Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ☐ No ~~[ ]~~ ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company, “and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ~~[ ]~~☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

As of June 30, ~~2020,~~2022, the aggregate market value of shares held by non-affiliates of the registrant (based upon the closing sale price of such shares on the OTC Market on June 30, ~~2020)~~2022) was ~~$22,178,492.~~$5,318,338. See Item 12.

As of ~~April 15, 2021,~~October 9, 2023, there were ~~1,264,072,966~~12,942,592 shares of the registrant’s common stock ~~outstanding and 8,698 shares of the registrants Series A preferred stock.~~outstanding.

Certain oral and written statements made by Vystar Corporation about future events and expectations, including statements in this Annual Report on Form 10-K (the “Report”) contain forward-looking statements, within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”), that involve risks and uncertainties. For those statements, we claim the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Act of 1995. In some cases, forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and similar expressions. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Report or the statement. All of these forward-looking statements are based on information available to us at this time, and we assume no obligation to update any of these statements. Actual results could differ from those projected in these forward-looking statements as a result of many factors, including those identified in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere. We urge you to review and consider the various disclosures made by us in this Report, and those detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), that attempt to advise you of the risks and factors that may affect our future results. We qualify any forward-looking statements entirely by these cautionary factors.

The above-mentioned risk factors are not all-inclusive. Given these uncertainties and that such statements, speak only as of the date made; you should not place undue reliance on forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Vystar Corporation (“Vystar”, the “Company”, “we,” “us,” or “our”) is based in Worcester, Massachusetts. The Company uses patented technology to produce a line of innovative air purifiers, which destroy viruses and bacteria through the use of ultraviolet light. In addition, Vystar manufactures and sells reduced allergen natural rubber latex used primarily in various bedding products.

Vystar has a majority ownership in Murida Furniture Co., Inc. dba Rotmans Furniture, formerly one of the largest independent furniture stores in the U.S.

In May of 2018, Vystar acquired substantially all of the assets of UV Flu Technologies, Inc. (formerly traded on the OTC under the ticker UVFT), whose patented ViraTech™ UV light air purification technology destroys greater than 99% of airborne bacteria, viruses and other microorganisms and virtually eliminates concentrations of odors and volatile organic compounds ~~(VOCs)~~(“VOCs”) and created the RxAir division.

RxAir promotes a healthy lifestyle improving the quality of life of each and every customer. Independently tested by ~~EPA-~~the U.S. Environmental Protection Agency (“EPA”) and FDA-certified laboratories, the RxAir has been proven to destroy greater than 99% of bacteria and viruses and reduce concentrations of odors and ~~Volatile Organic Compounds (“VOCs”).~~VOCs. The RxAir uses high-intensity germicidal UV lamps that destroy bacteria and viruses instead of just trapping them, setting it apart from ordinary air filtration units. RxAir units are sold online at www.RxAir.com and are available through multiple third-party distributors. RxAir® and ViraTech ® are registered trademarks of Vystar Corporation.

Vystar is the exclusive creator of Vytex Natural Rubber Latex ~~(NRL)~~(“NRL”), a multi-patented, all-natural, raw material that contains significantly reduced levels of the proteins found in natural rubber latex and can be used in over 40,000 products. Vytex NRL is a 100% renewable resource, environmentally safe, “green” and fully biodegradable. Vystar is working with manufacturers across a broad range of consumer and medical products bringing Vytex NRL to market in adhesives, gloves, balloons, condoms, other medical devices and natural rubber latex foam mattresses, toppers, and pillows.

In April of 2018, Vystar acquired the assets of NHS Holdings, LLC (“NHS”) to move into direct product offerings made from Vytex® latex. NHS was the exclusive U.S. distributor of Vystar’s Vytex® natural rubber latex foam to manufacturers for use in over 200 home furnishings products, including mattresses, toppers, pillows and upholstery, sold through multiple channels.

In May of 2019, Vystar acquired the assets of Fluid Energy Conversion Inc. (“FEC”), primarily consisting of its patent on the Hughes Reactor, which has the ability to control, enhance, and focus energy in flowing liquids and gases. Vystar intends to use this technology to enhance the effectiveness of Vystar’s RxAir purification system to destroy airborne pathogens while decreasing the cost and size of Vystar’s RxAir units.

In July of 2019, Vystar acquired 58% of the outstanding shares of common stock of Murida Furniture Co., Inc. dba Rotmans Furniture (“Rotmans”), formerly one of the largest independent furniture retailers in the U.S. Rotmans ~~sells~~sold a broad line of residential furniture and decorative accessories and ~~serves~~served customers throughout the New England region. The acquisition enabled Vystar to capitalize on the infrastructure already in place at Rotmans for accounting, retail sales facilities and staff, customer service, warehousing, and delivery. ~~In addition,~~ Rotmans ~~offers significant marketing and advertising opportunities for all~~closed its showroom at the end of ~~Vystar’s brands to Rotmans’ thousands of existing customers.~~2022.

In December of 2020, Vystar selected Corrie MacColl Limited, a subsidiary of global natural rubber supply chain manager Halcyon Agri, as its exclusive global partner for all aspects of product market development and distribution of patented Vytex deproteinized latex.

The residential air purification market is a highly fragmented competitive business. Vystar competes with a large number of companies on many factors including price, quality, innovation, reputation, distribution and promotion.

Rotmans closed in December 2022. The retail sale of home furnishings is a highly competitive business. There has been growth in the e-commerce channel both from internet only retailers and those with a brick-and-mortar presence. We also ~~compete~~competed with numerous individual retail stores as well as chains in our immediate geographic area. Mass merchants and certain department stores also have limited furniture product offerings.

Synthetic raw materials such as ethylene, propylene, styrene and butadiene compete with NRL. Currently, it is estimated that NRL processors have lost one-half of the overall latex market to synthetic latex. Despite the switch to non-latex alternatives, it is estimated that almost 70% of exam gloves and nearly 80% of surgical gloves used in U.S. hospitals are still made with NRL.

~~The Company~~Vystar currently holds a portfolio of patents and trademarks in the U.S. and other various foreign countries. No assurance can be given that such patent and trademark protection will provide substantial protection from competition. We are committed to aggressively challenging any infringements of our patents and/or trademarks.

We are not subject to direct governmental regulation other than the laws and regulations generally applicable to businesses in the domestic and foreign jurisdictions in which we operate.

Our RxAir400 product was cleared by the FDA as a Class II medical device in November 2008. FDA clearance to sell our product as a Class II medical device provides invaluable credibility in the marketplace. By granting a listing, the FDA indicates it has reviewed all aspects of a product, including efficacy of the technology, independent test results and product safety to ensure that the product complies with our claims. Few air purification products are listed by the FDA, and it is extremely important that we expend the resources necessary to maintain this listing as a Class II medical device with the FDA.

Our business is affected by traditional retail seasonality, advertising and promotion programs and general economic trends.

As of December 31, ~~2020,~~2022, Vystar had one employee, Steven Rotman, CEO. Rotmans had 634 full-time ~~and 20 part-time~~ employees. None of the employees are represented by a labor organization or a party to any collective bargaining arrangement.

Vystar Corporation is a Georgia corporation that was incorporated in 2003. Our predecessor company, Vystar LLC, was formed by our founder, Travis Honeycutt, in February 2000 as a Georgia limited liability company. Our corporate office is located at 725 Southbridge Street, Worcester, Massachusetts 01610. Our website address is www.vystarcorp.com.

