact discovery has been completed and on June 24, 2022 both parties submitted competing motions for summary judgment.

EMA seeks summary judgment on its breach of contract and attorneys’ fees claims, specifically seeking damages in the amount of $1,820,000 with 24% interest premised on the argument it was entitled to effectuate a January 15 and February 5, 2019, notices of conversions. EMA further seeks to dismiss Vystar’s affirmative defenses and counterclaims. Conversely, Vystar filed its motion for summary judgment seeking an order to dismiss the EMA complaint on the grounds: (i) the underlying note was satisfied on December 11, 2018; and (ii) EMA, through multiple breaches of the note, over-converted the note by 36,575,555 shares equating to a request of damages against EMA and in favor of Vystar for $4,802,000, with interest accruing at 24%, and attorneys’ fees. The briefing by the parties was fully submitted on July 29, 2022.

On January 6, 2023, the Court issued a series of preliminary rulings based upon the parties’ respective summary judgment motions. Those rulings narrowed the outstanding issues (and claims) to only the parties’ breach of contract claim and counterclaim (and affirmative defenses) regarding the conversion process. Of particular importance, the Court found EMA breached the note by failing to effectuate the conversions in the manner outlined by the controlling note. The Court further found the principal balance at issue was $80,000, interest accrued from the date set in the note and default interest, to the extent applicable, was to accrue at the default rate from September 2018, forward. The Court left undecided whether EMA’s breach of the note was material, whether affirmative defenses as previously raised by the parties were applicable to each parties’ contractual claim, and a damages analysis associated with the same. The Court then requested a supplemental briefing as to the issues of materiality, liability and damages. The issues were fully briefed and submitted on February 24 and March 15, 2023.

On October 27, 2023, the Court held oral argument on the issues addressed in the supplemental briefing. On November 27, 2023, the Court issued its order resolving the case in Vystar’s favor. The Court held while EMA breached the terms of the underlying promissory note by virtue of the manner of its conversions, such breach was not material. The Court thereafter held the balance of the note was paid in full by Vystar. Based upon the decision in favor of Vystar, the Court granted Vystar’s request for legal fees, and requested a briefing on the same. Vystar subsequently submitted a motion for legal and expert fees in the amount of approximately $638,000 supported by the relevant paperwork. The parties await the Court’s decision.

On December 24, 2023, EMA filed a motion for reconsideration, arguing the Court failed to properly read the underlying note that, in EMA’s belief, allowed it to effectuate the two post default conversions at issue in the case. After the matter was fully briefed by the parties, on May 16, 2024, the Court held oral argument. On the same date after argument the Court granted EMA the procedural right for reconsideration, and thereafter denied the substantive portion of its motion. The November 27, 2023, decision stands.

On December 27, 2023, EMA filed a notice of appeal with the United States Court of Appeals for the Second Circuit. The appeal targets each section of the prior decisions that fell against EMA. Vystar has until June 14, 2024, to file its notice of appeal with the same appellate court. The appeal, if filed, will target the relevant and material decisions issued by the Court against Vystar.

On June 13, 2024, Vystar has timely filed its notice of cross-appeal. EMA is required to file its submissions on September 20, 2024, and Vystar thereafter has sixty days to file its opposition and cross-appeal. Thereafter the parties will submit final submissions for the appellate court to consider.

On August 5, 2024, the District Court denied, without prejudice to renew, the motion for attorneys’ fees, ruling that such is premature based upon the pending appeal and cross-appeal.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II.

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES

Market Price Information

Our common stock is traded in the United States on the Over the Counter Bulletin Board (OTCBB) under the symbol “VYST.” The following table shows the range of high and low closing prices for our common stock.

	High		Low
December 31, 2022

First Quarter	$	1.00	$	0.62

Second Quarter	$	0.78	$	0.41

Third Quarter	$	0.46	$	0.27

Fourth Quarter	$	0.28	$	0.10

December 31, 2023

First Quarter	$	0.19	$	0.08

Second Quarter	$	0.09	$	0.03

Third Quarter	$	0.06	$	0.00

Fourth Quarter	$	0.14	$	0.00

These quotations do not reflect retail markup, markdown or commission and may not necessarily represent the prices of actual transactions during these quarterly periods.

Holders of Record

As of December 31, 2023, there were 209 holders of record of our common stock. Because some of our shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividend Policy

We have never paid or declared any cash dividends on our common stock and we do not intend to pay or declare dividends on our common stock in the near future. We presently expect to retain any future earnings to fund continuing development and growth of our business. Our payment of dividends is subject to the discretion of our board of directors and will depend on earnings, financial condition, capital requirements and other relevant factors.

Issuer Purchases of Equity Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans

Information concerning our equity compensation plans is set forth in Item 12 of Part III of this Annual Report on Form 10-K.

Recent Sales of Unregistered Securities

Common Stock and Warrant Grants

There were no common stock and warrant grants issued from January 1, 2023 through December 31, 2023.

Stock Option Grants

There were no stock option grants issued from January 1, 2023 through December 31, 2023.

Proceeds from loans and shareholder, convertible and contingently convertible notes payable

There were no proceeds from October 1, 2023 through December 31, 2023.

Application of Securities Laws and Other Matters

No underwriters were involved in the foregoing sales of securities. The securities described above were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4 (2) under the Securities Act and Regulation D promulgated thereunder, as applicable, relative to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required.

The issuance of stock options as described above were issued pursuant to written compensatory plans or arrangements with our employees, directors and consultants, in reliance on the exemption provided by Rule 701 promulgated under the Securities Act. All recipients either received adequate information about us or had access, through employment or other relationships, to such information.

All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. All certificates representing the issued shares of common stock, warrants and options described above included appropriate legends setting forth that the securities had not been registered and the applicable restrictions on transfer.

ITEM 6.

SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide the information required by this Item pursuant to 301(c) of Regulation S-K.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This analysis of our results of operations should be read in conjunction with the accompanying financial statements, including notes thereto, contained in Item 8 of this Report. This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Statements that are predictive in nature and that depend upon or refer to future events or conditions are forward-looking statements. Although we believe that these statements are based upon reasonable expectations, we can give no assurance that projections will be achieved. Please refer to the discussion of forward-looking statements included in Part I of this Report.

Overview

About RxAir

RxAir promotes a healthy lifestyle through the use of its innovative, patented ViraTech air purification technology, thereby improving the quality of life of each and every customer. Independently tested by EPA- and FDA-certified laboratories, the RxAir has been proven to destroy greater than 99% of bacteria and viruses and reduce concentrations of odors and VOCs. The RxAir uses high-intensity germicidal UV lamps that destroy bacteria and viruses instead of just trapping them, setting it apart from ordinary air filtration units. RxAir® and ViraTech® are registered trademarks of Vystar Corp. For more information, visit http://www.RxAir.com.

The Company’s RxAir product line use 48 inches of high-intensity germicidal UV lamps that destroy bacteria, viruses and other germs instead of just trapping them, setting it apart from ordinary air filtration units. RxAir is one of the few UV air purifiers that have been proven in independent EPA- and FDA- certified testing laboratories to destroy on the first pass 99.6% of harmful airborne viruses and bacteria. In addition to inactivating airborne viruses that cause influenza (flu) and colds, RxAir’s device disarms the airborne pathogens that cause MRSA (staph), strep (whooping cough), tuberculosis (TB), measles, pneumonia and a myriad of other antibiotic-resistant and viral infections.

The RxAir product line includes:

	●	RxAir™ Residential Filterless Air Purifier

	●	RX400™ FDA cleared Class II Filterless Air Purifier

	●	RX800™ FDA cleared Class II Filterless Air Purifier

	●	RX3000™ Commercial FDA cleared Class II Air Purifier

Vystar produces the RxAir product line with a world-class manufacturer and an expert U.S. engineer with a full understanding of the RxAir technology. Vystar sells RxAir residential and commercial units via distributors, online and through retail channels. Vystar has assembled a distribution network for sales of RX400 and RX800, our newest unit to the healthcare and medical markets. Vystar also sells the ViraTec replacement cartridge for approximately 25,000 units that have been previously sold. The RX3000 our largest unit, has been reengineered and samples of those units are in stock. We are not producing more of those at this time but plan to restart production during 2024. We have engineered the RX300 a smaller version of our unit and hope to be in production with that unit in 2024. The Company also hopes to have an even smaller unit designed during 2024 for automobiles and refrigerators with USB charging which is currently in the early stages of development and has not been engineered or prototyped.

About Rotmans

Rotmans, formerly the largest furniture and flooring store in New England and one of the largest independent furniture retailers in the U.S., encompassed over 170,000 square feet in Worcester, Mass., was founded and had been under the leadership of the Rotman family for the past 50 years. Rotmans enabled Vystar to capitalize on the infrastructure already in place for accounting, retail sales facilities and staff, customer service, warehousing, and delivery. Steven Rotman and a group of dedicated employees provided continuity of management and customer-focused values for the Company until closure in late December 2022.

About Vytex

Vytex is a multi-patented latex raw material in which the allergy causing proteins are reduced to a level that falls at or below detection based on ASTM approved test methods. Vytex has been available as a raw material commercially for fourteen years and through that time has a group of manufacturers who use it in end products such as electrical gloves, condoms, adhesives, etc. Ironically, most use Vytex as it’s better for their manufacturing process as an easier to use raw material and not for protein properties. As of mid-2020 Vystar and the Indian Rubber Manufacturers Research Association’s (“IRMRA”) had been actively collaborating to develop viscoelastic deproteinized natural rubber (DPNR) variants having properties for expanding applications in specific new arenas such as green tires, biodegradable and other unique bioelastoplast product lines that desire a new approach. Additionally, this research, while slowed by the COVID-19 pandemic, showed attributes with extra low ammonia offerings that are desired.

Towards the end of 2020, Vystar entered into a Market Development and Distribution Agreement with Corrie MacColl, Ltd. (“CMC Global”) to produce, develop and manage the Vytex product and supply lines. This agreement allows Vystar to expand the market for its Natural Rubber Latex products and has garnered much attention across a broad range of industries including liquid Vytex as well as the newly developed dry rubber Vytex. As of the date of this report, CMC Global has provided numerous opportunities that are in a trial basis or moving towards manufacturing trials in industries that use a significant amount of natural rubber latex, hence Vytex that now includes production size trial runs in a large dipped product consumer line starting late 2022. As of January 2023, Vytex is now in full R&D phase for a large corporation focused on replacing a petrochemical based binder with a water-based coating using Vytex. As the move to use sustainable materials grows so does interest in Vytex through Corrie MacColl. Additionally, Vystar now has a testing supply of Vytex dry rubber for larger trials. The success of early trials and the shipping crisis has led to broader spectrum of manufacturers combining the potential of Cameroon production with strategically placed contract manufacturers based on geographical needs including the North American market. Also, Vystar research has shown great strides in specializing liquid Vytex (ultra-low protein latex, ULPL) to meet the immediate needs of customers such as low or no nitrosamine and others (discussed in the presentation below available in the pdf) and additional patents have been proposed to cover these findings. Research into dry rubber continues at a moderate pace as tire companies seek out alternatives to synthetics.

In Halcyon Agri (owner of CMC Global), 2020 Corporate Report: “Our group-wide innovation capabilities have enabled us to engage in innovative commercial partnerships. Corrie MacColl is collaborating with Vystar to transform our Cameroon plantation output into ultra-pure latex with stronger molecular bond that offers enhanced strength, durability, and flexibility in the end products. This is achieved by removing non-rubber components and 99.85% of the proteins.” CMC Global continues to work with the facility at Cameroon to produce Vytex at their owned processing plant.

Vytex researcher Dr. Ranjit Matthan and CMC Global Director John Heath presented at The International Latex Conference which was held virtually July 20 to 22, 2021 and offered a plenary session entitled “Innovations and Sustainability in Natural Rubber Latex - The New Paradigm.” The presentation discussed the dramatic effect the COVID-19 pandemic has had on the natural rubber supply chain, and how the industry is reacting the new economic circumstances; including strategy and policy shifts in supply chain management and restoring greater geographic diversification of latex processing and product manufacturing. The R&D association with IRMRA promises quicker laboratory and field-based testing and evaluations downstream. At Vystar, the recalibrated sustainability programme (FSC, nitrosamines & ammonia free, ultralow proteins, no SVHC and green carbon neutrality) emphasize certifications with Corrie MacColl market reach facilitating faster rollouts. Nontraditional/non Hevea brasiliensis based production efforts are likely to continue to face new penetration and high cost-benefit acceptance challenges in this decade. A PDF of the full presentation is available on vytex.com.

Additionally, in August 2021, Dr. Matthan presented new data to the Automotive Tyre Manufacturers’ Association including Vytex dry rubber.

Management Objectives

The COVID-19 pandemic has raised awareness of airborne disease transmission and consumers’ desire to reduce their risk of infection through the use of air purifiers. The Company has pivoted its resources to meeting the demand for air purifiers by adding additional distributors to the RxAir sales network and contracting the development of the next generation RxAir Ultraviolet-C light air purifiers.

Vystar and the Indian Rubber Manufacturers Research Association’s (“IRMRA”) are actively collaborating to develop viscoelastic deproteinized natural rubber (“DPNR”) variants having properties for expanding applications in specific new arenas such as green tires, biodegradable and other unique bioelastoplast product lines that desire a new approach.

Vystar entered into a Market Development and Distribution Agreement with Corrie MacColl to produce, develop and manage the Vytex product and supply lines. This agreement allows Vystar to expand the market for its Natural Rubber Latex products.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. As such, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. Our management reviews its estimates on an on-going basis. We base our estimates and assumptions on historical experience, knowledge of current conditions and our understanding of what we believe to be reasonable that might occur in the future considering available information. Actual results may differ from these estimates, and material effects on our operating results and financial position may result.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Fair Value Inputs Related to Share-based and Other Equity Compensation

Generally accepted accounting principles require all share-based payments, including grants of employee stock options, stock grants and warrants, to be recognized in the financial statements based on their fair values. We compute the value of option awards granted by utilizing the Black-Scholes valuation model based upon their expected lives, expected volatility, expected dividend yield, and the risk-free interest rate. The value of the awards is then straight-line expensed over the service period of the awards. Issuance in shares of common stock is valued using the closing market price on the measurement date.

