UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to ________________
Commission
File Number
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices, Zip Code)
(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| NONE | NONE | NONE |
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.
☒ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ NO ☐
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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) YES ☐ NO
| Class | Outstanding as of May 12, 2026 | |
| Common Stock, $ par value per share | shares |
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
In addition to historical information, this Form 10-Q contains statements relating to our future results (including certain projections and business trends) that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the “safe harbor” created by those sections. The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included in this Quarterly Report on Form 10-Q (this “Report”). This Report contains certain forward-looking statements and the Company’s future operating results could differ materially from those discussed herein. Our disclosure and analysis included in this Report concerning our operations, cash flows and financial position, including, in particular, the likelihood of our success in expanding our business and raising debt and capital securities include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “estimate”, “may”, “project”, “will likely result”, and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to certain risks, uncertainties, and assumptions, including prevailing market conditions and are more fully described under “Part I, Item 1A - Risk Factors” of our Form 10-K for the year ended December 31, 2025. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other crucial factors, including those set forth in Item 1A - “Risk Factors” of our Form 10-K for the year ended December 31, 2025 may cause actual results to differ materially from those indicated by our forward-looking statements.
Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date of this filing. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. The Company undertakes no obligation to update or revise forward-looking statements.
All references to “we”, “us”, “our” or “Vystar” in this Quarterly Report on Form 10-Q mean Vystar Corporation, and affiliates.
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VYSTAR CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
INDEX
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VYSTAR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other | ||||||||
| Assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| 12,139 | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Related party stock subscription payable | ||||||||
| Stock subscription payable, net of related party | ||||||||
| Shareholder, convertible and contingently convertible notes payable and accrued interest - current maturities | ||||||||
| Related party debt - current maturities, net of debt discount | ||||||||
| Derivative liabilities | ||||||||
| Unearned revenue | ||||||||
| Related party advances | ||||||||
| Liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Stockholders’ deficit: | ||||||||
| Convertible preferred stock series class A, $ par value shares authorized; shares issued and outstanding at March 31, 2026 and December 31, 2025 (liquidation preference of $ | ||||||||
| Convertible preferred stock series B, $ par value shares authorized; shares issued and outstanding at March 31, 2026 and December 31, 2025, (liquidation preference of $ | ||||||||
| Convertible preferred stock series C, $ par value shares authorized; shares issued and outstanding at March 31, 2026 and December 31, 2025 (liquidation preference of $ | ||||||||
| Common stock, $ par value, shares authorized; shares issued at March 31, 2026 and December 31, 2025, and shares outstanding at March 31, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Common stock in treasury, at cost; shares | ( | ) | ( | ) | ||||
| Total Vystar stockholders’ deficit | ( | ) | ( | ) | ||||
| Noncontrolling interest | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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VYSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Share-based compensation | ||||||||
| Professional fees | ||||||||
| Advertising | ||||||||
| Rent | ||||||||
| Service charges | ||||||||
| Depreciation and amortization | ||||||||
| Other operating | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on settlement of debt, net | ( | ) | ||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Discontinued operations: | ||||||||
| Income (loss) from operations | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Net (income) loss attributable to noncontrolling interest | ||||||||
| Net loss attributable to Vystar | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share: | ||||||||
| Net loss from continuing operations | $ | ) | $ | ) | ||||
| Net loss from discontinued operations | $ | $ | ||||||
| Net loss attributable to noncontrolling interest | $ | $ | ||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average number of common shares outstanding | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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VYSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(Unaudited)
| Attributable to Vystar | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number | Number | Number | Number | Number | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| of | of | of | of | Additional | of | Vystar | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred | Preferred | Preferred | Preferred | Preferred | Preferred | Common | Common | Paid-in | Accumulated | Treasury | Treasury | Stockholders’ | Noncontrolling | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||||
| SharesA | Stock A | Shares B | Stock B | Shares C | Stock C | Shares | Stock | Capital | Deficit | Shares | Stock | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance December 31, 2025 | $ | | $ | | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance March 31, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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VYSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(Unaudited)
| Attributable to Vystar | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number | Number | Number | Number | Number | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| of | of | of | of | Additional | of | 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, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance March 31, 2025 | $ | | $ | | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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VYSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Share-based compensation | ||||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of debt discount | ||||||||
| Expenses paid directly by related party debt | ||||||||
| Loss on settlement of debt, net | ||||||||
| (Increase) decrease in assets: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ||||||||
| Prepaid expenses and other | ||||||||
| Increase (decrease) in liabilities: | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses and interest payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from related party advances | ||||||||
| Repayment of related party term debt | ( | ) | ||||||
| Repayment of related party advances | ( | ) | ||||||
| Advances from stock subscription payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ||||||||
| Cash - beginning of period | ||||||||
| Less: cash of discontinued operations | ( | ) | ( | ) | ||||
| Cash of continuing operations - end of period | $ | $ | ||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Non-cash transactions: | ||||||||
| Stock subscription payable issued for settlement of debt and accrued interest | $ | $ | ||||||
| Derivatives issued as a debt discount | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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VYSTAR CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS
Nature of Business
Vystar Corporation (“Vystar”, the “Company”, “we,” “us,” or “our”) is based in Worcester, Massachusetts. The Company uses patented technology to produce 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 Vytex® Natural Rubber Latex (“NRL”) currently being used primarily in toppers and in various bedding products. In addition, Vystar had 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.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain certain information included in the Company’s Annual Report and Form 10-K for the year ended December 31, 2025. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K.