The information contained on, or that can be accessed through, our website is not a part of this Report. We have links on our website to reports, information statements, and other information that we file electronically with the Securities and Exchange Commission, or SEC, at the Internet website maintained by the SEC, www.sec.gov. In addition to visiting our website and the SEC’s website, you may read and copy public reports we file with or furnish to the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Our business is subject to a number of risks and uncertainties — many of which are beyond our control — that may cause our actual operating results or financial performance to be materially different from our expectations. If one or more of the events discussed below were to occur, actual outcomes could differ materially from those expressed in or implied by any forward-looking statements we make in this report or our other filings with the SEC, and our business, financial condition, results of operations or liquidity could be materially adversely affected; furthermore, the trading price of our common stock could decline and our shareholders could lose all or part of their investment.

Vystar presently does not generate the cash needed to finance its current and anticipated operations.

The Company is still in the early stage of establishing our business including attracting new customers and increasing sales. Our financial success will be dependent upon the soundness of our business concept, our management’s ability to successfully and profitably execute our plan, and our ability to raise additional capital.

Our limited operating history makes it difficult to evaluate our business. We expect to make significant future operating expenditures to develop and expand our business into areas such as OEM product lines and offerings in the mattress and furniture arenas. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this Report, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, we may not be able to achieve or maintain profitability, and we may incur significant losses for the foreseeable future. See additional discussion under Liquidity and Capital Resources.

At December 31, ~~2020~~2022 our cash position was ~~$620,539~~$12,274 and we had an accumulated deficit of ~~$48,713,184.~~$55,386,668. We plan to finance our operations for the next twelve (12) months through the use of cash on hand, ~~funds afforded by second round of the Paycheck Protection Program,~~ raising capital through private placement and increased sales from RxAir products by exploring sales partnerships with third-party wholesalers and retailers. ~~The Company is also evaluating adopting a consignment-based sales model at Rotmans.~~ You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, have not generated net earnings on an annual basis. Various factors, such as economic conditions, regulatory and legislative considerations, and competition, may also impede our ability to expand our market presence. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate positive cash flows or profits we anticipate in the future.

We face significant competition from multinational and regional manufacturers.

The growing air purification market is highly competitive with companies offering wide range of air purifiers sold through e-commerce websites, company-owned websites, retailer and their websites and distributors. Market ~~particpants~~participants compete on product performance, quality, price and reputation.

We are dependent upon the ability of our third-party producers to meet our requirements.

We source our products from non-exclusive, third-party producers, many of which are located in foreign countries. We depend upon the ability of third-party producers to secure a sufficient supply of raw materials, a skilled workforce, adequately finance the production of goods ordered and maintain sufficient ~~maufacturing~~manufacturing and shipping capacity. We cannot be certain that we will not experience operational difficulties with our manufacturers, such as insufficient quality control, failures to meet production deadlines or increases in manufacturing costs.

~~We face a volatile retail environment and changing economic conditions that may further adversely affect consumer demand and spending.~~

Historically, the home furnishings industry has been subject to cyclical variations in the general economy and to uncertainty regarding future economic prospects. Should the current economic recovery falter or the current recovery in housing starts stall, consumer confidence and demand for home furnishings could deteriorate which could adversely affect our business.

~~Our retail store faces significant competition from national, regional and local retailers of home furnishings, including increasing on-line competition via the internet.~~

The retail market for home furnishings is highly fragmented and intensely competitive. We currently compete against a diverse group of retailers, including mass merchants, national department stores, regional or independent specialty stores, and dedicated franchises of furniture manufacturers. We also compete with retailers that market products through store catalogs and the internet. In addition, there are few barriers to entry into our current and contemplated markets, and new competitors may enter our current or future markets at any time. We have also seen increasing competition from retailers offering consumers the ability to purchase home furnishings via the internet for home delivery, and this trend is expected to continue. Our existing competitors or new entrants into our industry may use a number of different strategies to compete against us, including aggressive advertising, pricing and marketing, extension of credit to customers on terms more favorable than we offer, and expansion into markets where we currently operate.

Competition from any of these sources could cause us to lose market share, revenues and customers, increase expenditures or reduce prices, any of which could have a material adverse effect on our results of operations.

~~Failure to successfully anticipate or respond to changes in consumer tastes and trends in a timely manner could adversely impact our business, operating results and financial condition.~~

Sales of our furniture are dependent upon consumer acceptance of specific designs, styles, quality and price. As with all retailers, our business is susceptible to changes in consumer tastes and trends. We attempt to monitor changes in consumer tastes and home design trends through communication with our design consultants who provide valuable input on consumer tendencies. However, such tastes and trends can change rapidly and any delay or failure to anticipate or respond to changing consumer tastes and trends in a timely manner could adversely impact our business, operating results and financial condition. In addition, certain suppliers may require extensive advance notice of our requirements in order to produce products in the quantities we desire. This long lead time may require us to place orders far in advance of the time when certain products will be offered for sale, thereby exposing us to risks relating to shifts in consumer demand and trends, and any downturn in the U.S. economy.

Our Vytex operating results could fluctuate and differ considerably from our financial forecasts.

Our business model is based on ~~assumptions~~experience derived from ~~(i)~~ the ~~experience of the principals of the Company, and (ii) third party market information and analysis.~~marketplace. There are no assurances that ~~these assumptions~~this experience will prove to be valid for our future operations or plans.

Our operating results may fluctuate significantly as a result of a variety of factors, including:

Our Vytex NRL business is totally dependent on market demand for, and acceptance of, the Vytex Natural Rubber Latex process.

We expect to derive most of our Vytex NRL business revenue from the sales of our Vytex Natural Rubber Latex raw material to various manufacturers of rubber and rubber end products using NRL through our distribution agreement with ~~Centrotrade Deutschland.~~CMC Global. We pay natural rubber latex processors a fee for the service of manufacturing and creating Vytex NRL for us under our ~~toll~~ manufacturing and distribution agreements. Conversely, Vystar collects a fee under the ~~Centrotrade and Occidente (PICA)~~CMC Global licensing ~~models.~~model. Our Vytex NRL product operates within broad, diverse and rapidly changing markets. As a result, widespread acceptance and use of product is critical to our future growth and success. If the market for our product fails to grow or grows more slowly than we currently anticipate, demand for our product could be negatively affected.

Our ability to generate significant revenue in the Vytex business is substantially dependent upon the willingness of consumers to make discretionary purchases and the willingness of manufacturers to utilize capital for research and development and the retooling of their manufacturing process, both of which are impacted by the state of the economy.

The current state of the world economy has and likely will in the future impact upon our ability to increase revenue. Certain products that we anticipate will be manufactured with our Vystar NRL process, such as mattresses and sponge products, are considered discretionary consumer purchases which decline during economic downturns. Additionally, certain manufacturers who might otherwise utilize the Vytex NRL process in the manufacturing of products with NRL have determined not to expend capital to complete the research of the Vytex NRL process or to retool their manufacturing process because of the general downturn in the economy. As part of a strategy to increase awareness of the Vytex NRL brand, the Company has been aggressively seeking to have end products produced and labeled “made with Vytex NRL” such as mattresses, toppers and pillows. As these products enter the market, the Company plans to create consumer awareness of these end products and in so doing begin to develop consumer demand pull through as part of the Company’s efforts to complete the push-pull cycle using an ingredient branding strategy.

Assertions by a third party that our Vytex process infringes its intellectual property, whether or not correct, could subject us to costly and time-consuming litigation or expensive licenses.

There is frequent litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition and become increasingly visible as an operating company, the possibility of intellectual property rights claims against us may grow.

Any intellectual property rights claim against us or our customers, with or without merit, could be time-consuming, expensive to litigate or settle and could divert management attention and financial resources. An adverse determination also could prevent us from offering our process, require us to pay damages, require us to obtain a license or require that we stop using technology found to be in violation of a third party’s rights or procure or develop substitute services that do not infringe, which could require significant resources and expenses.

The latex market in which we will participate is competitive and if we do not compete effectively, our operating results may be harmed.