Inventories

Inventories include those costs directly attributable to the product before sale. Inventories consist primarily of RxAir purifiers, foam toppers and pillows and are carried at net realizable value, which is defined as selling price less cost of completion, disposal and transportation. The Company evaluates the need to record write-downs for inventories on a regular basis. Approximate consideration is given to obsolescence, slow-moving and other factors in evaluating net realizable values. Inventories not expected to be sold within 12 months are classified as long-term.

Revenue

We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company. The Company considers fulfillment when it passes all liability at the point of shipping through third party carriers. Consideration is typically paid prior to shipment via credit card or check when our products are sold direct to consumers, which is typically within a 1 to 2 days or approximately 30 days from the time control is transferred when sold to wholesalers, distributors and retailers. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue. We assess our estimates of expected returns at each financial reporting date.

Valuation and Impairment of Intangible and Long-Lived Assets

We perform an impairment assessment of intangible assets including goodwill annually or more frequently as warranted by events or changes in circumstances. We review long-lived assets such as property and equipment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the assets, an impairment loss is recognized for the excess of the carrying value over the fair value of the long-lived assets. The Company recorded a loss on impairment in 2022 of $297,723 related to our assessment of the UV Flu intangible assets.

Accounting for Derivative Financial Instruments

The Company evaluates stock options, stock warrants, notes payable or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

Leases

The Company has adopted and implemented ASC 842, Leases, where Rotmans recognized right-of use assets and lease liabilities. For leases in which the acquiree is a lessee, the Company measured the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease at the acquisition date. The Company measured the right-of-use asset at the same amount as the lease liability as adjusted to reflect favorable and unfavorable terms of the lease when compared with market terms.

RESULTS OF OPERATIONS

Year ended December 31, 2023 compared to year ended December 31, 2022

	Year Ended December 31,
	2023			2022			$ Change			% Change

	CONSOLIDATED

Revenue	$	525,883		$	116,533		$	409,350			351.3	%

Cost of revenue		141,300			505,225			(363,925	)		-72.0	%

Gross profit (loss)		384,583			(388,692	)		773,275			-198.9	%

Operating expenses:
Salaries, wages and benefits		153,350			256,704			(103,354	)		-40.3	%
Share-based compensation		886,980			837,468			49,512			5.9	%
Professional fees		452,134			201,056			251,078			124.9	%
Advertising		15,730			34,855			(19,125	)		-54.9	%
Consulting		221,100			257,511			(36,411	)		-14.1	%
Rent		-			8,393			(8,393	)		-100.0	%
Service charges		12,144			9,480			2,664			28.1	%
Depreciation and amortization		74,883			140,472			(65,589	)		-46.7	%
Loss on impairment		-			444,815			(444,815	)		-100.0	%
Other operating		108,231			367,954			(259,723	)		-70.6	%

Total operating expenses		1,924,552			2,558,708			(634,156	)		-24.8	%

Loss from operations		(1,539,969	)		(2,947,400	)		1,407,431			-47.8	%

Other income (expense):
Interest expense		(53,418	)		(214,104	)		160,686			-75.1	%
Change in fair value of derivative liabilities		-			1,778,100			(1,778,100	)		-100.0	%
Gain (loss) on settlement of debt, net		596,670			(2,060,123	)		2,656,793			-129.0	%

Total other income (expense), net		543,252			(496,127	)		1,039,379			-209.5	%

Net loss from continuing operations		(996,717	)		(3,443,527	)		2,446,810			-71.1	%

Discontinued operations:
Loss from operations		(7,322,678	)		(887,628	)		(6,435,050	)		725.0	%

Net loss		(8,319,395	)		(4,331,155	)		(3,988,240	)		92.1	%

Net loss attributable to noncontrolling interest		3,075,525			372,803			2,702,722			725.0	%

Net loss attributable to Vystar	$	(5,243,870	)	$	(3,958,352	)	$	(1,285,518	)		32.5	%

Revenues

Consolidated revenues for the year ended December 31, 2023 and 2022 were $525,883 and $116,533, respectively, for an increase of $409,350 or 351.3%. The increase in revenues from operations was principally due to decreased allowances and shipping to distributors.

Consolidated gross profit (loss) for the year ended December 31, 2023 and 2022 was $384,583 and ($388,692), respectively, for an increase of $773,275 or 198.9%. Consolidated cost of revenue for year ended December 31, 2023 and 2022 was $141,300 and $505,225, respectively, a decrease of $363,925 or 72.0%. The increase in gross profit and decrease in cost of revenue was primarily due to decreased inventory and sales allowances. Our allowances are conservatively stated for our inventory valuation.

Operating Expenses

The Company’s operating expenses consist primarily of compensation and support costs for management, sales and administrative staff, and for other general and administrative costs, including professional fees related to accounting, finance, and legal services as well as other operating expenses such as advertising and consulting. The Company’s consolidated operating expenses was $1,924,552 and $2,558,708 for the year ended December 31, 2023 and 2022, respectively, for a decrease of $634,156 or 24.8%. The decrease in operating expenses was largely due to an impairment loss of $444,815 in 2022.

Other Income (Expense)

Other income (expense), net for the year ended December 31, 2023 and 2022 was $543,252 and ($496,127), respectively, for a decrease of $1,039,379 or 209.5%. Decreases in other expense in 2023 included a net gain on settlement of debt, net of $596,670 as compared to a loss on settlement of $2,060,123 in 2022, and a reduction of interest expense of $160,686 and change in fair value of derivative liabilities of $1,778,100.

Discontinued Operations

Loss from discontinued operations for the year ended December 31, 2023 and 2022 was $7,322,678 and $887,628, respectively, for an increase of $6,435,050 or 725%. The increase was attributable to the final winding down of operations in 2023.

Net Loss

Net loss for the year ended December 31, 2023 and 2022 was $8,319,395 and $4,331,155, respectively, for an increase in net loss of $3,988,240 or 92.1%. Net loss in 2023 and 2022 includes net loss attributable to noncontrolling interest of $3,705,525 and $372,803, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, we have incurred significant losses and experienced negative cash flow since inception. At December 31, 2023, the Company had cash of $35,442 and a deficit in working capital of $5,422,880. For the year ended December 31, 2023, the Company had a net loss of $8,319,395 and an accumulated deficit of $60,612,738. For the year ended December 31, 2022, the Company had a net loss of $4,331,155 and the accumulated deficit amounted to $55,368,868. We use working capital to finance our ongoing operations, and since those operations do not currently cover all of our operating costs, managing working capital is essential to our Company’s future success. Because of this history of losses and financial condition, there is substantial doubt about the Company’s ability to continue as a going concern.

Net cash used in operating activities was $442,662 for the year ended December 31, 2023 as compared to $515,523 for the year ended December 31, 2022. During the year ended December 31, 2023, cash used in operations was primarily due to the net loss for the year of $8,319,395 net of non-cash related add-back of share-based compensation, depreciation, amortization, impairment loss and gain on settlement of debt, net.

The Company had cash flows provided by investing activities from discontinued operations of $592,483 during the year ended December 31, 2023 for sales of property and equipment. There were no investing activities during the year ended December 31, 2022.

Net cash used in financing activities was $235,066 during the year ended December 31, 2023, as compared to cash provided of $499,947 during the year ended December 31, 2022. During 2023, cash was provided from the proceeds of related party advances of $152,434 and used in discontinued operations of $387,500. During 2022, cash was provided from the proceeds of related party advances of $266,541 and issuance of preferred stock of $85,000.

A successful transition to profitable operations is dependent upon obtaining sufficient financing to fund the Company’s planned expenses and achieving a level of revenue adequate to support the Company’s cost structure. Management plans to finance future operations using cash on hand, as well as increased revenue from RxAir air purifier sales and Vytex license fees, that now also include the Company’s association with foam cores made from Vytex used in mattresses, mattress toppers and pillows.

There can be no assurances that we will be able to achieve projected levels of revenue in 2024 and beyond. If we are not able to achieve projected revenue and obtain alternate additional financing of equity or debt, we would need to significantly curtail or reorient operations during 2024, which could have a material adverse effect on our ability to achieve our business objectives and as a result, may require the Company to file for bankruptcy or cease operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

Our future expenditures will depend on numerous factors, including: the rate at which we can introduce RxAir products and license Vytex NRL raw material and the foam cores made from Vytex to manufacturers and subsequently retailers; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights, along with market acceptance of our products, and services and competing technological developments. As we expand our activities and operations, our cash requirements are expected to increase at a rate consistent with revenue growth after we achieve sustained revenue generation.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements.

Certain Relationships and Related Transactions

Blue Oar Consulting, Inc. (“Blue Oar”) provides business consulting services to the Company. This entity is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar provides business consulting services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity. Per the consulting agreement, Blue Oar is to be paid $15,000 per month in cash for expenses, and $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market. During the year ended December 31, 2023, the Company expensed approximately $580,000 related to the consulting agreement. As of December 31, 2023, the Company had a stock subscription payable balance of $1,030,112, or approximately 72,612,000 shares to be issued in the future and $225,000 of consulting expenses in accounts payable.

Dr. Bryan Stone receives a $25 per unit commission for RxAir units sold to a specific customer. During the year ended December 31, 2023, commissions of $1,950 were paid to Dr. Stone.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item pursuant to 301(c) of Regulation S-K.

ITEM 8.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 324)	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Stockholders’ Deficit	F-4
Consolidated Statements of Cash Flows	F-5

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Vystar Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Vystar Corporation. (the “Company”) as of December 31, 2023 and 2022, and the related financial statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred significant losses and experienced negative cash flow since inception. At December 31, 2023, the Company had cash of $35,442 and a deficit in working capital of approximately $5.4 million. Further, at December 31, 2023 the accumulated deficit amounted to approximately $61 million. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Macias Gini and O’Connell LLP

Walnut Creek, California

We have served as the Company’s auditor since 2020

September 6, 2024

F-1

VYSTAR CORPORATION

CONSOLIDATED BALANCE SHEETS

	2023			2022
	December 31,
	2023			2022
ASSETS
Current assets:
Cash	$	35,442		$	12,274
Accounts receivable, net		4,251			12,145
Inventories		43,821			91,724
Prepaid expenses and other		348,275			633,769
Assets of discontinued operations		60,213			3,026,971

Total current assets		492,002			3,776,883

Property and equipment, net		97,719			140,886

Other assets:
Intangible assets, net		122,655			154,371
Inventories, long-term		-			63,009
Assets of discontinued operations		-			7,503,970

Total other assets		122,655			7,721,350

Total assets	$	712,376		$	11,639,119

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	1,071,604		$	1,361,483
Accrued expenses		450,438			684,147
Stock subscription payable		2,388,926			1,655,208
Shareholder, convertible and contingently convertible notes payable
and accrued interest - current maturities		356,472			336,263
Shareholder, convertible and contingently convertible notes payable and accrued interest - current maturities		356,472			336,263
Related party debt - current maturities		176,872			169,552
Unearned revenue		44,379			44,479
Related party advances		75,281			266,541
Liabilities of discontinued operations		1,350,910			2,328,589

Total current liabilities		5,914,882			6,846,262

Long-term liabilities:
Related party advances		343,694			-
Liabilities of discontinued operations		3,494,005			5,513,667

Total long-term liabilities		3,837,699			5,513,667

Total liabilities		9,752,581			12,359,929

Stockholders’ deficit:
Convertible preferred stock series class A, $0.0001 par value 15,000,000 shares authorized; 8,698 shares issued and outstanding at December 31, 2023 and 2022 (liquidation preference of $179,000 and $170,000 at December 31, 2023 and 2022, respectively)		1			1
Convertible preferred stock series B, $0.0001 par value 2,500,000 shares authorized; 370,969 issued and outstanding at December 31, 2023 and 2022, respectively (liquidation preference of $2,970,000 and $2,710,000 at December 31, 2023 and 2022, respectively)		37			37
Convertible preferred stock series C, $0.0001 par value 2,500,000 shares authorized; 1,917,973 shares issued and outstanding at December 31, 2023 and 2022, respectively (liquidation preference of $5,733,000 and $5,233,000 at December 31, 2023 and 2022, respectively)		192			192
Convertible preferred stock		192			192
Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 12,942,892 shares issued at December 31, 2023 and December 31, 2022 and 12,942,592 shares outstanding at December 31, 2023 and 2022		1,294			1,294
Additional paid-in capital		53,361,925			53,361,925
Accumulated deficit		(60,612,738	)		(55,368,868	)
Common stock in treasury, at cost; 300 shares		(30	)		(30	)

Total Vystar stockholders’ deficit		(7,249,319	)		(2,005,449	)

Noncontrolling interest		(1,790,886	)		1,284,639

Total stockholders’ deficit		(9,040,205	)		(720,810	)

Total liabilities and stockholders’ deficit	$	712,376		$	11,639,119

The accompanying notes are an integral part of these consolidated financial statements.

F-2

VYSTAR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	2023			2022
	Year Ended December 31,
	2023			2022

Revenue	$	525,883		$	116,533

Cost of revenue		141,300			505,225

Gross profit (loss)		384,583			(388,692	)

Operating expenses:
Salaries, wages and benefits		153,350			256,704
Share-based compensation		886,980			837,468
Professional fees		452,134			201,056
Advertising		15,730			34,855
Consulting		221,100			257,511
Rent		-			8,393
Service charges		12,144			9,480
Depreciation and amortization		74,883			140,472
Loss on impairment		-			444,815
Other operating		108,231			367,954

Total operating expenses		1,924,552			2,558,708

Loss from operations		(1,539,969	)		(2,947,400	)

Other income (expense):
Interest expense		(53,418	)		(214,104	)
Change in fair value of derivative liabilities		-			1,778,100
Gain (loss) on settlement of debt, net		596,670			(2,060,123	)

Total other income (expense), net		543,252			(496,127	)

Net loss from continuing operations		(996,717	)		(3,443,527	)

Discontinued operations:
Loss from operations		(7,322,678	)		(887,628	)

Net loss		(8,319,395	)		(4,331,155	)

Net loss attributable to noncontrolling interest		3,075,525			372,803

Net loss attributable to Vystar	$	(5,243,870	)	$	(3,958,352	)

Basic and diluted loss per share:
Net loss from continuing operations	$	(0.08	)	$	(0.27	)
Net loss from discontinued operations	$	(0.57	)	$	(0.07	)
Net loss attributable to noncontrolling interest	$	(0.24	)	$	(0.03	)
Net loss attributable to common shareholders	$	(0.41	)	$	(0.31	)

Basic and diluted weighted average number of common shares outstanding		12,942,592			12,942,605

The accompanying notes are an integral part of these consolidated financial statements.