The Company has evaluated subsequent events through the date of the filing of its Form 10-Q with the Securities and Exchange Commission. Other than those events disclosed in Note 17, 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 condensed 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 condensed consolidated financial statements. See Note 16 for further details.
Segment Reporting
Vystar
Corporation has
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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, 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 March 31, 2026 and are level 3 measurements. There have been no transfers between levels during the three months ended March 31, 2026.
Cash and Cash Equivalents
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.
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 credit losses 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. An allowance for credit losses was not needed at March 31, 2026 and December 31, 2025.
Inventories
Inventories include those costs directly attributable to the product before sale. Inventories consist primarily of finished goods of mattresses, RxAir purifier units and cartridges, foam toppers, pillows and bed in a box products 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 inventory on a regular basis. Appropriate consideration is given to obsolescence, slow-moving and other factors in evaluating net realizable values.
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Inventories, net consist of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Obsolescence reserve | ( | ) | ( | ) | ||||
| Total inventories, net | $ | $ | ||||||
Prepaid Expenses and Other
Prepaid
expenses and other include amounts related to prepaid expenses, which are expensed on a straight-line basis over the life of the underlying
expenditure, and other expenses. At March 31, 2026 and December 31, 2025, prepaid expenses and other primarily consisted of consulting
services related to future research and development for its RxAir division. These services totaled $
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
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.
Intangible Assets
Patents
represent legal and other fees associated with the registration of patents. The Company 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
The Company 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.
Tradename
and marketing related intangibles are carried at net realizable value and are being amortized on a straight-line basis over their estimated
useful lives, typically ranging from
Our intangible assets are reviewed for impairment annually or more frequently as warranted by events of changes in circumstances.
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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 condensed 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 condensed consolidated balance sheet, if material. During the three months ended March 31, 2026 and 2025, we did not recognize any impairment of our long-lived assets.
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
The Company 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.
The Company 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, the Company 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.
Unearned Revenue
Unearned revenue consists of customer advance payments. There were no changes to unearned revenue during the three months ended March 31, 2026 and 2025.
The Company presents basic and diluted loss per share. As the Company reported a net loss in the three months ended March 31, 2026 and 2025, common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and dilutive income per share were the same. Excluded from the computation of diluted income per share were options to purchase and shares of common stock for the three months ended March 31, 2026 and 2025, respectively, as their effect would be anti-dilutive. Warrants to purchase and shares of common stock for the three months ended March 31, 2026 and 2025, respectively, were also excluded from the computation of diluted income per share as their effect would be anti-dilutive. In addition, preferred stock convertible to and shares of common stock for the three months ended March 31, 2026 and 2025, respectively, were excluded from the computation of diluted income per share as their effect would be anti-dilutive. Both shareholder and Rotman Family contingently convertible notes for the three months ended March 31, 2026 and 2025 were also excluded from the computation of diluted loss per share as no contingencies were met.
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Revenues
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 March 31, 2026 and December 31, 2025, reserves for estimated sales returns totaled approximately
$
We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when the 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 condensed consolidated statements of operations.
Cost of Revenues
Cost of revenues 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 three months ended March 31, 2026 and 2025, Vystar’s research and development costs were not significant.
