Current Report Filing (8-k)
May 10 2018 - 7:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
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CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
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May 7, 2018
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VYSTAR
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Georgia
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000-53754
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20-2027731
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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101 Aylesbury Rd.
Worcester, MA 01609
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(Address
of principal executive offices)
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(508)
791-9114
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report.)
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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):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
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).
☐ Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01
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Entry into a Material Definitive Agreement
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Effective May 7, 2018,
nine (9) shareholders of Vystar Corporation, a Georgia corporation (the “Company”), consented to the Company’s
purchase of substantially all the assets of UV Flu Technologies, Inc., a Nevada corporation (“UV Flu”). The consents
were submitted pursuant to Rule 14(a)-2(b) (2) promulgated under the Securities and Exchange Act of 1934, as amended. Such Rule
provides that other than certain proxy solicitation rules which were either complied with or were otherwise not applicable to the
consents submitted to the Company, the proxy solicitation rules set forth in SEC Regulation 14A do not apply to “[any] solicitation
made otherwise than on behalf of the registrant where the total number of persons being solicited is not more than ten.”
The Company has been presented with written consents which include (a) an approved form of Asset Purchase Agreement between the
Company and UV Flu with respect to the purchase of substantially all the assets of UV Flu. The Common Stock held by the consenting
shareholders totaled 118,211,379 shares or approximately 52.8% of the total outstanding shares of Common Stock of the Company.
Pursuant to the Asset Purchase
Agreement, the purchase of substantially all assets of UV Flu was consummated on May 10, 2018. Vystar acquired all UV Flu intellectual
property & multiple patents, product lines, tooling, FDA clearances, research data, websites and other assets related to the
business for the purchase price of $975K or 27,918,000 shares of Vystar restricted common stock which may not be assigned or sold
by UV Flu for twelve months. With the exchange of Vystar shares for UV Flu shares, Vystar will welcome UV Flu’s approximately
1,000 shareholders to the Vystar family. Vystar will continue production of UV Flu product lines with BOI, a world-class manufacturer.
Vystar anticipates it will take 45 days to complete manufacture of the next orders of air purifier units and another 45 days to
relaunch sales with a new, more robust distribution model. Vystar plans to sell RxAir residential units via online and retail channels.
Vystar is assembling the
distribution network to relaunch sales of UV400 and Rx3000 units to the healthcare and medical markets, which UV Flu had ceased
due to sales force, distribution and cash flow constraints. Once production and sales are firmly re-established, Vystar expects
that the air purification products will produce margins of approximately 75%.
All shares of restricted
Common Stock issued to UV Flu at closing will be held for a minimum of one year before distribution of such shares to the UV Flu
shareholders and will be voted consistent with the vote of the Company’s other shareholders until such distribution.
Item
1.02
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Termination of a Material Definitive Agreement
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Effective May 8, 2018,
the Company paid all of its long term convertible indebtedness totaling $1,134,225 (including accrued interest) through the issuance
of a total of 27,918,000 million restricted shares of its common stock.
Item
2.01
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Completion of Acquisition or Disposition of Assets
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The disclosure above
under Item 1.01 is incorporated by reference into this Item 2.01.
Item
3.02
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Unregistered Sales of Equity Securities
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The disclosures in
Items 1.01 and 1.02 are incorporated by reference into this Item 3.02. The shares of Common Stock issued to (a) the holders of
the convertible indebtedness, and (2) UV Flu, were issued as exempt transactions under Section 4(2) of the Securities Act of 1933
and Regulation D promulgated thereunder.
Item
9.01
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Financial Statement and Exhibits.
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a.
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Financial Statements of Businesses Acquired
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To the extent required, the Company will file by amendment to this Current Report on Form 8-K the historical financial information provided by this Item 9.01(a) within 71 days of the date on which this Current Report on Form 8-K is required to be filed.
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b.
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Pro Forma Financial Information
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To the extent required, the Company will file by amendment to this Current Report on Form 8-K the pro forma financial information provided by this Item 9.01(b) within 71 days of the date on which this Current Report on Form 8-K is required to be filed.
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c.
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Exhibits
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10.1
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Asset Purchase Agreement dated effective May 7, 2018 between UV Flu Technologies, Inc.
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99.1
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Press Releases dated May 8 and 10, 2018
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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.
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VYSTAR
CORPORATION
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By:
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/s/
Steven Rotman
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Steven Rotman
President, Chief Executive Officer and
Chief
Financial Officer
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Date:
May 10, 2018
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