v3.26.1
STOCKHOLDERS’ DEFICIT
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

 

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 March 31, 2026 and December 31, 2025, the liquidation preference totals approximately $199,000 and $196,000, respectively.

 

 

As of March 31, 2026, the 8,698 shares of outstanding preferred stock had undeclared dividends of approximately $112,000 and could be converted into 38,819 shares of common stock, at the option of the holder, contingent upon payment of Blue Oar’s loan obligation in full. Refer to Note 7 for more information.

 

As of December 31, 2025, the 8,698 shares of outstanding preferred stock had undeclared dividends of approximately $109,000 and could be converted into 38,399 shares of common stock, at the option of the holder, contingent upon payment of Blue Oar’s loan obligation in full.

 

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 is 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 March 31, 2026 and December 31, 2025, the liquidation preference totals approximately $3,076,000 and $3,020,000, respectively.

 

As of March 31, 2026, the 321,083 shares of outstanding preferred stock had undeclared dividends of approximately $828,000 and could be converted into 4,393,999 shares of common stock, at the option of the holder, contingent upon payment of Blue Oar’s loan obligation in full. Refer to Note 7 for more information.

 

As of December 31, 2025, the 321,083 shares of outstanding preferred stock had undeclared dividends of approximately $773,000 and could be converted into 4,314,828 shares of common stock, at the option of the holder, contingent upon payment of Blue Oar’s loan obligation in full.

 

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 is 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 March 31, 2026 and December 31, 2025, the liquidation preference totals approximately $6,859,000 and $6,736,000, respectively.

 

As of March 31, 2026, the 1,917,973 shares of outstanding preferred stock had undeclared dividends of approximately $1,853,000 and could be converted into 26,280,119 shares of common stock, at the option of the holder, contingent upon payment of Blue Oar’s loan obligation in full. Refer to Note 7 for more information.

 

As of December 31, 2025, the 1,917,973 shares of outstanding preferred stock had undeclared dividends of approximately $1,730,000 and could be converted into 25,807,195 shares of common stock, at the option of the holder, contingent upon payment of Blue Oar’s loan obligation in full.

 

 

Common Stock and Warrants

 

During the three months ended March 31, 2026, there were no common stock subscription agreements or warrants offered. Included in stock subscription payable are common stock shares earned through share-based compensation agreements with related parties. Please refer to Note 12.

 

Stock Subscription Payable

 

At March 31, 2026 and December 31, 2025, the Company recorded $3,348,070 and $3,124,684, respectively, of stock subscription payable related to common and preferred stock to be issued. The following summarizes the activity of stock subscription payable during the period ended March 31, 2026:

 

   Related Party   Other   Total 
   Amount   Shares   Amount   Shares   Amount   Shares 
                         
Balance, January 1, 2026  $2,566,036    196,800,039   $558,648    11,289,773   $3,124,684    208,089,812 
Additions, net   183,386    2,924,038    40,000    1,750    223,386    2,925,788 
Issuances, net   -    -    -    -    -    - 
                               
Balance, March 31, 2026  $2,749,422    199,724,077   $598,648    11,291,523   $3,348,070    211,015,600 

 

During the three months ended March 31, 2026, the Company received $40,000 under a preferred stock agreement for 1,750 shares of Series B preferred stock. As of March 31, 2026, there are 211,013,850 shares of common stock and 1,750 shares of preferred stock to be issued.