F-3

VYSTAR CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	Shares A		Stock A		Shares B		Stock B		Shares C		Stock C		Shares			Stock		Capital		Deficit			Shares			Stock			Deficit			Interest			Deficit
	Attributable to Vystar
	Number of				Number of				Number of				Number of					Additional					Number of						Total Vystar						Total
	Preferred		Preferred		Preferred		Preferred		Preferred		Preferred		Common			Common		Paid-in		Accumulated			Treasury			Treasury			Stockholders’			Noncontrolling			Stockholders’
	Shares A		Stock A		Shares B		Stock B		Shares C		Stock C		Shares			Stock		Capital		Deficit			Shares			Stock			Deficit			Interest			Deficit

Ending balance December 31, 2021		8,698	$	1		-	$	-		-	$	-		12,942,792		$	1,294	$	43,851,510	$	(51,410,516	)		(300	)	$	(30	)	$	(7,557,741	)	$	1,657,442		$	(5,900,299	)

Share-based compensation - options																			11,072											11,072						11,072

Retirement of common stock														(200	)															-						-

Preferred stock issued for services						73,428		7		291,188		29							1,595,211											1,595,247						1,595,247

Preferred stock issued for cash										32,566		3							84,997											85,000						85,000

Preferred stock issued for settlement of accounts payable						127,857		13											511,415											511,428						511,428

Preferred stock issued for settlement of shareholder notes payable						152,755		15											893,602											893,617						893,617

Preferred stock issued for settlement of related party notes payable										1,594,219		160							6,346,404											6,346,564						6,346,564

Preferred stock issued for settlement of stock payable						16,929		2											67,714											67,716						67,716

Net loss		-		-		-		-		-		-		-			-		-		(3,958,352	)		-			-			(3,958,352	)		(372,803	)		(4,331,155	)

Ending balance December 31, 2022		8,698	$	1		370,969	$	37		1,917,973	$	192		12,942,592		$	1,294	$	53,361,925	$	(55,368,868	)		(300	)	$	(30	)	$	(2,005,449	)	$	1,284,639		$	(720,810	)
Balance		8,698	$	1		370,969	$	37		1,917,973	$	192		12,942,592		$	1,294	$	53,361,925	$	(55,368,868	)		(300	)	$	(30	)	$	(2,005,449	)	$	1,284,639		$	(720,810	)

Net loss		-		-		-		-		-		-		-			-		-		(5,243,870	)		-			-			(5,243,870	)		(3,075,525	)		(8,319,395	)

Ending balance December 31, 2023		8,698	$	1		370,969	$	37		1,917,973	$	192		12,942,592		$	1,294	$	53,361,925	$	(60,612,738	)		(300	)	$	(30	)	$	(7,249,319	)	$	(1,790,886	)	$	(9,040,205	)
Balance		8,698	$	1		370,969	$	37		1,917,973	$	192		12,942,592		$	1,294	$	53,361,925	$	(60,612,738	)		(300	)	$	(30	)	$	(7,249,319	)	$	(1,790,886	)	$	(9,040,205	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

VYSTAR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2023			2022
	Year Ended December 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(8,319,395	)	$	(4,331,155	)
Adjustments to reconcile net loss to net cash used in continuing operations:
Share-based compensation		886,980			837,468
Depreciation		62,169			178,714
Bad debts		19,488			26,080
Amortization of intangible assets		31,716			345,249
Noncash lease expense		285,901			267,009
Amortization of debt discount		-			27,083
Impairment loss		5,346,657			1,835,424
Change in fair value of derivative liabilities		-			(1,778,100	)
(Gain) loss on settlement of debt, net		(947,794	)		2,008,267
(Gain) loss on sale of property and equipment		(226,776	)		22,080
(Increase) decrease in assets:
Accounts receivable		(7,096	)		420
Inventories		110,912			363,760
Prepaid expenses and other		(47,018	)		76,545
Assets of discontinued operations		2,859,121			2,341,200
Increase (decrease) in liabilities:
Accounts payable		103,570			301,356
Accrued expenses and interest payable		(36,652	)		289,374
Unearned revenue		(100	)		(34,889	)
Liabilities of discontinued operations		(564,345	)		(3,291,408	)

Net cash used in operating activities		(442,662	)		(515,523	)

Cash flows from investing activities:
Cash flows from discontinued operations		592,483			-

Cash flows from financing activities:
Proceeds from related party advances		152,434			266,541
Proceeds from issuance of preferred stock		-			85,000
Cash flows from discontinued operations, net		(387,500	)		148,406

Net cash provided by (used in) financing activities		(235,066	)		499,947

Net decrease in cash		(85,245	)		(15,576	)

Cash - beginning of year		135,599			151,175

Cash - end of year		50,354			135,599
Less: cash of discontinued operations		14,912			123,325

Cash of continuing operations - end of year	$	35,442		$	12,274

Cash paid during the year for:
Interest	$	25,890		$	10,874

Non-cash transactions:
Rotmans lease liabilities reduction from lease modification	$	849,534		$	-
Prepaid expenses with preferred stock		-			866,630
Preferred stock issued for settlement of related party payable		-			270,000
Preferred stock issued for settlement of debt and accrued interest		-			893,617
Preferred stock issued for settlement of related party debt and accrued interest		-			6,346,564
Preferred stock issued for stock subscription payable		-			67,716
Preferred stock issued for settlement of vendor payables		-			866,401
Rotmans vendor payables paid directly by related party		-			100,000
Rotmans lease liabilities arising from obtaining right-of-use assets		-			325,471

The accompanying notes are an integral part of these consolidated financial statements.

F-5

VYSTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

NOTE 1 - DESCRIPTION OF BUSINESS

Nature of Business

Vystar Corporation (“Vystar”, the “Company”, “we,” “us,” or “our”) is based in Worcester, Massachusetts and produces a line of innovative air purifiers, which destroy viruses and bacteria through the use of ultraviolet light. Vystar is also the creator and exclusive owner of the innovative technology to produce Vytex^® Natural Rubber Latex (“NRL”). Vystar manufactures and sells NRL used primarily in various bedding products. In addition, Vystar has a majority ownership in Murida Furniture Co., Inc. dba Rotmans Furniture (“Rotmans”), formerly one of the largest independent furniture retailers in the U.S.

All activities of Rotmans have been included in discontinued operations. Additional disclosure can be found in Note 16. Other references to Rotmans in the accompanying notes, excluding Note 16, are for informational purposes only.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.

The Company has evaluated subsequent events through the date of the filing of its Form 10-K with the Securities and Exchange Commission. Other than those events disclosed in Note 18, the Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Discontinued Operations

In accordance with ASC No. 205-20, Discontinued Operations, for all periods presented, the results of operations and related balance sheet items associated with Rotmans are reported in discontinued operations in the accompanying consolidated financial statements. See Note 16 for further details.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one reportable segment with different operating segments.

F-6

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates made by management include, among others, allowance for obsolete inventory, the recoverability of long-lived assets, valuation and impairment of intangible assets, fair values of right of use assets and lease liabilities, valuation of derivative liabilities, share-based compensation and other equity issuances. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from these estimates.

Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash, accounts receivable, investments - equity securities, accounts payable, accrued expenses and interest payable, shareholder notes payable, long-term debt and unearned revenue. The carrying values of all the Company’s financial instruments approximate or equal fair value because of their short maturities and market interest rates or, in the case of equity securities, being stated at fair value.

In specific circumstances, certain assets and liabilities are reported or disclosed at fair value. Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company’s principal market for such transactions. If there is not an established principal market, fair value is derived from the most advantageous market.

Valuation inputs are classified in the following hierarchy:

	●	Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

	●	Level 2 inputs are directly or indirectly observable valuation inputs for the asset or liability, excluding Level 1 inputs.

	●	Level 3 inputs are unobservable inputs for the asset or liability.

Highest priority is given to Level 1 inputs and the lowest priority to Level 3 inputs. Acceptable valuation techniques include the market approach, income approach, and cost approach. In some cases, more than one valuation technique is used. The derivative liabilities were recognized at fair value on a recurring basis through the date of the settlement and December 31, 2023 and are level 3 measurements. There have been no transfers between levels during the year ended December 31, 2023.

Acquisitions

Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on valuations that use information and assumptions provided by management. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including, legal, accounting, and other costs, are capitalized in asset acquisitions and for business combinations are expensed in the periods in which the costs are incurred. The results of operations of acquired assets are included in the financial statements from the acquisition date.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include all liquid investments with a maturity date of less than three months when purchased. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions which typically settle within five days. Restricted cash represents cash balances restricted as to withdrawal or use and are included in prepaid expenses and other on the consolidated balance sheets.

F-7

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company grants credit to Vystar customers without requiring collateral. The amount of accounting loss for which Vystar is at risk in these unsecured accounts receivable is limited to their carrying value. Management provides for uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based upon its assessment of the current status of individual accounts. Balances that are still outstanding after management has performed reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. As of December 31, 2023, Vystar has recorded an allowance for doubtful accounts of $5,450. An allowance for doubtful accounts was not needed at December 31, 2022.

On May 29, 2020, Rotmans entered into a sale promotion consulting agreement with a national furniture sales event company. Under the agreement, Rotmans appointed the third-party as its exclusive agent to assist with a high-impact sale. The agreement was amended numerous times and ended in December 2022. The agent had a senior first priority security interest and lien on Rotmans inventories and other assets until all obligations and liabilities were satisfied. At the conclusion of the agreement, the remaining inventories were transferred to the agent. As of December 31, 2022, a receivable is due from the agent for the inventories in the amount of $1,309,587 and is included in assets of discontinued operations in the accompanying consolidated balance sheet. All amounts relating to the agreement were received during the year ended December 31, 2023.

Other Receivables

Rotmans terminated its agreement with a supplier in 2021 for consideration of $100,000. As of December 31, 2023 and 2022, funds due from this termination totaled $33,334 and $66,667, respectively.

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, Rotmans recognized and filed for refunds of employee retention credits totaling approximately $771,000 during the year ended December 31, 2021. Outstanding refunds of approximately $618,000 were received in 2023.

Inventories

Inventories include those costs directly attributable to the product before sale. Inventories consist primarily of finished goods of mattresses, RxAir purifier units, foam toppers and pillows and are carried at net realizable value, which is defined as selling price less cost of completion, disposal and transportation. Vystar evaluates the need to record write-downs for inventory on a regular basis. Appropriate consideration is given to obsolescence, slow-moving and other factors in evaluating net realizable values. Inventories not expected to be sold within 12 months are classified as long-term.

Inventories consist of the following:

	2023			2022

Finished goods	$	559,821		$	1,444,330

Obsolescence reserve		(516,000	)		(1,289,597	)

Total inventories	$	43,821		$	154,733

During the fourth quarter of fiscal 2023, the Company adjusted its RxAir inventory and related obsolescence reserve for a settlement in which the vendor retained ownership of the inventory in lieu of payment.

Prepaid Expenses and Other

Prepaid expenses and other include restricted cash, amounts related to prepaid insurance policies, which are expensed on a straight-line basis over the life of the underlying policy, and other expenses.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets, generally 5 to 10 years, using straight-line and accelerated methods.

Expenditures for major renewals and betterments are capitalized, while routine repairs and maintenance are expensed as incurred. When property items are retired or otherwise disposed of, the asset and related reserve accounts are relieved of the cost and accumulated depreciation, respectively, and the resultant gain or loss is reflected in earnings. As of December 31, 2023 and 2022, the net balance of property and equipment for Vystar is $97,719 and $140,886, respectively, with accumulated depreciation of $244,684 and $201,517, respectively.

F-8

As of December 31, 2023, the remaining property and equipment is considered worthless for Rotmans and an impairment loss of $105,711 is included in discontinued operations operating expenses. As of December 31, 2022, the net balance of property and equipment for Rotmans is $490,420, with accumulated depreciation of $114,041.

Intangible Assets

Patents represent legal and other fees associated with the registration of patents. Vystar has five issued patents with the United States Patent and Trade Office (“USPTO”), as well as five issued international Patent Cooperation Treaty (“PCT”) patents. Patents are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from 9 to 20 years.

Vystar has trademark protection for “Vystar”, “Vytex”, and “RxAir” among others. Trademarks are carried at cost and since their estimated life is indeterminable, no amortization is recognized. Instead, they are evaluated annually for impairment.

Customer relationships, tradename and marketing related intangibles are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from 5 to 10 years.

Our intangible assets are reviewed for impairment annually or more frequently as warranted by events of changes in circumstances. During the year ended December 31, 2022, Vystar recognized an impairment charge of $297,723 related to customer relationships, proprietary technology, tradename and brand, and noncompete involving UV Flu.

During the year ended December 31, 2022, Rotmans recognized an impairment charge of $1,390,609 related to the closing of the showroom and abandonment of customer relationships, tradename and brand, and marketing related intangibles.

Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. We evaluate assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the assets. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material.

Goodwill

Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized, rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. We perform our annual impairment test at the end of each calendar year, or more frequently if events or changes in circumstances indicate the asset might be impaired.

Accounting for acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While we use best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement.