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Advertising Costs
Advertising
costs, which include digital and other media advertising, are expensed upon first showing. Advertising costs were approximately $
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. The Company 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 Company’s common stock on the date of grant. The Company 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
The Company remains subject to income tax examinations from Federal and state taxing jurisdictions for 2022 through 2025.
Concentration of Credit Risk
Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of accounts receivable. Credit concentration risk related to accounts receivable is mitigated as customer credit is checked prior to the sales.
Other Risks and Uncertainties
The Company 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
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes paid and additional income tax related disclosures, and is effective for the Company for annual fiscal periods beginning after December 31, 2024, and interim periods within fiscal years beginning after December 15, 2025. The Company has adopted ASU 2023-09 for the interim period retrospectively. Because the ASU affects disclosures only, the adoption did not affect the Company’s Condensed Consolidated Statements of Operations or Condensed Consolidated Balance Sheets.
| 13 |
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, the Company has incurred significant losses and experienced negative cash flow since inception. At March 31, 2026, the Company
had cash of $
A successful transition to attaining 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, increased revenue from RxAir air purification units, Vytex license fees and stock issuances to new and existing shareholders.
There can be no assurances the Company will be able to achieve projected levels of revenue in 2026 and beyond. If the Company is not able to achieve projected revenue and obtain alternate additional financing of equity or debt, the Company would need to significantly curtail or reorient operations during 2026, which could have a material adverse effect on the ability to achieve the business objectives, and as a result, may require the Company to file 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.
The Company’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 the Company’s products, services and competing technological developments; the Company’s ability to successfully acquire new customers and maintain a strong brand; and broader economic factors such as interest rates and changes in customer spending patterns. As the Company expands its activities and operations, cash requirements are expected to increase at a rate consistent with revenue growth after the Company has achieved sustained revenue generation.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment, net consists of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Tooling and testing equipment | $ | $ | ||||||
| Furniture, fixtures and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended March 31, 2026 and 2025 was $
| 14 |
NOTE 5 - INTANGIBLE ASSETS
Intangible assets consist of the following:
| Amortization | ||||||||||||
| March 31, | December 31, | Period | ||||||||||
| 2026 | 2025 | (in Years) | ||||||||||
| Amortized intangible assets: | ||||||||||||
| Patents | $ | $ | ||||||||||
| Proprietary technology | ||||||||||||
| Tradename and brand | ||||||||||||
| Total | ||||||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||||||
| Intangible assets, net | ||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||
| Trademarks | ||||||||||||
| Total intangible assets | $ | $ | ||||||||||
Amortization
expense for the three months ended March 31, 2026 and 2025 was $
Estimated future amortization expense for finite-lived intangible assets is as follows:
| Amount | ||||
| Remaining in 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE 6 - LEASES (DISCONTINUED OPERATIONS)
There
is one operating lease obligation remaining as of March 31, 2026,which is in arrears, totaling $
As of March 31, 2026, the Company does not have additional operating and finance leases that have not yet commenced.
| 15 |
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:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Shareholder, convertible and contingently convertible notes | $ | $ | ||||||
| Accrued interest | ||||||||
| Less: current maturities | ( | ) | ( | ) | ||||
| $ | $ | |||||||
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 $. The notes are (i) unsecured, (ii) bear interest at an annual rate of five percent (%) from date of issuance, and (iii) are convertible at Vystar’s option post April 19, 2018. All of these notes except one were settled in April 2022. The remaining note of $ is in default at March 31, 2026 and December 31, 2025.