The markets for our product are competitive and rapidly changing. With the introduction of new technologies, increasing scrutiny of alternative lattices such as Russian dandelion, and new market entrants, we expect competition to intensify in the future. In addition, pricing pressures and increased competition generally could result in reduced sales, reduced ~~margins~~license fees or the failure of our products to achieve or maintain widespread market acceptance.

While ~~early~~continued interest ~~was~~is strong in a new innovative product in the natural rubber latex industry, pricing and regulatory approvals remain a key selling ~~factor especially in the exam glove arena. There is no exam glove manufacturer signed to date that has accepted Vytex NRL into its product mix.~~factor.

Our Vytex revenue will vary based on fluctuations in commodity prices for NRL.

NRL is a commodity and, as such, its price fluctuates ~~on a daily basis.~~daily. Our raw material revenue including licensing fees and cost of goods will also fluctuate upward or downward based upon changing market prices for the raw material used to produce Vytex NRL. Prolonged periods of lowered market prices can also cause manufacturers to review synthetic price drops as they look for even lower cost alternatives to NRL.

While Vytex NRL has received 510(k) clearance from the FDA for condoms and exam gloves, there is no assurance that future applications will be cleared.

In order for Vytex to be used in medical device applications, the manufacturer of the end product must submit an application to the FDA. If the device is classified by the FDA as Class II (e.g., condoms, surgical gloves, and most non-cardiac and non-renal/dialysis catheters) and in some cases Class I (e.g., exam gloves), a 510(k) application must

be filed with the FDA seeking clearance to market the device based on the fact that there is at least one other predicate or similar device already marketed. If the product is classified as a Class III product (e.g., most cardiac and renal/dialysis catheters, certain adhesives and other in vivo devices), or is otherwise a new device with no predicate on the market already, then the manufacturer of the end product must submit a Pre-Market Approval (“PMA”) application seeking approval by the FDA to market the device. The PMA approval process is much more in depth and lengthy and requires a greater degree of clinical data and FDA review than does a 510(k) clearance process.

Since Vytex is a raw material and not an end-product, Vystar is not the entity that files with the FDA for any clearance or approval to market a device. Instead, the end-product manufacturers who will be selling and marketing the device(s) must submit applications and seek FDA clearance or approval depending upon the device classification. Vystar’s role in this process is only as background support to the manufacturers to supply information and any technical or test data regarding the Vytex raw material.

An American manufacturer of condoms and exam gloves had been engaged in production work and had completed required testing and received FDA clearance for using Vytex NRL in their condom and exam glove lines. However, this manufacturer is not currently producing products made with Vytex NRL or any other type of raw material. Notwithstanding such approvals, we have no assurance that future products will provide acceptable test results and even if they do, there is no certainty that the FDA will approve the applications.

Each of the above mentioned 510(k)s have been sold to other manufacturers hence the need to pursue 510(k)s for the newer manufacturing facilities.

Vytex may seek to have lower protein claims than what is currently on the market today for exam gloves and may ultimately seek to have latex warnings removed from or modified on all FDA-regulated products, but it cannot guarantee that either of such actions will be approved by the FDA.

The FDA heavily scrutinizes any and all claims categorizing the protein levels and other claims of an NRL product. Currently, the FDA has allowed claims only stating the level of less than 50 micrograms/gram of total extractable proteins pursuant to only one of two FDA-recognized standards on exam or surgical gloves. Vystar intends to claim protein levels pursuant to both of the two FDA-recognized standards, which will result in claiming the lowest level of antigenic proteins for a Hevea NRL product currently on the market. Although the FDA has cleared such claims on the condom using Vytex NRL, the FDA rejected those claims for the exam glove. There is no guarantee that the FDA will ultimately or ever allow these claims on an exam glove.

Additionally, for many years, the FDA has required warnings on products containing latex due to the latex allergy issue that exists. Vystar plans on petitioning the FDA to have that label removed from or modified on products manufactured with Vytex NRL, by filing a Citizen’s Petition. The Petition will be filed when we see that the benefits of filing will far outweigh the costs since such Petition is likely to require clinical test results indicating acceptable allergic reactions associated with Vytex NRL. There are no assurances that the FDA will grant that request.

Manufacturers are implementing trials of Vytex NRL in their facilities but final data is not yet available from all these manufacturers on its viability for their particular environments.

Over the past several years, samples of Vytex NRL have been made available to over 50 natural rubber latex and latex substitute end product manufacturers, 30 of which have been in place since early 2009. Since the completion of the Vytex NRL Standard Operation Procedures (SOPs), Vytex has been produced at Revertex (Malaysia), Occidente (Guatemala), KAPVL (India) and most recently Mardec-Yala (Thailand) and MMG (Thailand). Under the 2020 agreement with CMC Global, that entity is responsible for manufacturing, marketing and selling Vytex exclusively including sampling. Manufacturers that have signed a ‘sampling’ agreement with us have been provided with samples of Vytex NRL for validating its use in their manufacturing processes. To date, a number of manufacturers have completed those runs and feedback is often minimal. Although most feedback to date has been positive, there is no assurance that such feedback will continue to be satisfactory.

Another risk is the validity of the customer as testing completes. Recently Vystar has completed more than three years of a specialized version of Vytex NRL only to have the end product manufacturer fail to upgrade their production line and fulfill their own contract.

As part of the Company’s learnings, we have found that in listening closely to customer challenges and needs, our technical team has been able to develop solutions. The Company has come to realize that what we offer is not just a raw material but often a technology solution to a production or product development challenge.

While many of these new formulations look promising, there is no guarantee that these technological innovations will be successfully scaled up or successfully implemented by the customer.

~~The COVID-19 pandemic has had, and will likely continue to have, a material effect on our business and results of operations.~~

The impacts of COVID-19 and measures to prevent its spread across the globe have affected businesses in a number of ways. When we closed our showroom at the end of March 2020, there was significant uncertainty as to when we could resume business. When we re-opened in June, consumer demand was strong but our supply chain was strained and resulted in late arrivals of products. Our inability to deliver products in a timely manner negatively affected our sales.

~~As we enter the vaccine stage of the pandemic, no one can effectively predict how the consumer’s spending will change when the COVID-19 restrictions are lifted.~~

Our use of foreign sources of production for a portion of our products exposes us to certain additional risks associated with international operations.

Our use of foreign sources for the supply of certain of our products exposes us to risks associated with overseas sourcing. These risks are related to government regulation, volatile ocean freight costs, delays in shipments, and extended lead time in ordering. Governments in the foreign countries where we source our products may change their laws, regulations and policies, including those related to tariffs and trade barriers, investments, taxation and exchange controls which could make it more difficult to service our customers resulting in an adverse effect on our earnings. We could also experience increases in the cost of ocean freight shipping which could have an adverse effect on our earnings. Shipping delays and extended order lead times may adversely affect our ability to respond to sudden changes in demand, resulting in the purchase of excess inventory in the face of declining demand, or lost sales due to insufficient inventory in the face of increasing demand, either of which would also have an adverse effect on our earnings or liquidity.

Significant fluctuations in the cost of raw materials could adversely affect our profits.

On a global and regional basis, the raw materials used in our products are susceptible to significant price fluctuations due to supply/demand trends, transportation costs, government regulations and tariffs, changes in currency rates, the economic and political climate and other circumstances. Significant increases in the future could materially affect our costs and profits.

Because our stock price may be volatile due to factors beyond our control, you could lose all or part of your investment.

Price and volume of stock, including additional stock issuances may cause price decline and dilution.

If we do not attract and retain highly qualified employees, we may not be able to grow effectively.

Our ability to compete and grow depends in large part on the efforts and talents of our executive officers or employees. We require the key employee(s) to enter into employment agreements, but in the U.S., employees are free to leave an employer at any time without penalties. The loss of key employees or the inability to hire additional skilled employees as necessary could result in significant disruptions of our business, and the integration of replacement personnel could be time-consuming and expensive and cause us additional disruptions.