The impairment model permits, and we utilize, a simplified approach for determining goodwill impairment. In the first step, we evaluate the recoverability of goodwill by estimating the fair value of our reporting unit using multiple techniques, including an income approach using a discounted cash flow model and a market approach. Based on an equal weighting of the results of these two approaches, a conclusion of fair value is estimated. The fair value is then compared to the carrying value of our reporting unit. If the fair value of a reporting unit is less than its carrying value, the Company recognizes this amount as an impairment loss. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of goodwill over its implied fair value. Vystar recognized an impairment loss of $147,092 during the year ended December 31, 2022 related to a prior acquisition. Rotmans recognized an impairment loss of $313,209 during the year ended December 31, 2022.

F-9

Convertible Notes Payable

Borrowings are recognized initially at the principal amount received. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized as interest expense in the statements of operations over the period of the borrowings using the effective interest method.

Derivatives

Vystar evaluates its debt instruments or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Accounting Standards Codification (“ASC”) Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

Vystar applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. From time to time, Vystar has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives for accounting purposes. Accordingly, as of December 31, 2023, the Company has classified all conversion features as derivative liabilities and has estimated the fair value of these embedded conversion features using a Monte Carlo simulation model.

Unearned Revenue

Unearned revenue consists of customer advance payments, deposits on sales of undelivered merchandise and deferred warranty revenue on self-insured stain protection warranty coverage.

Changes to unearned revenue during the years ended December 31, 2023 and 2022 are summarized as follows:

SCHEDULE OF UNEARNED REVENUE

	2023			2022

Balance, beginning of the year	$	44,479		$	79,368

Customer deposits received		-			1,042

Revenue earned		(100	)		(35,931	)

Balance, end of the year	$	44,379		$	44,479

F-10

Loss Per Share

The Company presents basic and diluted loss per share and is reported separately for continuing operations and discontinued operations. Because the Company reported a net loss for 2023 and 2022, common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same. Excluded from the computation of diluted loss per share were options to purchase 42,000 and 265,267 shares of common stock for 2023 and 2022, respectively, as their effect would be anti-dilutive. Warrants to purchase 21,520 and 37,266 shares of common stock for 2023 and 2022, respectively, were also excluded from the computation of diluted loss per share as their effect would be anti-dilutive. In addition, preferred stock convertible to 26,243,246 and 23,952,603 shares of common stock for 2023 and 2022, respectively, were excluded from the computation of diluted loss per share as their effect would be anti-dilutive. Both shareholder and Rotman Family contingently convertible notes payable convertible to 11,644,238 and 4,081,316 shares of common stock for 2023 and 2022, respectively, were also excluded from the computation of diluted loss per share as their effect would be anti-dilutive.

Revenue

Our principal activities from which we generate our revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions at the retail store and on the websites for e-commerce customers, or the execution of terms and conditions contracts with retailers and wholesalers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale.

Consideration is typically paid prior to shipment via credit card or check when our products are sold direct to consumers, which is typically within 1 to 2 days or approximately 30 days from the time control is transferred when sold to wholesalers, distributors and retailers. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience and, in some circumstances, published credit and financial information pertaining to the customer.

A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for us is transfer of finished goods to our customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. We have concluded the sale of finished goods and related shipping and handling are accounted for as the single performance obligation.

The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods to the customer. We issue refunds to retail, e-commerce and print media customers, upon request, within 30 days of delivery. We estimate the amount of potential refunds at each reporting period using a portfolio approach of historical data, adjusted for changes in expected customer experience, including seasonality and changes in economic factors. For retailers, distributors and wholesalers, we do not offer a right of return or refund and revenue is recognized at the time products are shipped to customers. In all cases, judgment is required in estimating these reserves. Actual claims for returns could be materially different from the estimates. As of December 31, 2023 and 2022, reserves for Vystar estimated sales returns totaled $14,000 and $415,000, respectively, and are included in the accompanying consolidated balance sheets as accrued expenses.

We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company. The Company considers fulfillment when it passes all liability at the point of shipping through third-party carriers. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue in the accompanying consolidated statements of operations.

F-11

Cost of Revenue

Cost of revenue consists primarily of product and freight costs and fees paid to online retailers.

Research and Development

Research and development costs are expensed when incurred. Research and development costs include all costs incurred related to the research, development and testing. For the year ended December 31, 2023, Vystar’s research and development costs were approximately $100,000. These costs were not significant in 2022.

Advertising Costs

Advertising costs, which include digital and other media advertising, are expensed upon first showing. Vystar costs included in general and administrative expenses in the accompanying consolidated statements of operations were approximately $16,000 and $35,000 for the years ended December 31, 2023 and 2022, respectively.

Rotmans costs included in discontinued operations were approximately $67,000 and $1,212,000 for the years ended December 31, 2023 and 2022, respectively.

Share-Based Compensation

The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. Vystar has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the Vystar’s common stock on the date of grant. Vystar accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award.

Income Taxes

Vystar recognizes income taxes on an accrual basis based on a tax position taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets or liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold will be measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more likely than not be realized. Should they occur, interest and penalties related to tax positions are recorded as interest expense. No such interest or penalties have been incurred for the years ended December 31, 2023 and 2022.

Vystar and Rotmans remain subject to income tax examinations from Federal and state taxing jurisdictions for 2020 through 2023.

Concentration of Credit Risk

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash and accounts receivable. Cash held in operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While the Company monitors cash balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to our cash; however, the Company can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets. Credit concentration risk related to accounts receivable is mitigated as customer credit is checked prior to the sales.

F-12

Other Risks and Uncertainties

Vystar is exposed to risks pertinent to the operations of a retailer, including, but not limited to, the ability to acquire new customers and maintain a strong brand as well as broader economic factors such as interest rates and changes in customer spending patterns.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The FASB also specified that an entity should adopt the guidance as of the beginning of its annual fiscal year and is not permitted to adopt the guidance in an interim period. The Company does not believe adoption will have a material impact on its financial statements.

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new ASU requires public entities to disclose more information about their reportable segments. The new guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments. It requires more frequent disclosures than in the past, including in interim financial statements in addition to annual ones. It also requires that prior comparative financial statements be recast to conform with the new information. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

NOTE 3 - LIQUIDITY AND GOING CONCERN

The Company’s financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, Vystar has incurred significant losses and experienced negative cash flow since inception. At December 31, 2023, the Company had cash of $35,442 and a deficit in working capital of approximately $5.4 million. Further, at December 31, 2023 the accumulated deficit amounted to approximately $61 million. We use working capital to finance our ongoing operations, and since those operations do not currently cover all our operating costs, managing working capital is essential to Vystar’s future success. Because of this history of losses and financial condition, there is substantial doubt about Vystar’s ability to continue as a going concern.

A successful transition to attaining profitable operations is dependent upon obtaining sufficient financing to fund the Vystar’s planned expenses and achieving a level of revenue adequate to support the Vystar’s cost structure. Management plans to finance future operations using cash on hand, increased revenue from RxAir air purification units,Vytex license fees and stock issuances to new and existing shareholders.

F-13

There can be no assurances Vystar will be able to achieve projected levels of revenue in 2024 and beyond. If Vystar is not able to achieve projected revenue and obtain alternate additional financing of equity or debt, Vystar would need to significantly curtail or reorient operations during 2024, which could have a material adverse effect on the ability to achieve the business objectives, and as a result, may require Vystar to file for bankruptcy or cease operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should Vystar be forced to take any such actions.

Vystar’s future expenditures will depend on numerous factors, including: the rate at which the Company can introduce RxAir air purification units and license Vytex NRL raw materials to manufacturers, and subsequently retailers; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of Vystar’s products, services and competing technological developments; acquire new customers and maintain a strong brand; and broader economic factors such as interest rates and changes in customer spending patterns. As Vystar expands its activities and operations, cash requirements are expected to increase at a rate consistent with revenue growth after Vystar has achieved sustained revenue generation.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

	Vystar			Rotmans		Vystar			Rotmans
	2023					2022
	Vystar			Rotmans		Vystar			Rotmans

Furniture, fixtures and equipment	$	3,831		$	-	$	3,831		$	55,574
Tooling and testing equipment		338,572			-		338,572			-
Parking lots		-			-		-			365,707
Leasehold improvements		-			-		-			134,014
Motor vehicles		-			-		-			49,166

Property and equipment, gross		342,403			-		342,403			604,461
Accumulated depreciation		(244,684	)		-		(201,517	)		(114,041	)

Property and equipment, net	$	97,719		$	-	$	140,886		$	490,420

Depreciation expense for the years ended December 31, 2023 and 2022 was $62,169 and $178,714, respectively, of which $19,002 and $135,158 is included in net loss from discontinued operations in 2023 and 2022, respectively.

F-14

NOTE 5 - INTANGIBLE ASSETS

Intangible assets consist of the following:

SCHEDULE OF INTANGIBLE ASSETS

	2023			2022			(in Years)
							Amortization
							Period
	2023			2022			(in Years)
Amortized intangible assets:
Patents	$	361,284		$	361,284			6 - 20
Proprietary technology		13,000			13,000			10
Tradename and brand		13,000			13,000			5 - 10

Total		387,284			387,284
Accumulated amortization		(273,701	)		(241,985	)

Intangible assets, net		113,583			145,299
Indefinite-lived intangible assets:
Trademarks		9,072			9,072

Total intangible assets	$	122,655		$	154,371

Amortization expense for the years ended December 31, 2023 and 2022 was $31,716 and $345,249, respectively, of which $248,333 is included in net loss from discontinued operations in 2022.

During the year ended December 31, 2022, Vystar recognized an impairment charge of $297,723 related to its UV Flu intangibles. During the year ended December 31, 2022, Rotmans recognized an impairment charge of $1,390,609 related to its store closing in December 2022. The charge is included in net loss from discontinued operations.

Estimated future amortization expense for finite-lived intangible assets is as follows:

	Amount

2024	$	31,716
2025		24,652
2026		16,032
2027		16,032
2028		13,232
Thereafter		11,919

Total	$	113,583

NOTE 6 - LEASES (DISCONTINUED OPERATIONS)

Rotmans leased equipment, a showroom, offices and warehouse facility. These leases expired at various dates through 2031 and have monthly base rents which range from $800 to $84,000.

With the winding up of operations in 2023, Rotmans terminated its delivery leases and returned the right-of-use assets to the lessor. A settlement liability of $25,000 is owed to a third-party at December 31, 2023. With the decision to forego future subleasing of the Rotmans facility in December 2023, and subsequent departure from the facility in late January 2024, an impairment loss of $5,240,946 was recognized in 2023 for its right-of use asset. Rotmans was not formally relieved of its lease obligations totaling approximately $4,216,000 as of December 31, 2023.

In connection with the store closing in 2022, Rotmans has recorded an impairment loss on the right-of-use assets totaling approximately $666,000 during the year ended December 31, 2022.

F-15

The table below presents the lease costs for years ended December 31, 2023 and 2022:

SCHEDULE OF LEASE COST

	2023		2022
	Year Ended December 31,
	2023		2022

Operating lease cost	$	630,858	$	1,155,451

Finance lease cost:

Amortization of right-of-use assets		-		143,937
Interest on lease liabilities		-		28,408

Total lease cost	$	630,858	$	1,327,796

During the year ended December 31, 2023, the Company leased its facility under various agreements and recognized sublease income of approximately $185,000. The subleases were terminated in December 2023. During the year ended December 31, 2022, the Company subleased equipment and recognized sublease income of approximately $137,000. Sublease income is included in net loss from discontinued operations in 2023 and 2022.

Rotmans leases generally do not provide an implicit rate, and therefore we use our incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. We used incremental borrowing rates as of the implementation date for operating leases that commenced prior to that date.

The following table presents other information related to the Rotmans leases:

	2023			2022
	Year Ended December 31,
	2023			2022

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases	$	942,084		$	1,054,698
Financing cash flows used for financing leases		-			165,502

Assets obtained in exchange for operating lease liabilities		-			320,732

Assets obtained in exchange for finance lease liabilities		-			4,739

Weighted average remaining lease term:
Operating leases		4.8 years			7.8 years
Finance leases		-			3.4 years

Weighted average discount rate:
Operating leases		7.15	%		5.61	%
Finance leases		-			5.16	%

F-16

The future minimum lease payments required under Rotmans operating lease obligations as of December 31, 2023 having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows:

	Operating Leases

2024	$	1,228,000
2025		1,001,000
2026		1,001,000
2027		1,001,000
2028		1,001,000

Total undiscounted lease liabilities		5,232,000
Less: imputed interest		(795,995	)

Net lease liabilities	$	4,436,005

As of December 31, 2023, Rotmans or Vystar does not have additional operating and finance leases that have not yet commenced.

NOTE 7 - NOTES PAYABLE AND LOAN FACILITY

Shareholder, Convertible and Contingently Convertible Notes Payable

The following table summarizes shareholder, convertible and contingently convertible notes payable:

SCHEDULE OF LONG - TERM DEBT

	2023			2022
	December 31,
	2023			2022

Shareholder, convertible and contingently convertible notes	$	309,500		$	309,500
Accrued interest		46,972			26,763

		356,472			336,263

Less: current maturities		(356,472	)		(336,263	)

Total long-term debt	$	-		$	-

Shareholder Convertible Notes Payable

During the year ended December 31, 2018, the Vystar issued shareholder contingently convertible notes payable, some of which were for contract work performed by other entities in lieu of compensation and expense reimbursement, totaling approximately $338,000. The notes are (i) unsecured, (ii) bear interest at an annual rate of five percent (5%) from date of issuance, and (iii) are convertible at Vystar’s option post April 19, 2018. The notes mature one year from issuance but may be extended one (1) additional year by Vystar. If converted, the notes plus accrued interest are convertible into shares of Vystar’s common stock at the prior twenty (20) day average closing price with a 50% discount. The notes matured in January 2020 and continue to accrue interest at an annual rate of eight percent (8%) in arrears until settlement. All of these notes except one were settled in April 2022 at a gain of approximately $98,000. Vystar issued 53,822 shares of its Series B Preferred Stock in July 2022 to complete the settlement. The remaining note of $19,500 is in default at December 31, 2023 and 2022.

