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EX-10.1 - Vystar Corpv220084_ex10-1.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported) 
April 22, 2011  
 
VYSTAR CORPORATION
(Exact name of registrant as specified in its charter)
 
Georgia
000-53754
20-2027731 
 (State or other jurisdiction (Commission  (IRS Employer 
 of incorporation) File Number)  Identification No.) 
                 
3235 Satellite Blvd., Building 400, Suite 290, Duluth GA
30096
(Address of principal executive offices)  (Zip Code) 
   
Registrant’s telephone number, including area code  
(770) 965-0383 
   
 
(Exact name of registrant as specified in its charter)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 2.04
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an off-Balance Sheet Arrangement
 
On April 22, 2011, counsel for Topping Lift Capital LLC (“Topping Lift”) informed our counsel that the Company was in default under the Company’s $3,000,000 Loan and Security Agreement dated March 11, 2011 (the “TL Facility”) as a result of noncompliance with certain financial covenants relating to gross profit margins and tangible net worth.
 
The TL Facility is secured by all assets of the Company.  As of the date hereof, the Company has not borrowed under the TL Facility.  If Topping Lift proceeded against the Company, it could be entitled to approximately $187,000 in fees that could be payable   over the term of the TL Facility.
 
On April 28, 2011, Topping Lift and the Company entered into a forbearance agreement pursuant to which Topping Lift agreed to forbear from proceeding against the Company as a result of the defaults and to extend the period of time for the Company to raise $400,000 of additional capital from April 30, 2011, to May 30, 2011.  Such forbearance agreement will terminate on May 20, 2011.  Topping Lift and the Company have agreed to negotiate an additional amendment to the TL Facility to modify certain financial covenants prior to May 20, 2011, which amendment will permanently waive the defaults.
 
9.01
Financial Statements and Exhibits
 
(d)           Exhibits
 
 
Exhibit No.
Description
 
 
10.1
Forbearance Agreement and First Amendment between Topping Lift Capital LLC and Vystar Corporation dated April 28, 2011.
 

 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 

 
 
VYSTAR CORPORATION
   
   
April 28, 2011
By:      /s/ Jack W. Callicutt
         Jack W. Callicutt
         Chief Financial Officer