We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, shareholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

There is no assurance that any significant public market for our shares of common stock will develop.

While our shares of common stock trade on the OTC Bulletin Board under the symbol “VYST”, there is currently no significant public market for our common stock and there is no assurance that there will be any such significant public market for our common stock in the future.

The utilization of our tax losses could be substantially limited if we experience an ownership change as defined in the Internal Revenue Code.

Because of net operating losses we have experienced for federal income tax purposes at December 31, ~~2020,~~2022, we had federal net operating loss (“NOL”) carry-forwards of approximately ~~$32.0~~$40 million ($~~26.0~~36 million for ~~2019)~~2021) available to offset future taxable income. Our ability to utilize NOL carry-forwards to reduce future taxable income may be limited under Section 382 of the Internal Revenue Code if certain ownership changes in our Company occur during a rolling three-year period. These ownership changes include purchases of common stock under share repurchase programs, the offering of stock by us, the purchase or sale of our stock by 5% shareholders, as defined in the Treasury regulations, or the issuance or exercise of rights to acquire our stock. If such ownership changes by 5% shareholders result in aggregate increases that exceed 50 percentage points during the three-year period, then Section 382 imposes an annual limitation on the amount of our taxable income that may be offset by our NOL carry-forwards or tax credit carry-forwards at the time of ownership change. The limitation may affect the amount of our deferred income tax asset and, depending on the limitation, a significant portion of our NOL carry-forwards or tax credit carry-forwards could expire before we are able to use them. In such an event, our business, financial condition, results of operations or cash flows could be adversely affected. We believe we have not experienced an ownership change under Section 382 of the Internal Revenue Code as of December 31, ~~2020;~~2022; however, the amount by which our ownership may change in the future could be affected by purchases and sales of stock by 5% shareholders and new issuances of stock by us, should we choose to do so.

Although we believe that our current space is adequate for the foreseeable future, if additional office space is required, we believe that suitable space will be available at market rates.

On February 19, 2019, EMA Financial, Inc. filed a lawsuit in the Southern District of New York against the Company. The lawsuit alleged various breaches of an underlying convertible promissory note and stock purchase agreement and sought four claims for relief: (i) specific performance to enforce a stock conversion and contractual obligations; (ii) breach of contract; (iii) permanent injunction to enforce the stock conversion and contractual obligations; and (iv) legal fees and costs of the litigation. The complaint was filed with a motion seeking: (i) a preliminary injunction seeking an immediate resolution of the case through the stock conversion; (ii) a consolidation of the trial with the preliminary injunctive hearing; and (iii) summary judgment on the first and third claims for relief.

The Company filed an opposition to the motion and upon oral argument the motion for injunctive relief was denied. The Court issued a decision permitting a motion for summary judgment to proceed and permitted the Company the opportunity to supplement its opposition papers together with the plaintiff who was also provided opportunity to submit reply papers. On April 5, 2019, the Company filed the opposition papers as well as a motion to dismiss the first and third causes of action in the complaint. On March 13, 2020, the Court granted the Company’s motion dismissing the first and third claims for relief and denied the motion for summary judgment as moot.

The Company subsequently filed an amended answer with counterclaims. The affirmative defenses if granted collectively preclude the relief sought. In addition, Vystar filed counterclaims asserting: (a) violation of 10(b)(5) of the Securities and Exchange Act; (b) violation of Section 15(a)(1) of the Exchange Act (failure to register as a broker-dealer); (c) pursuant to the Uniform Declaratory Judgment Act, 28 U.S.C. §§ 2201, the Company requests the Court to declare: (i) pursuant to Delaware law, the underlying agreements are unconscionable; (ii) the underlying agreements are unenforceable and/or portions are unenforceable, such as the liquidated damages sections; (iii) to the extent the agreement is enforceable, Vystar in good faith requests the Court to declare the legal fee provisions of the agreements be mutual (d) unjust enrichment; (e) breach of contract (in the alternative); and (f) attorneys’ fees.

On June 10, 2020, EMA filed a motion for summary judgment as to its remaining claims for relief and a motion to dismiss the Company’s affirmative defenses and counterclaims. The Company opposed the motion on July 10, 2020, and the same was fully submitted to the Court on July 28, ~~2020;~~2020. On March 29, 2021, the Court issued a decision granting in part and denying in part the motion. Specifically, the Court granted that part of the motion seeking summary judgment and dismissal on the Company’s affirmative defense and counterclaim regarding Sections 15(a)/29(b) of the Exchange Act. Two weeks later the Company filed a motion for reconsideration as to the dismissal portion of the order, or, for the alternative, a motion for certification for the right to file a petition to the Second Circuit Court of Appeals on the issue. The Court denied the motion for reconsideration and certification. Subsequently, fact discovery has been completed and on June 24, 2022, both parties submitted competing motions for summary judgment.

EMA seeks summary judgment on its breach of contract and attorneys’ fees claims, specifically seeking damages in the amount of $1,820,000 with 24% interest premised on the argument it was entitled to effectuate a January 15 and February 5, 2019, notices of conversions. EMA further seeks to dismiss Vystar’s affirmative defenses and counterclaims. Conversely, Vystar filed its motion for summary judgment seeking an order to dismiss the EMA complaint on the grounds: (i) the underlying note was satisfied on December 11, 2018; and (ii) EMA, through multiple breaches of the note, over-converted the note by 36,575,555 shares equating to a request of damages against EMA and in favor of Vystar for $4,802,000, with interest accruing at 24%, and attorneys’ fees. The briefing by the parties ~~await~~was fully submitted on July 29, 2022.

On January 6, 2023, the ~~Court’s decision on~~Court issued a series of preliminary rulings based upon the parties’ respective summary judgment motions.

~~Payment~~ Those rulings narrowed the outstanding issues (and claims) to only the parties’ breach of ~~Wages Actions~~

~~On March 13, 2020, Robert LaChapelle, a former employee of Rotmans Furniture,~~contract claim and counterclaim (and affirmative defenses) regarding the ~~Company’s majority owned subsidiary, on behalf of himself~~conversion process. Of particular importance, the Court found EMA breached the note by failing to effectuate the conversions in the manner outlined by the controlling note. The Court further found the principal balance at issue was $80,000, interest accrued from the date set in the note and ~~all others similarly situated, filed a class action complaint against Rotmans and two of its prior owners (including Steve Rotman, President~~default interest, to the extent applicable, was to accrue at the default rate from September 2018, forward. The Court left undecided whether EMA’s breach of the ~~Company) in~~note was material, whether affirmative defenses as previously raised by the ~~Worcester Superior~~parties were applicable to each parties’ contractual claim, and a damages analysis associated with the same. The Court ~~alleging non-payment of overtime pay and Sunday premium pay pursuant~~then requested a supplemental briefing as to the ~~Massachusetts Blue Laws (Ch. 136), the Massachusetts Overtime Law (Chapter 151, § 1A),~~issues of materiality, liability and ~~the Massachusetts Payment of Wages Law (Chapter 149 §§148~~damages. The issues were fully briefed and ~~150). Specifically, LaChapelle has alleged that Rotmans failed to pay him~~submitted on February 24 and other sales people who were paid on a commission-only basis overtime pay at a rate of least 1.5 times the basic minimum wage or premium pay (also at 1.5 times the basic minimum wage) for hours they worked on Sundays.March 15, 2023. The parties ~~settled with~~await a final decision from the named Plaintiffs, Robert LaChapelle and certain other employees, each on an individual basis, for a de minimus amount which was paid in March 2021. Plaintiffs’ counsel then filed a Stipulation of Dismissal of the Plaintiffs’ Complaint with prejudice. The settlement is included in the accompanying financial statements for the year ended December 31, 2020. However, after settlement, three additional former employees made similar claims and the Company is reviewing the matter.Court.