During the year ended December 31, 2019, Vystar issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled $613,700. The face amount of the note represents the amount due at maturity along with the accrued interest at an annual rate of five percent (5%). The notes mature one year from issuance but may be extended one (1) additional year by Vystar. The face amount can be converted into shares of Vystar’s stock, at the option of the Company, based on the average closing price for the trailing 20 days prior to conversion and carrying a 35% to 50% discount. These notes can be converted only after an acceleration event which involves a symbol change, uplisting, or reverse stock split and such conversion is in the control of Vystar. All of these notes were in default and settled in April 2022 at a gain of approximately $142,000. Vystar issued 98,933 shares of its Series B Preferred Stock in July 2022 to complete the settlement.

F-17

During the year ended December 31, 2021, Vystar issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled $290,000. The notes are unsecured and bear interest at an annual rate of five percent (5%) from date of issuance. The face amount of the notes represents the amount due at maturity along with the accrued interest. The notes were extended by Vystar for an additional year. In the event that the spin-off of RxAir does not occur within 2024, Vystar will convert these notes into common stock at a conversion price of $1.60. If the spin-off does occur, these notes will convert into RxAir common stock with two conversion prices of $0.15 and $2, which equates to a blended conversion price of $0.18. All of these notes were outstanding as of December 31, 2023 and 2022. At the issuance date of these notes, it was determined they contain a beneficial conversion feature amounting to approximately $90,000. As these notes are contingently convertible, the beneficial conversion feature will not be recorded on the consolidated financial statements until the actual conversion occurs.

With the debt settlements beginning in April 2022, the value of the embedded conversion features on the one remaining note was de minimis at December 31, 2023 and 2022.

Related Party Debt

The following table summarizes related party debt:

SCHEDULE OF RELATED PARTY DEBT

	2023			2022
	December 31,
	2023			2022

Rotman Family convertible notes	$	5,000		$	5,000
Rotman Family nonconvertible notes		140,000			140,000
Accrued interest		31,872			24,552

Due to related party		176,872			169,552
Less: current maturities		(176,872	)		(169,552	)

Due to related party, noncurrent	$	-		$	-

Rotman Family Convertible Notes

On September 30, 2019, Vystar issued contingently convertible promissory notes totaling $180,000 to Steven Rotman ($105,000) and Greg Rotman ($75,000). These notes are (i) unsecured, (ii) bear interest at an annual rate of eight percent (8%) from date of issuance, (iii) are convertible at Vystar’s option after December 31, 2019, and (iv) mature five years from issuance. These notes were settled by Vystar in July 2022 with the issuance of 48,276 and 25,812 shares of Series C Preferred Stock to Steven and Greg Rotman, respectively.

On July 18, 2019, Vystar issued contingently convertible notes totaling $1,522,500 to Steven Rotman ($1,102,500) and Bernard Rotman ($420,000) as partial consideration for the acquisition of 58% of Rotmans. These notes are (i) unsecured, and (ii) bear interest at an annual rate of five percent (5%) from date of issuance. These notes can be converted only after an acceleration event which involves a symbol change, or reverse stock split and such conversion is in the control of the Company. Steven Rotman’s note matures eight years from issuance and Bernard Rotman’s note matures four years from issuance. These notes were settled by Vystar in July and September 2022 with the issuance of 474,336 and 180,699 shares of Series C Preferred Stock to Steven and Bernard Rotman, respectively.

F-18

On December 19, 2019, Vystar issued a contingently convertible promissory note totaling $100,000 to Steven Rotman. The face amount of the note represents the amount due at maturity along with the accrued interest at 5%. The note can be converted only after an acceleration event which involves a symbol change, uplisting, or reverse stock split and such conversion is in the control of Vystar. The note was extended to mature two years from issuance. This note was settled by Vystar in July 2022 with the issuance of 42,225 shares of Series C Preferred Stock.

On February 20, 2020, Vystar issued a contingently convertible promissory note totaling $50,000 to Steven Rotman. The face amount of the note represents the amount due at maturity along with the accrued interest at 5%. The note can be converted only after an acceleration event which involves a symbol change, uplisting, or reverse stock split and such conversion is in the control of Vystar. The note matures two years from issuance. This note was settled by Vystar in July 2022 with the issuance of 20,913 shares of Series C Preferred Stock.

On June 3, 2021, Vystar issued a contingently convertible promissory note totaling $130,030 to Gregory Rotman. The face amount of the note represents the amount due at maturity along with the accrued interest at 5%. The amount can be converted into shares of Vystar’s stock, at the holder’s option, based on the average closing price for the trailing 20 days prior to conversion and carrying 50% discount or $1.65 per share whichever is lower. The holder may elect to accelerate conversion in the event of a spin-out or reverse split. The note matures two years from issuance. This note was settled by Vystar in July 2022 with the issuance of 51,896 shares of Series C Preferred Stock.

On August 17, 2021, Vystar issued a contingently convertible promissory note totaling $5,000 to Jamie Rotman. The note is unsecured and bears interest at an annual rate of five percent (5%) from date of issuance. The face amount of the note represents the amount due at maturity along with the accrued interest. In the event that the spin-off of RxAir does not occur within 2023, Vystar will convert the note into common stock at a conversion price of $1.60. If the spin-off does occur, the note will convert into RxAir common stock with two conversion prices of $0.15 and $2, which equates to a blended conversion price of $0.18. At the issuance date of this note, it was determined to contain a beneficial conversion feature amounting to approximately $2,000. As this note is contingently convertible, the beneficial conversion feature will not be recorded on the consolidated financial statements until the actual conversion occurs. The balance of the note payable including accrued interest to Jamie Rotman is approximately $5,000 at December 31, 2023 and 2022.

The following table summarizes the Rotman Family Convertible Notes:

SCHEDULE OF NOTES PAYABLE

	Issue Date	Amount		2023		2022
				Carrying Amount
		Principal		December 31,		December 31,
	Issue Date	Amount		2023		2022
Jamie Rotman 5% note due August 2024	08/17/21	$	5,000	$	5,664	$	5,344

Rotman Family Nonconvertible Notes

In connection with the acquisition of 58% of Rotmans, Steven and Bernard Rotman were issued related party notes payable in the amounts of $367,500 and $140,000, respectively. The notes bear interest at an annual rate of five percent (5%). Steven Rotman’s note matures eight years from issuance and Bernard Rotman’s note matures four years from issuance. Payments of $3,828 and $2,917 to Steven and Bernard Rotman, respectively, per month were scheduled to begin six months from issuance until maturity in December 2027 and 2023, respectively. Steven Rotman’s note was settled by Vystar in July with the issuance of 158,112 shares of Series C Preferred Stock. The balance of Bernard Rotman’s note including accrued interest is approximately $171,000 and $164,000 at December 31, 2023 and 2022, respectively.

During 2020, Steven Rotman advanced Vystar funds totaling $1,048,000. In December 2020, Vystar formalized the advances and issued a promissory note to Steven Rotman. The note bears interest at an annual rate of five percent (5%) and was due one year from issuance. The maturity date was extended to December 2022 at the end of 2021. The face amount of the note represents the amount due at maturity along with accrued interest. Vystar settled this note in July 2022 with the issuance of 427,296 shares of Series C Preferred Stock.

During 2021, Steven Rotman advanced Vystar funds totaling $398,009. Vystar formalized the advances and issued promissory notes to Steven Rotman. The notes bear interest at an annual rate of five percent (5%) and are due no later than two years from the issuance date. The face amount of the notes represents the amount due at maturity along with accrued interest. Vystar settled these notes in July 2022 with the issuance of 158,908 shares of Series C Preferred Stock.

F-19

The following table summarizes the Rotman Family Nonconvertible Notes:

SCHEDULE OF NOTES PAYABLE

	Issue Date	Amount		2023		2022
				Carrying Amount
		Principal		December 31,		December 31,
	Issue Date	Amount		2023		2022
Bernard Rotman 5% note due July 2023	07/18/19	$	140,000	$	171,208	$	164,208
Carrying amount	07/18/19	$	140,000	$	171,208	$	164,208

Discontinued Operations Note

In April 2022, Blue Oar Consulting, Inc. (“Blue Oar”), an entity wholly owned by Gregory Rotman, advanced Rotmans $500,000 and paid bills totaling $100,000 on Rotmans behalf. Rotmans formalized the advances and issued a promissory note to Blue Oar. The note bears interest at an annual rate of six percent (6%) and required weekly payments of $12,500 until the note and interest have been paid. Rotmans also granted Blue Oar a security interest in its inventory. The note principal was paid in full in April 2023. Accrued interest of approximately $23,000 was waived by Blue Oar in December 2023. As of December 31, 2022, the balance of the note payable including accrued interest is approximately $407,000, respectively, and is included in liabilities from discontinued operations in the accompanying consolidated balance sheet.

NOTE 8 -

DERIVATIVE LIABILITIES

As of December 31, 2023 and 2022 Vystar did not have a derivative liability balance on the consolidated balance sheet as the liability was consider de minimis. Vystar recorded a gain from change in fair value of derivative liabilities of $1,778,100 for the year ended December 31, 2022 upon settlement of convertible notes payable. Vystar analyzed the conversion features and warrants of the various note agreements for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. Vystar has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, Vystar has bifurcated the conversion feature of the notes and recorded a derivative liability.

The embedded derivatives for the notes are carried on the Company’s consolidated balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the consolidated statement of operations and the associated fair value carrying amount on the consolidated balance sheet is adjusted by the change. Vystar fair values the embedded derivative using a lattice-based valuation model or Monte Carlo simulation.

NOTE 9 -

STOCKHOLDERS’ DEFICIT

Cumulative Convertible Preferred Stock

Series A Preferred Stock

On May 2, 2013, the Company began a private placement offering to sell up to 200,000 shares of the Company’s 10% Series A Cumulative Convertible Preferred Stock. Under the terms of the offering, the Company offered to sell up to 200,000 shares of preferred stock at $10 per share for a value of $2,000,000. The preferred stock was convertible at a conversion price of $7.50 per common share at the option of the holder after a nine-month holding period. The conversion price was lowered to $5.00 per common share for those holders who invested an additional $25,000 or more in Vystar’s common stock in the aforementioned September 2014 Private Placement. The preferred shares have full voting rights as if converted and have a fully participating liquidation preference. In the event of a liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock shall be entitled to receive an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $10 per share. As of December 31, 2023 and 2022, the liquidation preference totals approximately $179,000 and $170,000, respectively.

F-20

As of December 31, 2023, the 8,698 shares of outstanding preferred stock had undeclared dividends of approximately $92,000 and could be converted into 34,993 shares of common stock, at the option of the holder.

As of December 31, 2022, the 8,698 shares of outstanding preferred stock had undeclared dividends of approximately $83,000 and could be converted into 33,292 shares of common stock, at the option of the holder.

Series B Preferred Stock

On April 11, 2022, the Company amended its Articles of Incorporation to add the terms of a 10% Series B Cumulative Convertible Preferred Stock. Under the amendment, the number of shares authorized are 2,500,000. The preferred stock accumulates a 10% per annum dividend and is convertible into 1,000 shares of common stock at the option of the holder after a six-month holding period. The holders of Series B preferred stock have full voting rights as if converted and have a fully participating liquidation preference. In the event of a liquidation, dissolution or winding up of the Company, the holders of Series B Preferred Stock shall be entitled to receive an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $7 per share. As of December 31, 2023 and 2022, the liquidation preference totals approximately $2,970,000 and $2,710,000, respectively.

As of December 31, 2023, the 370,969 shares of outstanding preferred stock had undeclared dividends of approximately $373,000, and could be converted into 4,242,259 shares of common stock, at the option of the holder.

As of December 31, 2022, the 370,969 shares of outstanding preferred stock had undeclared dividends of approximately $108,000 and could be converted into 3,864,261 shares of common stock, at the option of the holder.

Series C Preferred Stock

On July 8, 2022, the Company amended its Articles of Incorporation to add the terms of a 10% Series C Cumulative Convertible Preferred Stock. Under the amendment, the number of shares authorized are 2,500,000. The preferred stock accumulates a 10% per annum dividend and is convertible into 1,000 shares of common stock at the option of the holder after a six-month holding period. The holders of Series C preferred stock have full voting rights as if converted and have a fully participating liquidation preference. In the event of a liquidation, dissolution or winding up of the Company, the holders of Series C Preferred Stock shall be entitled to receive an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $2.61 per share. As of December 31, 2023 and 2022, the liquidation preference totals approximately $5,733,000 and $5,233,000, respectively.

As of December 31, 2023, the 1,917,973 shares of outstanding preferred stock had undeclared dividends of approximately $727,000 and could be converted into 21,965,994 shares of common stock, at the option of the holder.

As of December 31, 2022, the 1,917,973 shares of outstanding preferred stock had undeclared dividends of approximately $325,000 and could be converted into 20,425,550 shares of common stock, at the option of the holder.

Common Stock and Warrants

During the year ended December 31, 2022, the Company retired 200 shares of previously issued common stock.

Included in stock subscription payable at December 31, 2023 and 2022, is $270,000 received under common stock subscription agreements for 180,000 shares during the year ended December 31, 2020.

F-21

Stock Subscription Payable

At December 31, 2023 and December 31, 2022, Vystar recorded a liability of $2,388,926 and $1,655,208, respectively, of stock subscription payable related to common stock to be issued. The following summarizes the activity of stock subscription payable during the year ended December 31, 2023 and 2022:

	Amount			Shares

Balance, January 1, 2022	$	1,247,549			605,058
Additions, net		659,647			1,552,386
Issuances, net		(251,988	)		(25,568	)

Balance, December 31, 2022		1,655,208			2,131,876
Additions, net		733,718			131,198,696
Issuances, net		-			-

Balance, December 31, 2023	$	2,388,926			133,330,572

NOTE 10 - REVENUES

The following table presents our revenues disaggregated by each major product category and service for the last two years:

SCHEDULE OF REVENUES

	Net Sales		Net Sales		Net Sales		Net Sales
	2023				2022
			% of				% of
	Net Sales		Net Sales		Net Sales		Net Sales

Air Purification Units	$	474,735		90.3	$	74,105		63.6
Mattresses and Toppers		39,696		7.5		26,607		22.8
Royalties and other		11,452		2.2		15,821		13.6
Net sales	$	525,883		100.0	$	116,533		100.0

NOTE 11 - SHARE-BASED COMPENSATION

Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures.