During
the year ended December 31, 2021, the Company issued certain contingently convertible promissory notes in varying amounts to existing
shareholders which totaled $
In
January 2025, the Company offered two conversion options to the holders of the 2021 contingently convertible promissory notes. Shareholders
were given an opportunity to purchase additional shares of the Company’s common stock at a reduced cost of $ per share. For
those shareholders, their promissory notes would be converted for common stock at a price of $. For those shareholders who did not
purchase additional shares of the Company’s common stock, the conversion price would be $
In
summary, the notes were converted into shares of the Company’s common stock and a loss on the settlement of debt of $
Prior
to conversion in January 2025, the Company recorded accrued interest of $
| 16 |
Related Party Debt
The following table summarizes related party debt:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Rotman Family convertible notes | $ | $ | ||||||
| Rotman Family nonconvertible note | ||||||||
| Accrued interest | ||||||||
| Debt discount | ( | ) | ( | ) | ||||
| Less: current maturities | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Rotman Family Convertible Notes
On
August 17, 2021, the Company issued a contingently convertible promissory note totaling $
On
December 31, 2025, the Company entered into a term convertible promissory note with Blue Oar. The Company may borrow amounts up to $
The following table summarizes the Rotman Family Convertible Notes:
| Carrying Amount | ||||||||||||||
| March 31, | December 31, | |||||||||||||
| Issue Date | Principal Amount | 2026 | 2025 | |||||||||||
| Jamie Rotman | $ | $ | $ | |||||||||||
| Blue Oar | ||||||||||||||
| $ | ||||||||||||||
| Less: debt discount | ( | ) | ( | ) | ||||||||||
| Less: current maturities | ( | ) | ( | ) | ||||||||||
| $ | $ | |||||||||||||
Rotman Family Nonconvertible Note
In
connection with the acquisition of
| 17 |
The following table summarizes the Rotman Family Nonconvertible Note:
| Carrying Amount | ||||||||||||||
| March 31, | December 31, | |||||||||||||
| Issue Date | Principal Amount | 2026 | 2025 | |||||||||||
| Bernard Rotman | $ | $ | $ | |||||||||||
| NOTE 8 - | DERIVATIVE LIABILITIES |
With the issuance of a related party convertible note on June 1, 2024, the Company recorded a derivative liability for the redemption feature in the loan agreement. The Company analyzed the conversion features 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. The Company 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, the Company 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 condensed 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 condensed consolidated statement of operations and the associated fair value carrying amount on the consolidated balance sheet is adjusted by the change. The Company fair values the embedded derivative based on the discounted conversion rate of 50% of market rate.
The following table summarizes the derivative liabilities:
| Fair Value of Embedded Derivative Liabilities: | ||||
| Balance, December 31, 2025 | $ | |||
| Initial measurement of liabilities | ||||
| Balance, March 31, 2026 | $ | |||
| 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 shares of the Company’s
| 18 |
As
of March 31, 2026, the shares of outstanding preferred stock had undeclared dividends of approximately $
As
of December 31, 2025, the shares of outstanding preferred stock had undeclared dividends of approximately $
Series B Preferred Stock
On
April 11, 2022, the Company amended its Articles of Incorporation to add the terms of a
As
of March 31, 2026, the shares of outstanding preferred stock had undeclared dividends of approximately $
As
of December 31, 2025, the shares of outstanding preferred stock had undeclared dividends of approximately $
Series C Preferred Stock
On
July 8, 2022, the Company amended its Articles of Incorporation to add the terms of a
As
of March 31, 2026, the shares of outstanding preferred stock had undeclared dividends of approximately $
As
of December 31, 2025, the shares of outstanding preferred stock had undeclared dividends of approximately $
| 19 |
Common Stock and Warrants
During the three months ended March 31, 2026, there were 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 $
| Related Party | Other | Total | ||||||||||||||||||||||
| Amount | Shares | Amount | Shares | Amount | Shares | |||||||||||||||||||
| Balance, January 1, 2026 | $ | $ | $ | |||||||||||||||||||||
| Additions, net | ||||||||||||||||||||||||
| Issuances, net | ||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | |||||||||||||||||||||
During
the three months ended March 31, 2026, the Company received $
| NOTE 10 - | REVENUES |
The following table presents our revenues disaggregated by each major product category and service for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| % of | % of | |||||||||||||||
| Net Revenues | Net Revenues | Net Revenues | Net Revenues | |||||||||||||
| Air Purification Units | $ | $ | ||||||||||||||
| Mattresses and Toppers | ||||||||||||||||
| Royalties and other | ||||||||||||||||
| $ | $ | |||||||||||||||
| 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, the Company recorded $ and $ of share-based compensation for the three months ended March 31, 2026 and 2025, 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 share-based compensation of $ and $ at March 31, 2026 and December 31, 2025, respectively.
| 20 |
The Company used the Black-Scholes option pricing model to estimate the grant-date fair value of option and warrant awards:
| ● | Expected Dividend Yield - because the Company does not currently pay dividends, the expected dividend yield is zero; | |
| ● | Expected Volatility in Stock Price - volatility based on the Company’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 three months ended March 31, 2026 and 2025, there were share-based compensation expense related to employee and Board Members’ stock options. There is unrecognized compensation expense as of March 31, 2026 for non-vested share-based awards to be recognized over a period of less than one year.
