Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 4, 2020




(Exact Name of Registrant as Specified in Charter)





(State or Other Jurisdiction

of Incorporation



File Number)


(IRS Employer

Identification No.)


725 Southbridge St

Worcester, MA




(Address of Principal Executive Offices)       (Zip Code)


Registrant’s telephone number, including area code: (508) 791-9114



(Former Name or Former Address, if Changed Since Last Report)


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


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 1.02 Termination of a Material Definitive Agreement


On February 24, 2020, Vystar and Rotmans had entered into an agreement with Libertas Funding LLC to sell future receipts totaling $1,089,000 for a purchase price of $825,000. The Libertas funding has been paid off with no further obligation effective September 4, 2020.


Item 2.03 Creation of a Direct Financial Obligation or an obligation under an Off-Balance Sheet Arrangement of a Registrant


On October 7, 2020, the Company entered into a $630,000 promissory note for a loan made by the President of the Company, Steven Rotman, at 5% note payable at maturity no later than July 1, 2021.


Item 3.02 Unregistered Sales of Equity Securities


Payoff of $500,000 Loan. In 2018, certain investors borrowed $100,000 each from Fidelity Bank under a $500,000 revolving line of credit and the investors had used the proceeds to loan $500,000 to the Company. In lieu of repayment of principal and interest, the Company accepted subscriptions of 41,250,000 shares of common stock at $.016 per share on September 17, 2020. The shares are restricted pursuant to Section 4(2) of the Securities Act.






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.


Date: October 9, 2020 By: /s/ Steven Rotman  
  Name: Steven Rotman
  Title: President/Chief Executive Officer



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