In total, Vystar recorded $886,980 and $837,468 of stock-based compensation for the years ended December 31, 2023 and 2022, respectively, including shares to be issued related to consultants and board member stock options and common stock and warrants issued to non-employees. Included in stock subscription payable is accrued stock-based compensation of $2,118,926 and $1,385,208 at December 31, 2023 and 2022, respectively.

Vystar used the Black-Scholes option pricing model to estimate the grant-date fair value of option and warrant awards:

●

Expected Dividend Yield - because Vystar does not currently pay dividends, the expected dividend yield is zero;

F-22

	●	Expected Volatility in Stock Price - volatility based on Vystar’s trading activity was used to determine expected volatility;

	●	Risk-free Interest Rate - reflects the average rate on a United States Treasury Bond with a maturity equal to the expected term of the option; and

	●	Expected Life of Award - because we have minimal experience with the exercise of options or warrants for use in determining the expected life of each award, we used the option or warrant’s contractual term as the expected life.

For the year ended December 31, 2023, there were no share-based compensation expense related to employee and board members’ stock options. In total for the year ended December 31, 2022, Vystar recorded $11,072 of share-based compensation expense related to employee and board members’ stock options. There is no unrecognized compensation expense as of December 31, 2023 and 2022.

Options

During 2004, the Board of Directors of Vystar adopted a stock option plan (the “Plan”) and authorized up to 40,000 shares to be issued under the Plan. In April 2009, Vystar’s Board of Directors authorized an increase in the number of shares to be issued under the Plan to 100,000 shares and to include the independent Board Members in the Plan in lieu of continuing the previous practice of granting warrants each quarter to independent Board Members for services. At December 31, 2023, there are 22,518 shares of common stock available for issuance under the Plan. In 2014, the Board of Directors adopted an additional stock option plan which provides for an additional 50,000 shares, which are all available as of December 31, 2023. In 2019, the Board of Directors adopted an additional stock option plan which provides for an additional 500,000 shares, which are all available as of December 31, 2023. The Plan is intended to permit stock options granted to employees to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the Plan that are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options. Stock options are granted at an exercise price equal to the fair market value of Vystar’s common stock on the date of grant, typically vest over periods up to 4 years and are typically exercisable up to 10 years.

There were no options granted during the years ended December 31, 2023 and 2022, respectively. Forfeitures are recognized as they occur.

F-23

The following table summarizes all stock option activity of Vystar for the years ended December 31, 2023 and 2022:

SCHEDULE OF STOCK OPTION ACTIVITY

						Weighted
				Weighted		Average
				Average		Remaining
	Number			Exercise		Contractual
	of Shares			Price		Life (Years)

Outstanding, December 31, 2021		271,750		$	19.45		1.53

Granted		-			-		-

Cancelled		(5,000	)	$	11.00		-

Forfeited		(1,483	)	$	41.40		-

Outstanding, December 31, 2022		265,267		$	19.54		0.51

Granted		-			-		-

Exercised		-			-		-

Forfeited		(223,267	)	$	21.87		-

Outstanding, December 31, 2023		42,000		$	7.17		2.15

Exercisable, December 31, 2023		42,000		$	7.17		2.15

Exercisable, December 31, 2022		265,267		$	19.54		0.51

As of December 31, 2023 and 2022, there was no aggregate intrinsic value on the outstanding options. The aggregate intrinsic value will change based on the fair market value of Vystar’s common stock.

Warrants

Warrants are issued to third parties as payment for services, debt financing compensation and conversion, and in conjunction with the issuance of common stock. The fair value of each common stock warrant issued for services is estimated on the date of grant using the Black-Scholes option pricing model.

F-24

The following table represents Vystar’s warrant activity for the years ended December 31, 2023 and 2022:

SCHEDULE OF WARRANT ACTIVITY

								Weighted
								Average
				Weighted		Weighted		Remaining
	Number			Average		Average		Contractual
	of Shares			Fair Value		Exercise Price		Life (Years)

Outstanding, December 31, 2021		101,743			-	$	8.19		2.36

Granted		-			-		-		-

Cancelled		(52,033	)		-	$	10.96		-

Forfeited		(12,444	)		-	$	19.65		-

Expired		-			-		-		-

Outstanding, December 31, 2022		37,266			-	$	7.57		1.31

Granted		-			-		-		-

Exercised		-			-		-		-

Forfeited		(15,746	)		-	$	24.94		-

Expired		-			-		-		-

Outstanding, December 31, 2023		21,520			-	$	6.57		1.10

Exercisable, December 31, 2023		21,520			-	$	6.57		1.10

Exercisable, December 31, 2022		37,266			-	$	7.57		1.31

NOTE 12 - RELATED PARTY TRANSACTIONS

Officers and Directors

Per Steven Rotman’s Employment agreement dated July 22, 2019, as amended, he is to be paid $125,000 per year in cash, $10,417 per month in shares based on a 20-day average price at a 50% discount to market, $5,000 per month in cash for expenses, as well as access to a Company provided vehicle and health and life insurance. During the year ended December 31, 2023 and 2022, Vystar and Rotmans expensed approximately $519,000 and $417,000, respectively, related to this employment agreement. In addition, Vystar issued 1,330,066 shares of Series C Preferred Stock for the settlement of debt totaling $3,552,321. A loss of $1,900,950 was recognized on the issuance and is included in other expenses for 2022. As of December 31, 2023 and 2022, Vystar had a stock subscription payable balance of $952,593 and $519,084, respectively, or approximately 60,556,000 and 853,000 shares, respectively, to be issued in the future and $243,155 and $183,155, respectively, of reimbursable expenses payable and $81,482 and $116,403, respectively, of unpaid salary. During the year ended December 31, 2023, Mr . Rotman waived his right to unpaid salary of $34,921. Mr. Rotman’s Employment agreement was terminated upon his resignation on December 21, 2023.

The Board of Directors authorized their board fees for 2021 be paid in common stock of Vystar. Included in stock subscription payable at December 31, 2023 and 2022 is 100,000 shares valued at $291,000, of which 20,000 shares valued at $58,200 is included in Steven Rotman’s balance above.

F-25

Blue Oar Consulting, Inc.

This entity is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar provides business consulting services to Vystar. In exchange for such services, Vystar has entered into a consulting agreement with the related party entity.

Per the consulting agreement, Blue Oar is to be paid $15,000 per month in cash for expenses, and $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market. During the year ended December 31, 2023 and 2022, Vystar expensed approximately $580,000 and $459,000, respectively, related to the consulting agreement. In addition, Vystar issued 221,385 shares of Series C Preferred Stock for the settlement of debt and payables totaling $702,161. A loss of $313,340 was recognized on the issuance and is included in other expenses for 2022. As of December 31, 2023 and 2022, Vystar had a stock subscription payable balance of $1,030,112 and $629,903, respectively, or approximately 72,612,000 and 1,049,000 shares, respectively. As of December 31, 2023, Vystar also had a liability of $225,000 for consulting expenses in accounts payable.

Related Party Advances

As of December 31, 2023 and 2022, Gregory Rotman advanced Vystar funds totaling $343,694 and $242,454, respectively. The advances are due on July 1, 2025. The Company formalized the borrowing in a promissory note agreement dated June 1, 2024. See Note 17 for further information.

As of December 31, 2023 and 2022, Steven Rotman advanced Vystar funds totaling $75,281 and $24,087, respectively. The advances are due on demand as repayment terms have not yet been finalized.

Bernard Rotman

On July 18, 2019, Vystar issued a contingently convertible note totaling $420,000 to Bernard Rotman as partial consideration for the acquisition of 58% of Rotmans. During the year ended December 31, 2022, Vystar issued 180,699 shares of Series C Preferred Stock for the settlement of this debt totaling $482,125. A loss of $69,007 was recognized on the issuance and is included in other expenses for 2022.

Bryan Stone

In May of 2019, Vystar acquired the assets of Fluid Energy Conversion, Inc. (“FEC”) for 25,000 shares of common stock. FEC is owned by Dr. Bryan Stone, one of Vystar’s directors. The assets consist of a patent on the Hughes Reactor, which has the ability to control, enhance and focus energy in flowing liquids and gases. Vystar entered into a settlement in July 2022 for the subscription stock payable of $103,750 and issued 16,929 shares of Series B Preferred Stock in lieu of common stock. A gain of $36,034 was realized on the settlement during the year ended December 31, 2022 and is included in other expenses for 2022.

In addition, Dr. Stone receives a $25 per unit commission for RxAir units sold to a specific customer. During the year ended December 31, 2023, commissions of $1,950 were paid to Dr. Stone.

Designcenters.com

This entity is owned by Jamie Rotman, who is the daughter of the Company’s CEO, Steven Rotman, and President of the Company effective December 21, 2023 . Designcenters.com (“Design”) provided bookkeeping and management services to the Company through July 2019. In exchange for such services, the Company had entered into a consulting agreement with the related party entity. As of December 31, 2023, the Company had a stock subscription payable balance of approximately $42,000, for approximately 8,500 shares related to this party for services incurred and expensed in 2019.

F-26

NOTE 13 - COMMITMENTS

Employment and Consulting Agreements

The Company has entered into employment and consulting agreements with certain of our officers, employees, and affiliates. For employees, payment and benefits would become payable in the event of termination by us for any reason other than cause, or upon change in control of our Company, or by the employee for good reason.

There was one employment agreement in place with the CEO, Steven Rotman prior to his resignation in December 2023. See compensation terms in Note 12.

During the year ended December 31, 2023 and 2022, the Company entered into various service agreements with consultants for financial reporting, advisory, and compliance services.

Litigation

From time to time, the Company is party to certain legal proceedings that arise in the ordinary course and are incidental to our business. Future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity or results of operations in any future reporting periods.

EMA Financial

F-27

On August 5, 2024, the District Court denied, without prejudice to renew, the motion for attorneys’ fees, ruling that such is premature based upon the pending appeal and cross-appeal.

NOTE 14 - MAJOR CUSTOMERS AND VENDORS

Major customers and vendors are defined as a customer or vendor from which Vystar and Rotmans derive at least 10% of its revenue and cost of revenue, respectively.

F-28

During the year ended December 31, 2023, Vystar made approximately 18% of its sales to one major customer. There was no balance due from the customer at December 31, 2023.

During the year ended December 31, 2023, there were no major vendors. During the year ended December 31, 2022, Vystar and Rotmans made approximately 11% of its purchases from one major vendor. There was no balance owed at December 31, 2022.

NOTE 15 - INCOME TAXES

The provision (benefit) for income taxes for the years ended December 31, 2023 and 2022 assumes a 21% effective tax rate for federal income taxes. A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

SCHEDULE OF PROVISION FOR INCOME TAXES

	2023			2022
	Year Ended
	December 31,
	2023			2022

Federal statutory income tax rate		(21.0	%)		(21.0	%)

Change in valuation allowance on net operating loss carryforwards		21.0			21.0

Effective income tax rate		0.0	%		0.0	%

Deferred tax assets as of December 31, 2023 and 2022 are as follows:

SCHEDULE OF DEFERRED TAX ASSETS

	2023			2022

NOL carryforwards	$	8,000,000		$	8,300,000

Less valuation allowance		(8,000,000	)		(8,300,000	)

Deferred tax assets	$	-		$	-

Deferred taxes are caused primarily by net operating loss carryforwards. U.S. Tax Legislation enacted in 2017 (the “TCJA”) has significantly changed certain aspects of U.S. federal income taxation. Net Operating Losses (“NOLs”) generated in 2017 and prior years can be carried forward for 20 years. NOLs generated in 2018 – 2020, as enacted by the CARES Act, can be carried forward indefinitely. However, NOLs generated after 2020 can also carried forward indefinitely but limited to 80% of taxable income.

For federal income tax purposes, Vystar has a net operating loss carryforward of approximately $38,000,000 as of December 31, 2023, of which approximately $18,400,000 expires beginning in 2024 and $19,600,000 which can be carried forward indefinitely. For state income tax purposes, Vystar has a net operating loss carryforward of approximately $18,400,000 and $19,300,000 as of December 31, 2023 in Georgia and Massachusetts, respectively, which expires beginning in 2038.

In addition, as of December 31, 2023, Rotmans has a net operating loss carryforward of approximately $6,000,000 for federal income tax purposes of which $1,800,000 expires beginning in 2029 and $4,200,000 can be carried forward indefinitely. Rotmans has a state operating loss carryforward of approximately $5,000,000 which expires beginning in 2038.

F-29

Pursuant to Internal Revenue Code Section 382, the future realization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future.

NOTE 16 - DISCONTINUED OPERATIONS

At the completion of its Going Out of Business sale, Rotmans closed its showroom on December 14, 2022. The results of operations are reported as discontinued operations in 2023 and 2022. The assets and liabilities have been reported in the consolidated balance sheets as assets and liabilities of discontinued operations.