Options
During 2004, the Board of Directors of Vystar adopted a stock option plan (the “Plan”) and authorized up to 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 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 March 31, 2026, there are 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 shares, which are all available as of March 31, 2026. In 2019, the Board of Directors adopted an additional stock option plan which provides for an additional shares, which are all available as of March 31, 2026. 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 years and are typically exercisable up to years.
There were options granted during the three months ended March 31, 2026 and 2025, respectively. Forfeitures are recognized as they occur.
| 21 |
| Weighted | ||||||||||||
| Weighted | Average | |||||||||||
| Average | Remaining | |||||||||||
| Number | Exercise | Contractual | ||||||||||
| of Shares | Price | Life (Years) | ||||||||||
| Outstanding, December 31, 2025 | $ | |||||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Cancelled | - | |||||||||||
| Expired | - | |||||||||||
| Outstanding, March 31, 2026 | $ | |||||||||||
| Exercisable, March 31, 2026 | $ | |||||||||||
As of March 31, 2026 and 2025, the aggregate intrinsic value of the Company’s outstanding options was minimal. The aggregate intrinsic value will change based on the fair market value of the Company’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.
The following table represents the Company’s warrant activity for the three months ended March 31, 2026:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Weighted | Remaining | ||||||||||||||
| Number | Average | Average | Contractual | |||||||||||||
| of Shares | Fair Value | Exercise Price | Life (Years) | |||||||||||||
| Outstanding, December 31, 2025 | $ | |||||||||||||||
| Granted | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| Expired | ( | ) | - | |||||||||||||
| Outstanding, March 31, 2026 | $ | |||||||||||||||
| Exercisable, March 31, 2026 | $ | |||||||||||||||
| 22 |
| NOTE 12 - | RELATED PARTY TRANSACTIONS |
Officers and Directors
Jamie Rotman
Jamie
Rotman was appointed as President of the Company effective December 21, 2023. She is the daughter of the Company’s former CEO,
Steven Rotman. 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 $
During
the three months ended March 31, 2026 and 2025, the Company expensed approximately $
Previously,
Jamie Rotman provided bookkeeping and management services to the Company through July 2019 through her entity, Designcenters.com (“Design”).
In exchange for such services, the Company had entered into a consulting agreement with the related party entity. As of March 31, 2026,
the Company had a stock subscription payable balance of $
Related Party Advances
During
the three months ended March 31, 2026, Ms. Rotman advanced the Company $
Blue Oar Consulting, Inc.
This entity is owned by Gregory Rotman, who is the brother of the Company’s CEO, Jamie 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 $
Bryan Stone
In May of 2019, the Company acquired the assets of Fluid Energy Conversion Inc. (“FEC”). FEC was owned by Dr. Bryan Stone, one of the Company’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.
In
addition, Dr. Stone receives a $ per unit commission for RxAir units sold to a specific customer. There were
| 23 |
Former Officer and Director
Steven Rotman
As
of March 31, 2026, the Company had a stock subscription payable balance of $
The Board of Directors authorized their board fees for 2021 be paid in common stock of the Company. Included in stock subscription payable at March 31, 2026 is shares valued at $, of which shares valued at $ is included in Steven Rotman’s balance above.
Related Party Advances
There
were no advances or expenses paid during the three months ended March 31, 2026. As of March 31, 2026, $
| 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 is currently one employment agreement in place with the CEO, Jamie Rotman. See compensation terms in Note 12.
During the three months ended March 31, 2026, 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
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.
| 24 |
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 $
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
$
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 $
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.
| 25 |
On June 13, 2024, Vystar has timely filed its notice of cross-appeal.
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.
On September 20, 2024, EMA filed its submissions, and Vystar thereafter has requested ninety-one days to file its opposition and cross-appeal. Thereafter the parties will submit final submissions for the appellate court to consider.
Both parties filed their final briefs in March 2025 with the Second Circuit Court of Appeals.
Subsequent
to the appellate decision affirmance of the District Court decision, on December 22, 2025, the District Court granted Vystar’s
motion for attorneys’ fees and costs awarding Vystar $
On May 6, 2026, the appeal was dismissed for EMA’s failure to file brief and appendix.
| NOTE 14 - | MAJOR CUSTOMERS AND VENDORS |
Major customers and vendors are defined as a customer or vendor from which the Company derives at least 10% of its revenue and cost of revenue, respectively.