Our common stock is traded in the United States on the Over the Counter Bulletin Board (OTCBB) under the symbol “VYST.” The following table shows the range of high and low closing prices for our common stock.

These quotations do not reflect retail markup, markdown or commission and may not necessarily represent the prices of actual transactions during these quarterly periods.

As of December 31, ~~2020,~~2022, there were ~~220~~209 holders of record of our common stock. Because some of our shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of stockholders represented by these record holders.

We have never paid or declared any cash dividends on our common stock and we do not intend to pay or declare dividends on our common stock in the near future. We presently expect to retain any future earnings to fund continuing development and growth of our business. Our payment of dividends is subject to the discretion of our board of directors and will depend on earnings, financial condition, capital requirements and other relevant factors.

Information concerning our equity compensation plans is set forth in Item 12 of Part III of this Annual Report on Form 10-K.

From January 1, ~~2020~~2022 through December 31, ~~2020, we issued 22,441,878~~2022, Vystar retired 200 shares of our common stock valued at $554,169 for services rendered to the Company, 30,433,402 shares were issued for cash for $456,490, 41,250,000 shares were issued for conversion of line of credit valued at $1,773,750 and 44,357 shares were issued upon conversion of 130 shares of preferred stock.

There were no stock option grants issued from January 1, ~~2020~~2022 through December 31, ~~2020.~~2022.

Proceeds from loans and shareholder, convertible and contingently convertible notes payable

There were no proceeds from October 1, ~~2020~~2022 through December 31, ~~2020.~~2022.

No underwriters were involved in the foregoing sales of securities. The securities described above were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4 (2) under the Securities Act and Regulation D promulgated thereunder, as applicable, relative to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required.

The issuance of stock options as described above were issued pursuant to written compensatory plans or arrangements with our employees, directors and consultants, in reliance on the exemption provided by Rule 701 promulgated under the Securities Act. All recipients either received adequate information about us or had access, through employment or other relationships, to such information.

All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. All certificates representing the issued shares of common stock, warrants and options described above included appropriate legends setting forth that the securities had not been registered and the applicable restrictions on transfer.

As a smaller reporting company, we are not required to provide the information required by this Item pursuant to 301(c) of Regulation S-K.

This analysis of our results of operations should be read in conjunction with the accompanying financial statements, including notes thereto, contained in Item 8 of this Report. This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Statements that are predictive in nature and that depend upon or refer to future events or conditions are forward-looking statements. Although we believe that these statements are based upon reasonable expectations, we can give no assurance that projections will be achieved. Please refer to the discussion of forward-looking statements included in Part I of this Report.

RxAir promotes a healthy lifestyle through the use of its innovative, patented ViraTech air purification technology, thereby improving the quality of life of each and every customer. Independently tested by EPA- and FDA-certified laboratories, the RxAir has been proven to destroy greater than 99% of bacteria and viruses and reduce concentrations of odors and VOCs. The RxAir uses high-intensity germicidal UV lamps that destroy bacteria and viruses instead of just trapping them, setting it apart from ordinary air filtration units. RxAir® and ViraTech® are registered trademarks of Vystar Corp. For more information, visit http://www.RxAir.com.

The Company’s RxAir product line use 48 inches of high-intensity germicidal UV lamps that destroy bacteria, viruses and other germs instead of just trapping them, setting it apart from ordinary air filtration units. RxAir is one of the few UV air purifiers that have been proven in independent EPA- and FDA- certified testing laboratories to destroy on the first pass 99.6% of harmful airborne viruses and bacteria. In addition to inactivating airborne viruses that cause influenza (flu) and colds, RxAir’s device disarms the airborne pathogens that cause MRSA (staph), strep (whooping cough), tuberculosis (TB), measles, pneumonia and a myriad of other antibiotic-resistant and viral infections.

Vystar produces the RxAir product line with a world-class manufacturer and an expert U.S. engineer with a full understanding of the RxAir technology. Vystar sells RxAir residential and commercial units via distributors, online and through retail channels. Vystar is assembling the distribution network to relaunch sales of RX400 and RX3000 units to the healthcare and medical markets, which UV Flu had ceased due to a lack of sales force, distribution and cash flow constraints. Once sales are firmly re-established, Vystar expects that the air purification products will produce margins of approximately 70%.

Rotmans, formerly the largest furniture and flooring store in New England and one of the largest independent furniture retailers in the U.S., ~~encompassing~~encompassed over 170,000 square feet in Worcester, Mass., ~~and employing 83~~employed approximately 50 people, was founded and ~~has~~had been under the leadership of the Rotman family for the past 50 years. Rotmans ~~adds~~added approximately $20 million annually to Vystar’s top line revenue and ~~enables~~enabled Vystar to capitalize on the infrastructure already in place for accounting, retail sales facilities and staff, customer service, warehousing, and delivery. ~~Significant marketing and advertising opportunities are available for all of Vystar’s brands to Rotmans’ thousands of existing customers. As CEO of both Rotmans and Vystar,~~ Steven Rotman ~~provides~~and a group of dedicated employees provided continuity of management and customer-focused values for the ~~Company.~~Company until closure in late December 2022.

Vytex is a multi-patented latex raw material in which the allergy causing proteins are reduced to a level that falls at or below detection based on ASTM approved test methods. Vytex has been available as a raw material commercially for fourteen years and through that time has a group of ~~COVID-19 on Our Business~~

~~The~~manufacturers who use it in end products such as electrical gloves, condoms, adhesives, etc. Ironically, most use Vytex as it’s better for their manufacturing process as an easier to use raw material and not for protein properties. As of mid-2020 Vystar and the Indian Rubber Manufacturers Research Association’s (“IRMRA”) had been actively collaborating to develop viscoelastic deproteinized natural rubber (DPNR) variants having properties for expanding applications in specific new arenas such as green tires, biodegradable and other unique bioelastoplast product lines that desire a new approach. Additionally, this research, while slowed by the COVID-19 pandemic, showed attributes with extra low ammonia offerings that are desired.

Towards the end of 2020, Vystar entered into a Market Development and Distribution Agreement with Corrie MacColl, Ltd. (“CMC Global”) to produce, develop and manage the Vytex product and supply lines. This agreement allows Vystar to expand the market for its Natural Rubber Latex products and has ~~resulted~~garnered much attention across a broad range of industries including liquid Vytex as well as the newly developed dry rubber Vytex. As of the date of this report, CMC Global has provided numerous opportunities that are in a trial basis or moving towards manufacturing trials in industries that use a significant ~~economic disruption~~amount of natural rubber latex, hence Vytex that now includes production size trial runs in a large dipped product consumer line starting late 2022. As of January 2023, Vytex is now in full R&D phase for a large corporation focused on replacing a petrochemical based binder with a water-based coating using Vytex. As the move to use sustainable materials grows so does interest in Vytex through Corrie MacColl. Additionally, Vystar now has a testing supply of Vytex dry rubber for larger trials. The success of early trials and ~~adversely impacted~~the shipping crisis has led to broader spectrum of manufacturers combining the potential of Cameroon production with strategically placed contract manufacturers based on geographical needs including the North American market. Also, Vystar research has shown great strides in specializing liquid Vytex (ultra-low protein latex, ULPL) to meet the immediate needs of customers such as low or no nitrosamine and others (discussed in the presentation below available in the pdf) and additional patents have been proposed to cover these findings. Research into dry rubber continues at a moderate pace as tire companies seek out alternatives to synthetics.