The loss from discontinued operations are as follows:

SCHEDULE OF DISCONTINUED OPERATIONS

	2023			2022

Revenue	$	157,479		$	20,221,291

Cost of revenue		104,210			8,391,180

Gross profit		53,269			11,830,111

Operating expenses:
Salaries, wages and benefits		607,286			3,118,238
Agent fees		-			2,894,478
Professional fees		226,619			291,579
Advertising		67,144			1,212,426
Consulting		-			3,500
Rent		974,881			746,321
Service charges		21,818			557,923
Depreciation and amortization		19,002			383,491
Loss on impairment		5,346,657			1,390,609
Other operating		787,176			1,897,927

Total operating expenses		8,050,583			12,496,492

Loss from operations		(7,997,314	)		(666,381	)

Other income (expense):
Interest expense		(314,704	)		(389,667	)
Gain (loss) on settlement of debt, net		564,067			51,856
Other income, net		425,273			116,564

Total other income (expense), net		674,636			(221,247	)

Net loss from discontinued operations	$	(7,322,678	)	$	(887,628	)

F-30

Details of the balance sheet items for discontinued operations are as follows:

	2023		2022

Current assets:
Cash	$	14,912	$	123,325
Accounts receivable		33,334		1,853,972
Other receivables		-		684,775
Inventories		-		76,379
Prepaid expenses and other		11,967		288,520

Total current assets	$	60,213	$	3,026,971

Non-current assets:
Property and equipment, net	$	-	$	490,420
Operating lease right-of-use assets, net		-		7,008,276
Other assets		-		5,274

Total non-current assets	$	-	$	7,503,970

Current liabilities:
Accounts payable	$	346,924	$	339,426
Accrued expenses		-		726,410
Security deposits		61,986		-
Operating lease liabilities - current maturities		942,000		737,000
Finance lease liabilities - current maturities		-		119,000
Related party debt - current maturities		-		406,753

Total current liabilities	$	1,350,910	$	2,328,589

Non-current liabilities:
Operating lease liabilities, net of current maturities	$	3,494,005	$	5,189,140
Finance lease liabilities, net of current maturities		-		324,527

Total non-current liabilities	$	3,494,005	$	5,513,667

F-31

The consolidated statements of cash flows do not present the cash flows from discontinued operations separately from cash flows from continuing operations. Included in adjustments to reconcile net loss to net cash used in operating activities are the following discontinued operations items:

	2023			2022

Depreciation	$	19,002		$	135,158
Bad debts		4,498			16,514
Amortization of intangible assets		-			248,333
Noncash lease expense		285,901			267,009
Impairment loss		5,346,657			1,390,609
(Gain) loss on settlement of debt, net		(564,067	)		(51,855	)
(Gain) loss on sale of property and equipment		(226,776	)		22,080

NOTE 17 - SUBSEQUENT EVENTS

On January 4, 2024, 34,838 shares of Convertible Preferred Stock Series B were converted into 348,380 shares of common stock. Undeclared cumulative dividends of approximately $35,000 remain outstanding and have not yet been converted.

In late January 2024, the Company vacated its former showroom, offices and warehouse facility. The operating right-of-use asset was fully impaired at December 31, 2023 and the related loss of $5,240,946 was included in the operating expenses of the discontinued operations. The liability for the right-of-use asset of approximately $4,200,000 remains as the Company has not been formally discharged of the debt.

On July 22, 2024, the Company entered into an Employment Agreement (the “Employment Agreement”) with Ms. Jamie Rotman, under which Ms. Rotman receives annual compensation equal to $180,000 payable in Series C Preferred Stock or common stock, either at Ms. Rotman’s discretion, discounted 50% over the then market price (and payable in cash at Ms. Rotman’s discretion), plus a signing bonus of $25,000 payable in shares of Series C Preferred Stock, vesting over 2024. The Employment Agreement was made retroactive to January 1, 2024. The Employment Agreement also provides for a 24-month severance payment upon a termination without cause (as defined) and a 24 month change in control severance. Ms. Rotman was appointed as President of the Company effective December 21, 2023.

On June 1, 2024, the Company entered into a term convertible promissory note with Blue Oar. The Company may borrow amounts up to $1,000,000 at an interest rate of 12% per annum. Prior working capital advances of $343,694 through December 31, 2023 are rolled into this note agreement. Monthly installment payments of principal and interest of $7,500 are payable beginning on July 1, 2024 with a balloon payment due on July 1, 2025. The maturity date can be extended for six months to January 1, 2026 at Blue Oar’s discretion. Blue Oar may elect to receive payments in common stock at a discounted rate of 50% of the market rate based on any two days within the prior twenty day’s closing price, no less than $.01 (the “Floor”). The note carries a $50,000 closing fee ($75,000 if not paid in full with common shares). In the event of default, the interest rate will increase to 19% and owe a default fee of 6% of the outstanding balance plus $25,000.

F-32

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer (the Certifying Officer) is responsible for establishing and maintaining disclosure controls and procedures for the Company. Although the Certifying Officer has designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared, certain material weaknesses occurred during the year ended December 31, 2023 and subsequent to year end. The Certifying Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e) (the Rules) under the Securities Exchange Act of 1934 (or Exchange Act) as of the end of the period covered by this Annual Report and is working on improving controls with an outside CPA firm.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d - 15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that our receipts and expenditures are made in accordance with management authorization; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting, however well designed and operated, can provide only reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

Management, under the supervision and with the participation of our Chief Executive Officer and our acting Chief Financial Officer, conducted an evaluation of our internal control over financial reporting as of December 31, 2023 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013. Based on our evaluation under the COSO framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2023. Such conclusion was reached based on the following material weaknesses noted by management:

a) We have a lack of segregation of duties due to the small size of the Company.

b) The Company did not maintain reasonable control over records underlying transactions necessary to permit preparation of the Company’s financial statements.

c) Lack of controls that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposal of the Company’s assets that could have a material effect on the financial statements.

d) Lack of a formal CFO position who can devote significant attention to financial reporting resulted in multiple audit adjustments.

e) Lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management believes the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future period.

Management expects to strengthen internal control during 2024 by developing stronger business and financial processes for accounting for transactions such as warrant/stock issuances, which will enhance internal control for the Company.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors

The following tables set forth the name and information of each director of Vystar as of December 31, 2023. Each director is elected to serve until the next Annual Meeting of Stockholders.

Bryan Stone, MD	Bryan Stone, M.D, has advised Vystar over the past years relating to product development for the healthcare industry and brings to the Board an understanding of the challenges of new product development for start-up companies. He is the Chairman of Medicine at Desert Regional Medical Center in Palm Springs, California, and is the Medical Director at multiple DaVita Dialysis Centers. He is also an entrepreneur, serving as the Interim CEO of Fluid Energy Conversion, Inc., a firm specializing in molecular fluid mechanics, specifically high efficiency mass producible energy conversion technologies.	56	2017

Byron L. Novosad, DDS	Byron L. Novosad, DDS was appointed to the Board on January 25, 2021. Dr Novosad received a BA in Chemistry from Baylor University and graduated from the University of Texas Dental School in Houston and later received his Certificate in Periodontics in 1982. Dr. Novosad brings experience to the Board in the medical and health care field, and served previously as a consultant to UV Flu Technologies from 2011 to 2015 and a consultant to Vystar Corporation from 2013 to 2015. He has operated a private periodontal practice in the Houston, Texas area for 30 years and has been a Clinical Assistant Professor of Periodontics at the Periodontic Graduate Clinic for the University of Texas Dental branch in Houston since 2007. He was on the Advisory Board of Wharton County Jr. College School of Dental Hygiene for 37 years.	68	2021

Director Independence

Under Rule 5605(b)(1) of the Nasdaq Marketplace Rules, independent directors must comprise a majority of a listed company’s board of directors within one year of listing. In addition, Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. While Vystar does not currently qualify for listing on Nasdaq and will likely not qualify for some time after the date of this proxy statement, it does intend to seek such listing as soon as possible and complies with its Marketplace Rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under Nasdaq Marketplace Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a public company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the public company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

In March of 2013, our Board undertook a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined none of the directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq Marketplace Rule 5605(a)(2).

Audit Committee

The Board member serving on our Audit Committee was Dr. Stone. Our Board has determined that Dr. Stone satisfies the requirements for financial literacy under the current requirements of the Nasdaq Marketplace Rules. He is an “audit committee financial expert,” as defined by SEC rules and satisfy the financial sophistication requirements of The NASDAQ Global Market. Our Audit Committee assists our Board in its oversight of our accounting and financial reporting process and the audits of our financial statements. The Audit Committee’s responsibilities include:

●

appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

●

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

	●	reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

	●	monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

	●	discussing our risk management policies;

	●	establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and resolution of accounting related complaints and concerns;

	●	meeting independently with our independent registered public accounting firm and management;

	●	reviewing and approving or ratifying any related person transactions; and

	●	preparing the audit committee report required by SEC rules.

All audit and non-audit services, other than de minimus non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.

Audit Committee Charter

We have adopted an Audit Committee Charter which sets out the duties and responsibilities of our Audit Committee. The Audit Committee Charter is available on our website at www.vystarcorp.com. Any amendments to the Charter, or any waivers of its requirements, will be disclosed on our website.

Meetings of the Board and Committees

During fiscal year 2023, our Board held one meeting, and its Audit Committee held one meeting. Each director attended the meeting in fiscal year 2023. Members of our Board are encouraged to attend our annual meetings of shareholders.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our Board adopted these Corporate Governance Guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our shareholders. The Corporate Governance Guidelines set forth the practices our Board follows with respect to Board and committee composition and selection, Board meetings, chief executive officer performance evaluation and management development and succession planning for senior management, including the chief executive officer position. A copy of our Corporate Governance Guidelines is available on our website at www.vystarcorp.com.

Code of Business Conduct and Ethics

We adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees of Vystar that comply with NASDAQ listing standards. The Code of Business Conduct and Ethics includes an enforcement mechanism, and any waivers for directors or executive officers must be approved by our Board and disclosed in a current report on Form 8-K with the SEC. This Code of Business Conduct is publicly available on our website at www.vystarcorp.com. There were no waivers of the Code of Business Conduct and Ethics for any of our directors or executive officers during fiscal year 2023.

ITEM 11.

EXECUTIVE COMPENSATION

Overview

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding compensation earned by our, Chief Executive Officer and President for 2023 and 2022.

Name and Principal Position	Salary		Option Awards⁽¹⁾		Total
Steven Rotman – 2023	$	185,000	$	-	$	185,000
Chief Executive Officer, Chief Financial Officer and President

Steven Rotman - 2022	$	185,000	$	236,150	$	421,150
Chief Executive Officer, Chief Financial Officer and President

⁽¹⁾

These amounts do not reflect the actual economic value realized by the executive officers. In accordance with SEC rules, the amounts in this column for 2023 and 2022 represent the dollar amount recognized as compensation expense by Vystar for financial statement reporting purposes for fiscal years 2023 and 2022 for stock and options granted to each of the executive officers in each such fiscal year in accordance with applicable accounting guidance related to stock-based compensation. Pursuant to SEC rules, the amounts shown disregard the impact of estimated forfeitures related to service-based vesting conditions.

DIRECTOR COMPENSATION

The following table sets forth certain information with respect to compensation awarded to, paid to or earned by each of Vystar’s non-employee directors during fiscal year 2023.

	Fees Earned		Stock
	or Paid in		Awards		Option		Total
Name	Cash ($)		($)		Awards ($)		($)
Joseph C. Allegra, Jr., PhD		-		-		-		-
Bryan Stone, M.D.		1,950		-		-		1,950
Byron L. Novosad, DDS		-		-		-		-

Compensation Philosophy

The current policy of our Board is that compensation for non-employee directors should be equity-based compensation to reward directors for quarterly periods of service in fulfilling their oversight responsibilities.

Expenses

We reimburse our directors for their travel and related expenses in connection with attending Board and committee meetings, as well as costs and expenses incurred in attending director education programs and other Vystar-related seminars and conferences.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of our common stock as of December 31, 2023 by each entity or person who is known to beneficially own 5% or more of our common stock, each of our directors, each Executive Officer identified in “Executive Compensation—Summary Compensation Table” contained in this proxy statement and all of our directors and current executive officers as a group. This table is based upon information supplied by executive officers, directors and principal shareholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. None of the shares beneficially owned by our executive officers and directors are pledged as security. Applicable percentages are based on shares outstanding on December 31, 2023, adjusted as required by rules promulgated by the SEC.

Officers and Directors

Jamie Rotman
Worcester, MA	59,813	0.462	%

Bryan Stone, M.D.
Palm Springs, CA	209,663	1.620	%

Joseph Carmen Allegra, Jr., PhD
Atlanta, GA	10,000	0.077	%

Byron L. Novosad, DDS
Houston, TX	6,667	0.052	%

All Directors and Executive Officers as a Group	286,143	2.211	%

Total Shares Outstanding	12,942,592

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors, and any person or entity who owns more than ten percent of a registered class of our common stock or other equity securities, to file with the SEC certain reports of ownership and changes in ownership of our securities. Executive officers, directors and shareholders who hold more than ten percent of our outstanding common stock are required by the SEC to furnish us with copies of all required forms filed under Section 16(a). We prepare Section 16(a) forms on behalf of our executive officers and directors based on the information provided by them.

Based solely on review of this information and written representations by our executive officers and directors that no other reports were required, we believe that, during fiscal year 2023 each director filed the forms required by Section 16(a) of the Exchange Act on a timely basis with respect to the repricing of option and warrants.

EQUITY COMPENSATION PLAN INFORMATION

The following table shows information related to our common stock which may be issued under our compensation plans, as amended, as of December 31, 2023:

Plan Category	Number of securities to be issued upon exercise of outstanding options		Weighted Average Exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
2004 Long-Term Incentive Compensation Plan, as amended, approved by shareholders		77,483	$	580		22,517
2014 Long-Term Incentive Compensation Plan		0		0		50,000
2019 Equity Incentive Plan		0		0		500,000
Total		77,483	$	580		572,517

Our 2004 Long-Term Incentive Compensation Plan, as amended, which we refer to as the 2004 Plan, was adopted by our Board in 2004, and amended and approved by our shareholders in 2009. A maximum of 100,000 shares of common stock were authorized for issuance under the 2004 Plan.

The 2004 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock and other stock-based awards. Our officers, employees, consultants and directors are eligible to receive awards under the 2004 Plan; however, incentive stock options may only be granted to our employees. In accordance with the terms of the 2004 Plan, our Board administers the 2004 Plan and, subject to any limitations in the 2004 Plan, selects the recipients of awards and determines:

	●	the number of shares of common stock covered by options and the dates upon which those options become exercisable;

	●	the exercise prices of options;

	●	the duration of options;

	●	the methods of payment of the exercise price; and

	●	the number of shares of common stock subject to any restricted stock or other stock-based awards and the terms and conditions of those awards, including the conditions for repurchase, issue price and repurchase price.