During the three months ended March 31, 2026 and 2025, there were no major customers or vendors.
| NOTE 15 - | INCOME TAXES |
The Company adopted ASU 2023-09 to enhance the income taxes disclosures. 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:
| Three Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| $ | % | $ | % | |||||||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||||||||||
| U.S. Federal Statutory Tax Rate | ( | ) | % | ( | ) | % | ||||||||||
| Current State Income Taxes, Net of Federal Income Tax Effect | ( | ) | % | ( | ) | % | ||||||||||
| Nontaxable or nondeductible Items | ||||||||||||||||
| Derivative debt discount | - | % | - | % | ||||||||||||
| Other | % | % | ||||||||||||||
| Other Adjustments | ||||||||||||||||
| Share-based compensation | - | % | - | % | ||||||||||||
| Interest accrued to cash basis taxpayers | - | % | ( | ) | % | |||||||||||
| Amortization and depreciation | ( | ) | % | ( | ) | % | ||||||||||
| Change in reserves | ( | ) | % | ( | ) | % | ||||||||||
| Change in Valuation Allowance | - | % | - | % | ||||||||||||
| Total Income Tax Provision | % | % | ||||||||||||||
| 26 |
The Company’s deferred tax assets as of March 31, 2026 and December 31, 2025 are as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Net operating loss carryforwards (Federal) | $ | $ | ||||||
| Less valuation allowance | ( | ) | ( | ) | ||||
| 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,
For
federal income tax purposes, the Company has a net operating loss carryforward of approximately $
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.
The change in valuation allowance is as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Valuation allowance - beginning of period | $ | $ | ||||||
| Additions charged to income tax benefit | ||||||||
| Valuation allowance - end of period | $ | $ | ||||||
NOTE 16 - DISCONTINUED OPERATIONS
Rotmans closed its showroom on December 14, 2022. All activities related to the winding down of operations are reported as discontinued operations. The assets and liabilities have been reported in the condensed consolidated balance sheets as assets and liabilities of discontinued operations. There was no activity during the three months ended March 31, 2026 and 2025.
| 27 |
Details of the balance sheet items for discontinued operations are as follows:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other | ||||||||
| Total current assets | $ | $ | ||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Related party advances | ||||||||
| Operating lease liabilities - current maturities | ||||||||
| Total current liabilities | $ | $ | ||||||
| NOTE 17 - | SUBSEQUENT EVENTS |
On April 14, 2026, Vystar entered into a binding letter of intent (“LOI”) to acquire 50% of Capital R3alm, Inc. which include ownership of a software ecosystem and a percentage of Capital R3alm R3EQ tokens. In exchange, Capital R3alm will own 34% of Vystar by way of Series B preferred shares. The companies have agreed to equally manage the project. The companies have agreed to work jointly until the deal closing.
Capital R3alm, Inc. is developing a compliance-oriented Web3 financial ecosystem designed to bridge traditional finance and decentralized technologies. The R3alm platform is intended to span capital formation, tokenized assets, governance, trading infrastructure, treasury systems, investor access, identity, analytics, crowd funding platform and AI-powered financial intelligence layer, with R3EQ Token planned as the ecosystem’s equity-linked ownership-layer token.
R3alm is being developed as a unified ecosystem spanning capital formation, tokenized real-world assets, digital securities infrastructure, governance systems, trading and liquidity tools, treasury capabilities, identity and wallet functions, collectibles infrastructure, analytics, and AI-powered financial intelligence. The company’s vision is to create secure, transparent, and scalable financial products that expand investor access while supporting long-term market innovation.
The R3alm platform is designed to support multiple interconnected business lines and product layers, including digital capital formation, tokenized asset infrastructure, ecosystem governance, investor tools, treasury systems, and a broader network of applications intended to serve investors, issuers, developers, and enterprises operating in emerging digital financial markets. A key pillar of the ecosystem is R3EQ, the planned equity-linked digital share token for R3alm.
Blue
Oar has paid expenses on behalf of the Company totaling $
The Company has received $ in stock subscriptions through May 11, 2026. The Company will issue shares of its Series B preferred stock and shares of its common stock to the subscribers in 2026.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
OVERVIEW
This analysis of our results of operations should be read in conjunction with the accompanying financial statements. 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.
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 the U.S. Environmental Protection Agency (“EPA”) and U.S. Food and Drug Administration (“FDA”) certified laboratories, the RxAir has been proven to destroy greater than 99% of bacteria and viruses and reduce concentrations of odors and volatile organic compounds (“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.