In Halcyon Agri (owner of CMC Global), 2020 Corporate Report: “Our group-wide innovation capabilities have enabled us to engage in innovative commercial partnerships. Corrie MacColl is collaborating with Vystar to transform our ~~business. We closed~~Cameroon plantation output into ultra-pure latex with stronger molecular bond that offers enhanced strength, durability, and flexibility in the ~~Rotmans showroom on March 24, 2020. At that time, most~~end products. This is achieved by removing non-rubber components and 99.85% of ~~our team members were furloughed. During this period, we paid~~ the ~~cost of enrolled health benefits of those furloughed. We successfully reopened the showroom on June 10, 2020. We continue~~proteins.” CMC Global continues to work ~~closely~~ with ~~local authorities~~the facility at Cameroon to produce Vytex at their owned processing plant.

Vytex researcher Dr. Ranjit Matthan and ~~follow~~CMC Global Director John Heath presented at The International Latex Conference which was held virtually July 20 to 22, 2021 and offered a plenary session entitled “Innovations and Sustainability in Natural Rubber Latex - The New Paradigm.” The presentation discussed the guidance of the Centers for Disease Control and Prevention (“CDC”), implementing enhanced cleaning measures, social distancing and the utilization of face masks for the safety of team members, customers and communities.

~~In addition,~~dramatic effect the COVID-19 pandemic has ~~caused, among other things, interruptions~~had on the natural rubber supply chain, and how the industry is reacting the new economic circumstances; including strategy and policy shifts in ~~our~~ supply ~~chains~~chain management and ~~suppliers, including problems~~restoring greater geographic diversification of latex processing and product manufacturing. The R&D association with ~~inventory availability, higher cost~~IRMRA promises quicker laboratory and field-based testing and evaluations downstream. At Vystar, the recalibrated sustainability programme (FSC, nitrosamines & ammonia free, ultralow proteins, no SVHC and green carbon neutrality) emphasize certifications with Corrie MacColl market reach facilitating faster rollouts. Nontraditional/non Hevea brasiliensis based production efforts are likely to continue to face new penetration and high cost-benefit acceptance challenges in this decade. A PDF of ~~products and international freight due~~the full presentation is available on vytex.com.

Additionally, in August 2021, Dr. Matthan presented new data to the ~~high demand of products and low supply during this volatile period of time.~~Automotive Tyre Manufacturers’ Association including Vytex dry rubber.

The COVID-19 pandemic is complex and continues to evolve with the vaccine rollout. At this point, we cannot reasonably estimate the duration and severity of the pandemic and its impact on our business, results of operations, financial position and cash flows.

The COVID-19 pandemic has raised awareness of airborne disease transmission and consumers’ desire to reduce their risk of infection through the use of air purifiers. The Company has pivoted its resources to meeting the demand for air purifiers by ~~increasing its manufacturing capacity of up to 600 Rx400 units per day if needed,~~ adding additional distributors to the RxAir sales network and contracting the development of the next generation RxAir Ultraviolet-C light air purifiers.

Vystar and the Indian Rubber Manufacturers Research Association’s ~~(IRMRA)~~(“IRMRA”) are actively collaborating to develop viscoelastic deproteinized natural rubber ~~(DPNR)~~(“DPNR”) variants having properties for expanding applications in specific new arenas such as green tires, biodegradable and other unique bioelastoplast product lines that desire a new approach.

Vystar entered into a Market Development and Distribution Agreement with Corrie MacColl to produce, develop and manage the Vytex product and supply lines. This agreement ~~will allow~~allows Vystar to expand the market for its Natural Rubber Latex products.

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. As such, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. Our management reviews its estimates on an on-going basis. We base our estimates and assumptions on historical experience, knowledge of current conditions and our understanding of what we believe to be reasonable that might occur in the future considering available information. Actual results may differ from these estimates, and material effects on our operating results and financial position may result.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Generally accepted accounting principles require all share-based payments, including grants of employee stock options, stock grants and warrants, to be recognized in the financial statements based on their fair values. We compute the value of option awards granted by utilizing the Black-Scholes valuation model based upon their expected lives, expected volatility, expected dividend yield, and the risk-free interest rate. The value of the awards is then straight-line expensed over the service period of the awards. Issuance in shares of common stock is valued using the closing market price on the measurement date.

Inventories include those costs directly attributable to the product before sale. Inventories consist primarily of ~~finished goods of furniture, mattresses,~~ RxAir purifiers, foam toppers and pillows and are carried at net realizable value, which is defined as selling price less cost of completion, disposal and transportation. The Company evaluates the need to record write-downs for inventories on a regular basis. Approximate consideration is given to obsolescence, slow-moving and other factors in evaluating net realizable values. Inventories not expected to be sold within 12 months are classified as long-term.

We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company. The Company considers fulfillment when it passes all liability at the point of shipping through third party carriers. Consideration is typically paid prior to shipment via credit card or check when our products are sold direct to consumers, which is typically within a 1 to 2 days or approximately 30 days from the time control is transferred when sold to wholesalers, distributors and retailers. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of ~~product sales.~~revenue. We assess our estimates of expected returns at each financial reporting date.

We perform an impairment assessment of intangible assets including goodwill annually or more frequently as warranted by events or changes in circumstances. We review long-lived assets such as property and equipment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the assets, an impairment loss is recognized for the excess of the carrying value over the fair value of the long-lived assets. ~~Included~~The Company recorded a loss on impairment in ~~other income (expense)~~2022 of $297,723 related to our reassessment of the UV Flu intangible assets. The Company recorded a loss on impairment in ~~2020 is an impairment charge~~2021 of ~~$240,350~~$245,050 related to the discontinuation of ~~the~~ NHS ~~tradename.~~proprietary technology and customer relationships.

The Company evaluates stock options, stock warrants, notes payable or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

In 2019, the Company acquired Murida Furniture Co., Inc. dba Rotmans Furniture. Acquisition of a business requires companies to record assets acquired and liabilities assumed at their respective fair market value at the date of acquisition. Any amount of the purchase price paid in excess of the estimated fair value of the net assets acquired is recorded as goodwill. The Company determined the fair value of Murida Furniture Co., Inc. using widely accepted valuation techniques. In addition, proper accounting for any acquisition required the Company to record the transactions of the acquired entity in the Company’s financial statements from the date of acquisition and forward.

The Company has adopted and implemented ASC 842, Leases, where ~~the Company~~Rotmans recognized right-of use assets and lease liabilities. For leases in which the acquiree is a lessee, the Company measured the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease at the acquisition date. The Company measured the right-of-use asset at the same amount as the lease liability as adjusted to reflect favorable and unfavorable terms of the lease when compared with market terms.

Year ended December 31, ~~2020~~2022 compared to year ended December 31, ~~2019~~2021

Consolidated revenues for the year ended December 31, ~~2020~~2022 and ~~2019~~2021 were ~~$20,979,243~~$116,533 and ~~$13,685,872,~~$1,669,002, respectively, for ~~an increase~~a decrease of ~~$7,293,371~~$1,552,469 or ~~53.3%~~93.0%. The ~~increase~~decrease in revenues from operations was principally due to an increased return allowance and reduced market demand for our products with the ~~acquisition of Rotmans in July of 2019, which was partially offset by the impact of~~lessening COVID-19 as the Rotmans showroom was closed from March 24 through June 9, 2020. During this period, the Company processed limited customer deliveries for prior orders and web sales. Subsequent to this period, sales are gradually returning to pre-COVID-19 levels.pandemic.

Consolidated gross ~~profit~~loss for the year ended December 31, ~~2020~~2022 and ~~2019 were $10,974,168~~2021 was $388,692 and ~~$6,353,601,~~$241,900, respectively, for an increase of ~~$4,620,567~~$146,792 or ~~72.7%~~60.7%. Consolidated cost of revenue for year ended December 31, ~~2020~~2022 and ~~2019~~2021 was ~~$10,005,1075~~$505,225 and ~~$7,332,271,~~$1,910,902, respectively, ~~an increase~~a decrease of ~~$2,672,804~~$1,405,677 or ~~36.5%~~73.6%. The increase in gross ~~profit~~loss and cost of revenue was primarily due to ~~a change in purchasing and the reduction of special offers. Merchandise is being purchased in large quantities from fewer vendors.~~decreased revenues.