Pursuant to the terms of the 2004 Plan, in the event of a change in control of our company, each outstanding option under the 2004 Plan will vest, but the holders shall have the right, assuming the holder still maintains a continuous service relationship with us, immediately prior to such dissolution or liquidation, to exercise the option to the extent exercisable on the date of such dissolution or liquidation.

In the event of a merger or other reorganization event, our Board shall have the discretion to provide for any or all of the following: (a) the acceleration of vesting or the termination of our repurchase rights of any or all of the outstanding awards, (b) the assumption or substitution of all options by the acquitting or succeeding entity or (c) the termination of all options that remain outstanding at the time of the merger or other reorganization event.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Review, Approval or Ratification of Transactions with Related Persons

Vystar’s Code of Business Conduct requires that all employees and directors avoid conflicts of interests that interfere with the performance of their duties or are not in the best interests of Vystar.

In addition, pursuant to its written charter, the Audit Committee considers and approves or disapproves any related person transaction as defined under Item 404 of Regulation S-K promulgated by the SEC, after examining each such transaction for potential conflicts of interest and other improprieties. The Audit Committee has not adopted any specific written procedures for conducting such reviews and considers each transaction in light of the specific facts and circumstances presented.

Transactions with Related Persons

Per Steven Rotman’s Employment agreement dated July 22, 2019, as amended, he is to be paid $125,000 per year in cash, $10,417 per month in shares based on a 20-day average price at a 50% discount to market, $5,000 per month in cash for expenses as well as access to a Company provided vehicle and health and life insurance. During the year ended December 31, 2023, the Vystar and Rotmans expensed approximately $519,000 related to this employment agreement. As of December 31, 2023, the Company had a stock subscription payable balance of $952,593, or approximately 60,556,000 shares to be issued in the future, $243,155 of reimbursable expenses payable and $81,482 of unpaid salary. During the year ended December 31, 2023, Mr . Rotman waived his right to unpaid salary of $34,921. Mr. Rotman’s Employment agreement was terminated upon his resignation on December 21, 2023.

At December 31, 2023, Steven Rotman is owed $75,281 for cumulative working capital advances. The advances are due on demand as repayment terms have not yet been finalized.

Blue Oar Consulting, Inc. (“Blue Oar”) is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar provides business consulting services to Vystar. In exchange for such services, Vystar has entered into a consulting agreement with the related party entity. Per the consulting agreement, Blue Oar is to be paid $15,000 per month in cash for expenses, and $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market. During the year ended December 31, 2023, Vystar expensed approximately $580,000 related to the consulting agreement. As of December 31, 2023, Vystar had a stock subscription payable balance of $1,030,112, or approximately 72,612,000 shares.

At December 31, 2023, Gregory Rotman is owed $343,694 for cumulative working capital advances. The advances are due on July 1, 2025. The Company formalized the borrowing in a promissory note agreement dated June 1, 2024. See Note 17 for further information.

Blue Oar advanced Rotmans $500,000 and paid expenses totaling $100,000 on their behalf in 2022. Rotmans formalized the advances and issued a promissory note to Blue Oar. The note bore interest at an annual rate of six percent (6%). Rotmans paid the outstanding principal balance of $387,500 in 2023 and the related accrued interest of $22,518 was waived by Blue Oar in December 2023.

Director Independence

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

During fiscal year 2023 and 2022, we retained the firm of Macias Gini & O’Connell (“MGO”) to provide audit services. Below is a table of fees incurred in the following categories and amounts:

Fee Category	2023($)		2022($)
Audit Fees		125,000		190,000
Audit-Related Fees		—		—-
Tax Fees		—		—
All Other Fees		—		—
Total		125,000		190,000

Audit fees include the audit of Vystar’s annual financial statements, review of financial statements included in each of our Quarterly Reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

Tax fees consist of fees for professional services for tax compliance, tax advice and tax planning. This category includes fees primarily related to the preparation and review of federal, state and assistance with tax audits. No tax fees were incurred for the current or previous period.

All other fees include assurance services not related to the audit or review of our financial statements. No other fees were incurred for the current or previous period.

There were no non-audit services provided by MGO for the current or previous period.

AUDIT COMMITTEE PRE-APPROVAL OF SERVICES PERFORMED BY OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

It is the policy of our Audit Committee to pre-approve all audit and permissible non-audit services to be performed by MGO. Our Audit Committee pre-approves services by authorizing specific projects within the categories outlined above, subject to a budget for each category. Our Audit Committee’s charter delegates to one or more members of the Audit Committee the authority to address any requests for pre-approval of services between Audit Committee meetings, and the subcommittee or such member or members must report any pre-approval decisions to our Audit Committee at its next scheduled meeting.

All services related to audit fees provided by MGO during fiscal year 2023 and 2022 were pre-approved by the Audit Committee in accordance with the pre-approval policy described above.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee’s role includes the oversight of our financial, accounting and reporting processes; our system of internal accounting and financial controls; our enterprise risk management program; and our compliance with related legal, regulatory and ethical requirements. The Audit Committee oversees the appointment, compensation, engagement, retention, termination and services of our independent registered public accounting firm, including conducting a review of its independence; reviewing and approving the planned scope of our annual audit; overseeing our independent registered public accounting firm’s audit work; reviewing and pre-approving any audit and non-audit services that may be performed by it; reviewing with management and our independent registered public accounting firm the adequacy of our internal financial and disclosure controls; reviewing our critical accounting policies and the application of accounting principles; and monitoring the rotation of partners of our independent registered public accounting firm on our audit engagement team as required by regulation. The Audit Committee establishes procedures, as required under applicable regulation, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the submission by employees of concerns regarding questionable accounting or auditing matters. The Audit Committee’s role also includes meeting to review our annual audited financial statements and quarterly financial statements with management and our independent registered public accounting firm. The Audit Committee held one meeting during fiscal year 2023.

The member of the Audit Committee met the independence criteria prescribed by applicable regulation and the rules of the SEC for audit committee membership and are “independent director” within the meaning of NASDAQ listing standards. The Audit Committee member meets NASDAQ’s financial literacy requirements, and the Board further determined that the member is an “audit committee financial expert” “as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC also meets NASDAQ’s financial sophistication requirements. The Audit Committee acts pursuant to a written charter, which complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC and NASDAQ, a copy of which can be found on our website at www.vystarcorp.com.

I have reviewed and discussed with management and MGO Vystar’s audited financial statements. I discussed with MGO and Vystar’s Chief Financial Officer the overall scope and plans of MGO’s audit. I met with MGO, with and without management present, to discuss results of its examinations, its evaluation of Vystar’s internal controls, and the overall quality of Vystar’s financial reporting.

I have reviewed and discussed with MGO matters required to be discussed pursuant to Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. I have received from MGO the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding MGO’s communications with the Audit Committee concerning independence. I have discussed with MGO matters relating to its independence.

Based on the reviews and discussions referred to above and my review of Vystar’s audited financial statements for fiscal year 2023, I recommended to the Board that Vystar’s audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the SEC.

Respectfully submitted,

AUDIT COMMITTEE

Bryan Stone, M.D., Chair

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. FINANCIAL STATEMENTS

The following financial statements and notes thereto of Vystar Corporation, and the related Report of Independent Registered Public Accounting Firm are set forth in Item 8.

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Stockholders’ Deficit	F-4
Consolidated Statements of Cash Flows	F-5

2. FINANCIAL STATEMENT SCHEDULES

All schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because they are not applicable, or the required information is included in the financial statements or notes thereto.

3. EXHIBITS

Exhibit Index *

* Some Exhibits have certain confidential information redacted pursuant to a request for confidential treatment

Number		Description
3.1		Articles of Incorporation of Vystar Acquisition Corporation (now named Vystar Corporation) dated December 17, 2003 (as amended) (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

3.2		Articles of Amendment to the Articles of Incorporation of Vystar Corporation (incorporated by reference to Vystar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on April 14, 2016.)

3.3		Bylaws of Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

4.1		Specimen Certificate evidencing shares of Vystar common stock (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

4.2		Form of Share Subscription Agreements and Investment Letter (First Private Placement) (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

4.3		Form of Share Subscription Agreement and Investment Letter (Second Private Placement) (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

4.4		Form of Vystar Corporation Investor Questionnaire and Subscription Agreement (Third Private Placement) (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

4.5		Warrant to Purchase Shares of Common Stock of Vystar Corporation dated March 11, 2011 issued to Topping Lift Capital LLC (incorporated by reference to Vystar’s Current Report on Form 8-K dated March 11, 2011 and filed on March 15, 2011)

4.6		Form of Warrant issued to Investor note holders (incorporated by reference to Vystar’s Current Report on Form 8-K dated March 11, 2011 and filed on March 15, 2011)

4.7		Form of Series A-1 Warrant (incorporated by reference to Vystar’s Current Report on Form 8-K filed on June 11, 2012)

10.1*		Manufacturing Agreement between Vystar Corporation and Revertex (Malaysia) Sdn. Bhd. effective April 1, 2008 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.2		Executive Employment Agreement between Vystar Corporation and William R. Doyle, dated November 11, 2008 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.3		Management Agreement dated January 31, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.4		Letter Agreement dated August 15, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.5		Addendum to Management Agreement dated February 29, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.6		Warrant Purchase Agreement dated January 31, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.7		Management Agreement dated April 30, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.8		Warrant Purchase Agreement dated April 30, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.9		Vystar Corporation 2004 Long-Term Compensation Plan, as amended (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.10		Employment Agreement between Vystar Corporation and Sandra Parker dated April 1, 2008 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.10*		Distributor Agreement among Vystar Corporation, Centrotrade Minerals & Metals, Inc. and Centrotrade Deutschland, GmbH dated January 6, 2009 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.11		Note agreement between Vystar Corporation and Climax Global Energy, Inc. dated August 15, 2008 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.12		Form of Investor Note (incorporated by reference to Vystar’s Current Report on Form 8-K dated March 11, 2011 and filed on March 15, 2011)

10.13		Promissory Grid Note dated April 29, 2011, in a principal amount of $800,000 from Vystar Corporation to CMA Investments, LLC (incorporated by reference to Vystar’s Current Report on Form 8-K dated April 29, 2011 and filed on May 2, 2011)

10.14

First Amendment to Agreement dated September 9, 2011, between Vystar Corporation, CMA Investments, LLC and Italia-Eire, LP, a Georgia limited partnership (incorporated by reference from Exhibit 10.14 to Vystar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 30, 2012)

10.15		Form of Securities Purchase Agreement dated May 2012 between Vystar and investors (incorporated by reference to Vystar’s Quarterly Report on Form 10-Q filed on August 10, 2012)

10.16		LLC Ownership Interest Purchase Agreement dated September 13, 2012, between Vystar and Mary Ailene Miller (incorporated by reference to Vystar’s Current Report on Form 8-K filed on September 19, 2012)

10.17		Second Amendment to Agreement dated November 2, 2012, among Vystar, CMA Investments, LLC and Italia – Eire LP (incorporated by reference to Vystar’s Quarterly Report on Form 10-Q filed on November 11, 2012)

10.18		LLC Ownership Interest Purchase Agreement dated June 28, 2013, between the Company and Michal Soo, M.D. (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2013)

10.19		Note Subscription Agreement dated June 28, 2013 between the Company and the Investors (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2013)

10.20		Form of Senior Secured Convertible Promissory Note dated June 30, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2013)

10.21		Form of Security Agreement dated July 1, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2013)

31***		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32***		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS***		XBRL Instance Document

101.SCH***		XBRL Taxonomy Extension Schema Document

101.CAL***		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***		XBRL Taxonomy Extension Label Linkbase Document

101.PRE***		XBRL Taxonomy Extension Presentation Linkbase Document

Some Exhibits have certain confidential information redacted pursuant to a request for confidential treatment.

Exhibits and schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of the omitted exhibits and schedules to the Securities and Exchange Commission upon its request. Confidential treatment has been requested as to a portion of this exhibit, which portion has been omitted and filed separately with the Securities and Exchange Commission.

***

Filed herewith.

ITEM 16.

FORM 10-K SUMMARY

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VYSTAR CORPORATION

Date: September 6, 2024	By:	/s/ Jamie Rotman
	Jamie Rotman
	Chairman, President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer) and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on September 6, 2024.

Signature		Title

/s/ Jamie Rotman		President, Chief Executive Officer, and Chief Financial Officer
Jamie Rotman

/s/ Joseph Allegra		Chairman of the Board of Directors
Joseph Allegra, PhD

/s/ Bryan Stone		Director
Bryan Stone, MD

/s/ Byron Novosad		Director
Byron Novosad, DDS

Principal Occupation During Last Five Years

Director

Since

Joseph C. Allegra, Jr., PhD

Joseph Allegra, PhD was elected Chairman of the Board on February 14, 2018 and has followed Vystar’s progress for numerous years and has assisted as an investment advisor and investor, providing insight into positioning the company to attract investors, particularly in the healthcare sector. He currently is an Instructor of Epidemiology and Biostatistics at the University of Georgia and an Investment Advisor at Lincoln Lee Investments in Atlanta. Previously he was a Senior Drug Safety Associate at Genentech. Dr. Allegra received his BA in Psychology from Boston University, and his Master of Public Health and Doctor of Philosophy degrees from the University of Georgia.

Jamie Rotman

Jamie Rotman was elected Chief Executive Officer and a Director of Vystar Corporation on December 21, 2023. She previously served as Vystar’s consulting controller from 2018 to 2019 and was actively involved in implementing its online sales program, along with bringing in distributors for RxAir. She recently worked at M. Pope & Co. as a Sales Associate and E-commerce Manager. She worked at Rotmans Furniture as their Efficiency Expert for many years. Ms. Rotman received her BA in Psychology from Northeastern University, and her Master of Business Administration degree from Clark University.