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 the RX400™ FDA cleared Class II Filterless Air Purifier. Vystar also sells the ViraTech replacement cartridge for approximately 25,000 units that have been previously sold. The RX3000™ Commercial FDA cleared Class II Air Purifier, our largest unit, is currently not in production. We have produced a sample size of the RX800™ FDA cleared Class II Filterless Air Purifier and they are currently in the testing stage. We have a prototype for the RX300, which will be renamed RX600, and are exploring production options. The Company also hopes to have an even smaller unit designed during 2026 for automobiles and refrigerators with USB charging. Tariffs by the U.S. government may impact future production.
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. 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.
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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 program (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.
In July 2025, the Company unveiled a newly redesigned website, www.vytex.com, as part of a comprehensive brand refresh aimed at improving customer interaction and enhancing digital presence. This initiative aligns with our strategy to provide a more engaging and user-friendly experience for our customers.
About FEC
Vystar is looking to Fluid Energy as it moves forward in its quest for a cleaner and safer environment. The Company is planning to improve its air purifying by using the ultrasonic technology of Fluid Energy and combining it with its leading UV-C technology. The designs and prototypes are in development. This ultrasonic technology is applied into water products with the same goal. We have working prototypes for our water product targets that have tested beyond expectation for bacterial killing and flow metering. We will begin soon evaluating our ability to eradicate hard water pollution that fouls pools, fountains, and pumps. These products will move us toward living more safely and cleanly in our environment.
In May 2025, Vystar announced final testing for the RxAir prototype, integrating the cutting-edge Fluid Energy conversion technology with the Hughes Reactor. This advancement, developed by Dr. Bryan Stone, who serves on Vystar’s board, represents a significant leap in innovation for the Company. We expect testing to be completed by the end of 2026. Due to the fluctuations of tariffs by the U.S. government and cash flows, we expect production in late 2027.
Other Matters
We are monitoring current developments in trade policy and tariff actions by the U.S. government, including imports from China and baseline tariffs on most imports from most other countries. These tariffs could adversely impact our growth and cost of products sold.
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RESULTS OF OPERATIONS
Comparison of the Three Months Ended March 31, 2026 with the Three Months Ended March 31, 2025
| Three Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| CONSOLIDATED | ||||||||||||||||
| Revenues | $ | 6,147 | $ | 12,657 | $ | (6,510 | ) | -51.4 | % | |||||||
| Cost of revenues | 1,875 | 8,350 | (6,475 | ) | -77.5 | % | ||||||||||
| Gross profit | 4,272 | 4,307 | (35 | ) | -0.8 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Share-based compensation | 183,386 | 196,047 | (12,661 | ) | -6.5 | % | ||||||||||
| Professional fees | 58,534 | 99,651 | (41,117 | ) | -41.3 | % | ||||||||||
| Advertising | 1,400 | 867 | 533 | 61.5 | % | |||||||||||
| Rent | 11,394 | 10,722 | 672 | 6.3 | % | |||||||||||
| Depreciation and amortization | 14,706 | 18,627 | (3,921 | ) | -21.1 | % | ||||||||||
| Other operating | 10,930 | 15,194 | (4,264 | ) | -28.1 | % | ||||||||||
| Total operating expenses | 281,122 | 342,277 | (61,155 | ) | -17.9 | % | ||||||||||
| Loss from operations | (276,850 | ) | (337,970 | ) | 61,120 | -18.1 | % | |||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (87,929 | ) | (120,466 | ) | 32,537 | -27.0 | % | |||||||||
| Loss on settlement of debt, net | - | (79,846 | ) | 79,846 | 100.0 | % | ||||||||||
| Total other expense, net | (87,929 | ) | (200,312 | ) | 112,383 | -56.1 | % | |||||||||
| Net loss from continuing operations | (364,779 | ) | (538,282 | ) | 173,503 | -32.2 | % | |||||||||
| Discontinued operations: | ||||||||||||||||
| Loss from operations | - | - | - | 0.0 | % | |||||||||||
| Net loss | (364,779 | ) | (538,282 | ) | 173,503 | -32.2 | % | |||||||||
| Net loss attributable to noncontrolling interest | - | - | - | 0.0 | % | |||||||||||
| Net loss attributable to Vystar | $ | (364,779 | ) | $ | (538,282 | ) | $ | 173,503 | -32.2 | % | ||||||
Revenues
Revenues for the three months ended March 31, 2026 and 2025 were $6,147 and $12,657, respectively, for a decrease of $6,510 or 51.4%. The decrease in revenues was due in part to reduced channel sales. The Company will be reviewing its pricing and sales strategies in the second and third quarter of 2026.
