SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
of Report (Date of earliest event reported): July 10, 2018
name of registrant as specified in its charter)|
or other jurisdiction of incorporation)
Employer Identification No.)|
101 Aylesbury Rd.
Worcester, MA 01609
of principal executive offices)
telephone number, including area code)
name or former address, if changed since last report.)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
||Entry into a Material Definitive Agreement.|
Vystar Corporation (the “Company”) entered into a Loan
Payoff and Share Payment Agreement (the “Agreement”) on July 10, 2018. The Company had borrowed approximately $1,500,000
(the “Company Loan”) from CMA Investments, LLC (a related party) (the “Lender”) pursuant to several promissory
notes. The Lender made the loans by using proceeds from a loan through Atlantic Capital Bank (the “ACB Loan”). In lieu
of cash, the Company has paid the Lender 15,000,000 shares of restricted common stock (the “Shares”), which based on
closing price on June 10, 2018 of $0.034 is equal to $510,000, provided that the Company continue to pay interest on the ACB Loan
on Lender’s behalf for a six-month period. The certificate representing the Shares will be delivered to an escrow agent.
After six months, the Escrow Agent is authorized to sell the Shares at a price of no less than $0.035 per share with a targeted
date to complete sales of July 1, 2022. The Company shall be required to pay any shortfall between the proceeds Lender receives
on the sale of the Shares and the total principal outstanding on the Company Loan at the settlement date. In the event of a surplus,
the Company shall be authorized to repurchase the remaining Shares at par value. The Agreement is attached hereto as Exhibit 10.1.
||Unregistered Sale of Equity Securities.|
The description set forth in Item 1.01 is
incorporated herein by reference.
|| Loan Payoff and Share Payment Agreement dated July 10, 2018|
|| Press Release|
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.
July 12, 2018
||President/Chief Executive Officer|