The Company’s operating expenses consist primarily of compensation and support costs for management, sales and administrative staff, and for other general and administrative costs, including professional fees related to accounting, finance, and legal services as well as other operating expenses such as advertising and ~~occupancy costs.~~consulting. The Company’s consolidated operating expenses ~~were $15,577,399~~was $2,558,708 and ~~$11,294,257~~$3,553,662 for the year ended December 31, ~~2020~~2022 and ~~2019,~~2021, respectively, for ~~an increase~~a decrease of ~~$4,283,142~~$994,954 or ~~37.9%~~28%. The ~~increase~~decrease in operating expenses was ~~primarily~~ due to ~~the acquisition of Rotmans~~reduced professional fees, advertising and other operating expenses in ~~July of 2019 and fees incurred under an agreement~~connection with ~~a third-party agent to assist the Company with a high-impact sale at Rotmans.~~reduced revenues.

Other income (expense) for the year ended December 31, ~~2020~~2022 and ~~2019 were~~2021 was ($~~3,729,463)~~496,127) and ($~~2,784,895)~~360,950), respectively, for a net increase in expense of ~~$944,568~~$135,177 or ~~33.9%~~37.5%. Increases in other ~~expenses~~income (expense) in ~~2020~~2022 included ~~interest expense of $455,509,~~an increase in loss on settlement of debt, net of ~~$1,169,628 and loss on impairment of $240,350 which were offset with a decrease~~$1,942,423, an increase in change in ~~value~~ value of derivative liabilities of ~~$840,550~~$1,778,100 and ~~an increase in other income~~a reduction of ~~$80,369.~~interest expense of $82,746.

Income (loss) from discontinued operations for the year ended December 31, 2022 and 2021 was ($887,628) and $2,515,827, respectively, for a decrease of $3,403,455 or 135.3%. Income from discontinued operations in 2021 included forgiveness of Paycheck Protection Program loans of $2,805,800 and Employee Rentention Credits of $771,287.

Net loss for the year ended December 31, ~~2020~~2022 and ~~2019 were $8,332,694~~2021 was $4,331,155 and ~~$7,725,551,~~$1,640,685, respectively, for an increase in net loss of ~~$607,143~~$2,690,470 or ~~7.9%~~164%. Net loss in ~~2020~~2022 and ~~2019~~2021 includes net (income) loss attributable to noncontrolling interest of ~~$724,477~~$372,803 and ~~$20,929,~~($1,056,647), respectively. The ~~larger~~smaller net loss the Company experienced in the year ended December 31, ~~2020 versus the same period in 2019~~2021 was attributable to COVID-19 programs mainly the ~~large increase in operating expenses for the year~~Paycheck Protection Program loans forgiven of $2,805,800 and ~~other expenses, primarily related to the increase in interest expense and loss on settlement~~Employee Retention Credits of ~~debt.~~$771,287.

The Company’s financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, we have incurred significant losses and experienced negative cash flow since inception. At December 31, ~~2020,~~2022, the Company had cash of ~~$620,539~~$12,274 and a deficit in working capital of ~~$10,161,370.~~$3,069,379. For the year ended December 31, ~~2020,~~2022, the Company had a net loss of ~~$8,332,694~~$4,331,155 and an accumulated deficit of ~~$48,713,184.~~$55,368,868. For the year ended December 31, ~~2019,~~2021, the Company had a net loss of ~~$7,725,551~~$1,640,685 and the accumulated deficit amounted to ~~$41,104,967.~~$51,410,516. We use working capital to finance our ongoing operations, and since those operations do not currently cover all of our operating costs, managing working capital is essential to our Company’s future success. Because of this history of losses and financial condition, there is substantial doubt about the Company’s ability to continue as a going concern.

Net cash used in operating activities was ~~$2,262,940~~$617,193 for the year ended December 31, ~~2020~~2022 as compared to ~~$1,513,997~~$2,499,954 for the year ended December 31, ~~2019.~~2021. During the year ended December 31, ~~2020,~~2022, cash used in operations was primarily due to the net loss for the year of ~~$8,332,694~~$4,348,955 net of non-cash related add-back of ~~loss of~~ share-based compensation, depreciation, amortization, change in fair value of derivative liabilities and ~~amortization.~~loss on settlement of debt, net.

The Company had ~~$133,878 cash used in~~no investing activities during the year ended December 31, ~~2020~~2022 as compared to ~~$9,519~~$371,431 cash used in investing activities for the year ended December 31, ~~2019. During the year ended December 31, 2020, cash used in investing activities was related to the purchase of property and equipment.~~2021.

Net cash provided by financing activities was ~~$2,945,002~~$499,947 during the year ended December 31, ~~2020,~~2022, as compared to cash provided of ~~$1,545,818~~$2,023,347 during the year ended December 31, ~~2019.~~2021. During ~~2020,~~2022, cash was provided from the proceeds from related party advances of $266,541 and issuance of preferred stock of $85,000. During 2021, cash was provided from the proceeds in notes payable in the amount of ~~$3,309,400, repayments on notes payable~~$290,000 and ~~finance leases in the amount~~related party advances of $967,938, net repayments on line of credit of $210,200, $456,490 in proceeds from common stock issuances, advances from stock subscription payable of $308,000 and proceeds from stock subscription receivable of $49,250. During 2019, cash was provided from the proceeds in notes payable in the amount of $713,700, repayments on notes payable and finance lease in the amount of $61,645, net borrowings on line of credit of $39,449, $1,000,550 in proceeds from common stock issuances, repayments of convertibles notes of $146,206 and treasury stock repurchases of $30.$533,039.

A successful transition to profitable operations is dependent upon obtaining sufficient financing to fund the Company’s planned expenses and achieving a level of revenue adequate to support the Company’s cost structure. Management plans to finance future operations using cash on hand, as well as increased revenue from RxAir air purifier sales and Vytex license fees, that now also include the Company’s association with foam cores made from Vytex used in mattresses, mattress toppers and pillows.

There can be no assurances that we will be able to achieve projected levels of revenue in ~~2021~~2023 and beyond. If we are not able to achieve projected revenue and obtain alternate additional financing of equity or debt, we would need to significantly curtail or reorient operations during ~~2021,~~2023, which could have a material adverse effect on our ability to achieve our business objectives and as a result, may require the Company to file for bankruptcy or cease operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

Our future expenditures will depend on numerous factors, including: the rate at which we can introduce RxAir products and license Vytex NRL raw material and the foam cores made from Vytex to manufacturers and subsequently retailers; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights, along with market acceptance of our products, and services and competing technological developments. As we expand our activities and operations, our cash requirements are expected to increase at a rate consistent with revenue growth after we achieve sustained revenue generation.

Per Steven Rotman’s Employment agreement dated July 22, 2019, as amended, he is to be paid $125,000 per year in cash, $10,417 per month in shares based on a 20-day average price at a 50% discount to market, $5,000 per month in cash for expenses as well as access to a Company provided vehicle and health and life insurance. During the year ended December 31, ~~2020,~~2022, the Company expensed approximately ~~$443,000~~$417,000 related to this employment agreement. In addition, the Company issued 1,330,066 shares of Series C Preferred Stock for the settlement of debt totaling $3,552,321 in 2022. A loss of $1,900,950 was recognized on the issuance and is included in other expenses for the year. As of December 31, ~~2020,~~2022, the Company had a stock subscription payable balance of ~~$700,000,~~$619,084, or approximately ~~25,420,000~~920,000 shares to be issued in the future, ~~and $60,000~~$183,155 of reimbursable expenses ~~payable.~~payable and $116,403 of unpaid salary.