The Company reported gross profit of $4,272 for the three-month period ended March 31, 2026 compared to gross profit of $4,307 for the three-month period ended March 31, 2025, a decrease of $35 or 0.8%.
Cost of revenues for the three months ended March 31, 2026 and 2025 was $1,875 and $8,350, respectively, a decrease of $6,475 or 77.5%. The decrease is primarily due to reduced channel costs.
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Operating Expenses
The Company’s operating expenses consist primarily of share-based compensation and other general and administrative costs, including professional fees related to accounting, finance, and legal services as well as rent and other operating expenses. The Company’s operating expenses were $281,122 and $342,277 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $61,155 or 17.9%. The net decrease was partly attributable to the decrease of legal fees of approximately $19,000.
Other Expense
Other expense for the three months ended March 31, 2026 and 2025 was $87,929 and $200,312, respectively, a decrease of $112,383 or 56.1%. The decrease was due to reduced amortization of debt discount on related party debt in 2026 and the nonrecurring loss on settlement of debt, net of $79,846 in 2025.
Discontinued Operations
There was no loss from discontinued operations for the three months ended March 31, 2026 and 2025.
Net Loss
Net loss was $364,779 and $538,282 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $173,503 or 32.2%. The overall decrease is attributable to reduced operating expenses and other expenses.
LIQUIDITY AND CAPITAL RESOURCES
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, we have incurred significant losses and experienced negative cash flow since inception. At March 31, 2026, the Company had cash of $9,907 and a deficit in working capital of approximately $7 million. Further, at March 31, 2026, the accumulated deficit amounted to approximately $61.7 million. 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.
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 growing existing product lines from RxAir air purifier sales and Vytex license fees. The Company will also raise capital with common stock subscription issuances and is exploring merger and acquisition opportunities.
There can be no assurances that we will be able to achieve projected levels of revenue in 2026 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 2026, 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 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.
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Sources and Uses of Cash
Net cash used in operating activities was $41,047 for the three months ended March 31, 2026 as compared to net cash used in operating activities of $86,042 for the three months ended March 31, 2025. During the three months ended March 31, 2026, cash used in operations was primarily due to the net loss offset non-cash related add-backs of share-based compensation expense, depreciation, and amortization.
There were no cash flows provided by investing activities for the three months ended March 31, 2026 and 2025.
Net cash provided by financing activities was $46,500 during the three months ended March 31, 2026, as compared to net cash provided by financing activities of $121,580 during the three months ended March 31, 2025. During the three months ended March 31, 2026, cash was provided by advances from stock subscription payable of $40,000 and proceeds from related party advances of $6,500. During the three months ended March 31, 2025, cash was provided by advances from stock subscription payable of $145,000 and used in the repayment of related party term debt of $14,626 and repayment of related party advances of $8,794.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that may be reasonably likely to have a current or future material effect on our financial condition, liquidity, or results of operations.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; product development, introduction and acceptance; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
None
| ITEM 4. | 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 period ended March 31, 2026 and subsequent to period 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 Quarterly Report and is working on improving controls with an outside CPA firm and internal resources.
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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 March 31, 2026, 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 March 31, 2026. Such conclusion was reached based on the following material weaknesses noted by management:
| a) | The Company does not have sufficient segregation of duties within the accounting department 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. | |
| f) | Lack of controls over identification, valuation and bifurcation of embedded features in debt instruments. |
Management expects to strengthen internal control during 2026 by developing stronger business and financial processes for accounting for transactions, which will enhance internal control for the Company.
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PART II. OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
The Company is subject to legal proceedings and claims that have not been fully resolved and have arisen in the ordinary course of business. See the discussion of pending legal proceedings in Note 14 of the Notes to Condensed Consolidated Financial Statements.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
The Company received stock subscriptions totaling $40,000 for 1,750 shares of its preferred stock series B stock to be issued in 2026. The proceeds were used to assist with working capital.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable
| ITEM 5. | OTHER INFORMATION |
None
| ITEM 6. | EXHIBITS |
Exhibit Index
| Number | Description | |
| 31.1 * | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 * | 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 | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
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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: May 12, 2026 | By: | /s/ Jamie Rotman |
| Jamie Rotman | ||
| President, Chief Executive Officer, Chief Financial Officer and Director | ||
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