| Item
5.03 | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On
February 25, 2022, the Board authorized the 10% Series B Preferred Stock, and set aside 1,000,000 shares for 10% Series B Preferred Stock.
On June 30, 2022 the number of shares set aside for 10% Series B Preferred Stock was increased to 2,500,000. The 10% Series B Preferred
Stock includes a liquidation preference of $7.00 per share, subject to adjustment pursuant to any stock dividends and stock splits, and
each share of 10% Series B Preferred Stock has a right to vote 1,000 common stock shares (subject to adjustment upon the Reverse Stock
Split described below). Holders have a right to convert each share of 10% Series B Preferred Stock to 1,000 shares (subject to adjustment
upon the Reverse Stock Split described below). The Company currently has 370,969 shares of 10% Series B Preferred Stock issued and outstanding,
which was issued to pay off approximately $2,339,457 in debt and convertible debt.
On
June 30, 2022, the Board authorized the 10% Series C Preferred Stock, and set aside 2,500,000 shares for 10% Series C Preferred Stock.
The 10% Series C Preferred Stock includes a liquidation preference of $2.61 per share, subject to adjustment pursuant to any stock dividends
and stock splits, and each share of 10% Series C Preferred Stock has a right to vote 1,000 common stock shares (subject to adjustment
upon the Reverse Stock Split described below). Holders have a right to convert each share of 10% Series C Preferred Stock to 1,000 shares
(subject to adjustment upon the Reverse Stock Split described below). The Company currently has 1,917,973 shares of 10% Series C Preferred
Stock issued and outstanding, of which 1,885,407 were issued to pay off approximately $5,014,992 in debt and convertible
debt.
On
July 26, 2022, shareholders representing 59.75% of the voting capital stock authorized a 100:1 reverse stock split (the “Reverse
Stock Split”). On July 26, 2022, shareholders representing 59.75% of the voting capital stock authorized an increase of common
shares to 520 million after giving effect to the Reverse Stock Split. The Company filed an amendment with the Secretary of State of the
State of Georgia with respect to the Reverse Stock Split on August 26, 2022, and an amendment with respect to the increase in authorized
shares of common stock on August 26, 2022, and FINRA processed the Reverse Stock Split on December 9, 2022.
With
respect to the Reverse Stock Split, every 100 shares of issued and outstanding Common Stock were automatically combined into one issued
and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of
the Reverse Stock Split, and any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up. The
Reverse Stock Split reduced the number of shares of Common Stock outstanding from approximately 1,294,125,560 to 12,941,312 shares.
As
a result of the Reverse Stock Split, the number of authorized shares decreased from 1,515,000,000 to 15,150,000, of which 15 million
was classified for Common Stock and 150,000 for Preferred Stock. However, immediately after the Reverse Stock Split, the shareholders
voted to increase the authorized shares of stock to 520,000,000, of which 500 million is reserved for Common Stock and 20 million shall
is reserved for Preferred Stock.
The
Common Stock is trading on a Reverse Stock Split adjusted based on December 9, 2022. The trading Symbol of the Common Stock remains VYST.
The new CUSIP number for the Common Stock following the Reverse Stock Split is 92927N106.
The
complete Articles of Incorporation, as amended, is attached hereto as Exhibit 3.1.