Blue Oar Consulting, Inc. (“Blue Oar”) provides business consulting services to the Company. This entity is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar provides business consulting services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity. Per the consulting agreement, Blue Oar is to be paid $15,000 per month in cash for expenses, and $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market. During the year ended December 31, ~~2020,~~2022, the Company expensed approximately ~~$490,000~~$459,000 related to the consulting agreement. In addition, the Company issued 221,385 shares of Series C Preferred Stock for the settlement of debt and payables totaling $702,161 in 2022. A loss of $313,340 was recognized on the issuance and is included in other expenses for the year. As of December 31, ~~2020,~~2022, the Company had a stock subscription payable balance of ~~$640,000,~~$629,903, or approximately 30,038,000 shares and a balance of $180,000 in accounts payable related to this related party. In connection with litigation matters involving both Blue Oar and the Company, legal invoices totaling approximately $27,000 have been paid on Blue Oar’s behalf during the year ended December 31, 2020 and expensed as consulting services.1,049,000 shares.

As a smaller reporting company, we are not required to provide the information required by this Item pursuant to 301(c) of Regulation S-K.

To the Board of Directors and Stockholders of Vystar ~~Corporation~~Corporation:

We have audited the accompanying consolidated balance ~~sheet~~sheets of Vystar ~~Corporation~~Corporation. (the “Company”) as of December 31, ~~2020,~~2022 and 2021, and the related consolidated statements of operations, stockholders’ ~~deficit,~~equity (deficit), and cash flows for the ~~year~~years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of ~~Vystar Corporation~~the Company as of December 31, ~~2020,~~2022 and 2021, and the results of its operations and its cash flows for the ~~year~~years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 3 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Vystar Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Vystar Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

As of December 31, 2020, the Company’s inventory balance is significant. Management adjusts excess, slow-moving and obsolete inventory to its estimated net realizable value. Management writes down its inventory for estimated obsolescence or unmarketable inventory by an amount equal to the difference between the cost of inventory and the estimated net realizable value based on assumptions about future demand, which are affected by changes in the Company’s strategic direction, discontinuance of a product or introduction of newer versions of a product, declines in the sales of or forecasted demand for certain products, and general market conditions.

We identified the evaluation of inventory net realizable value adjustments related to excess, slow-moving and obsolete inventory as a critical audit matter due to the amount of judgment required by the Company in making such estimates. As a result, there was a high degree of subjective auditor judgment in assessing such estimates, specifically as it related to the future salability of inventories.

The following are the primary procedures we performed to address this critical audit matter. We obtained an understanding of the Company’s process of estimating net realizable values related to excess, slow-moving and obsolete inventory. This included the future salability of inventories, assumptions used for excess and slow-moving inventory, and the Company’s review of inventory net realizable value adjustments. We compared a selection of inventory units to historical performance to assess possible write-down indications and future salability. We analyzed trends of total adjustments to net realizable values in relation to total inventory to test the Company’s determination of the inventory valuation and adjustments related to excess, slow-moving and obsolete inventory.

As of December 31, 2020, the Company has significant derivative liabilities totaling $1,766,700 and recorded a $238,900 loss from change in fair value of derivative liabilities during the year ended December 31, 2020. The derivative liability activity relates to embedded conversion features within convertible notes payable. The Company analyzed the conversion features of the various note agreements for derivative accounting consideration under Accounting Standards Codification (“ASC”) 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as derivatives because the conversion prices of these convertible notes payable are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company has bifurcated the conversion feature of the notes and recorded a derivative liability.

Auditing the Company’s valuation of this derivative is challenging as the Company uses complex valuation methodologies that incorporate significant assumptions which include the discount rate and forecasted volatility of the Company’s common stock price. The valuation includes assumptions about economic and market conditions with uncertain future outcomes.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included obtaining an understanding of the Company’s valuation of the derivative liabilities, such as management’s review of the valuation models, the underlying assumptions used in the model and the related accounting conclusions. To test the valuation of the derivative liability, our audit procedures included, among others, evaluating the methodologies used in the valuation model and testing the significant assumptions. For example, we compared the discount rate that was adjusted for the Company’s credit risk to the interest rates on comparable debt instruments, and we compared the forecasted volatility of the Company’s common stock price to its historical volatility. We also assessed the completeness and accuracy of the underlying data. We involved professionals with specialized skill and knowledge to assist in our evaluation of the significant assumptions and methodologies used by the Company. Lastly, we also evaluated the Company’s financial statement disclosures related to these matters.

We have audited the accompanying consolidated balance sheet of Vystar Corporation (the "Company") as of December 31, 2019, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has ~~suffered recurring~~incurred significant losses ~~from operations~~ and ~~has~~experienced negative cash flow since inception. At December 31, 2022, the Company had cash of $12,274 and a ~~net~~deficit in working capital ~~deficiency that~~of approximately $3 million. Further, at December 31, 2022 the accumulated deficit amounted to approximately $55 million. These conditions and the ability to successfully resolve these factors raise substantial doubt about ~~its~~the Company’s ability to continue as a going concern. ~~Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

These financial statements are the responsibility of the ~~Company's~~entity’s management. Our responsibility is to express an opinion on the ~~Company's~~Company’s financial statements based on our ~~audit.~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~("PCAOB"~~(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the ~~Company’s~~entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit provides~~audits provide a reasonable basis for our opinion.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

							2022			2021
	December 31,						December 31,
	2020			2019			2022			2021
ASSETS
Current assets:
Cash	$	620,539		$	72,355		$	12,274		$	129,520
Accounts receivable		236,106			38,526
Stock subscription receivable		-			49,250
Accounts receivable, net								12,145			22,131
Inventories		6,546,481			4,114,977			91,724			89,346
Investments - equity securities, at fair value		127,910			149,517
Prepaid expenses and other		565,550			602,980			633,769			54,740
Deferred commission costs		106,954			129,123
Assets of discontinued operations								3,026,971			4,994,399

Total current assets		8,203,540			5,156,728			3,776,883			5,290,136

Property and equipment, net		1,631,651			1,879,739			140,886			184,442
Operating lease right-of-use assets		9,199,730			10,379,685
Finance lease right-of-use assets, net		730,761			849,209

Other assets:
Intangible assets, net		1,835,987			2,489,612			154,371			549,010
Goodwill		460,301			460,301			-			147,092
Inventories, long-term		438,161			935,121			63,009			429,147
Deferred commission costs, net of current portion		134,213			217,024
Other		26,253			34,377			-			15,000
Assets of discontinued operations								7,503,970			10,242,631
Total other assets		2,894,915			4,136,435			7,721,350			11,382,880

Total assets	$	22,660,597		$	22,401,796		$	11,639,119		$	16,857,458

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Line of credit	$	-		$	2,413,539
Term notes - current maturities		-			16,374
Accounts payable		4,830,143			2,846,306		$	1,361,483		$	1,983,898
Accrued expenses		3,422,796			681,758			684,147			585,628
Stock subscription payable		2,589,556			1,150,125			1,655,208			1,247,549
Operating lease liabilities - current maturities		1,095,500			1,055,000
Finance lease liabilities - current maturities		172,900			167,000
Shareholder, convertible and contingently convertible notes payable and accrued interest - current maturities		1,046,059			366,326			336,263			1,388,904
Related party debt - current maturities		1,537,000			46,000			169,552			1,487,000
Unearned revenue		1,904,256			1,677,171			44,479			79,368
Derivative liabilities		1,766,700			1,499,800			-			1,778,100
Related party advances								266,541			-
Liabilities of discontinued operations								2,328,589			5,046,300

Total current liabilities		18,364,910			11,919,399			6,846,262			13,596,747

Long-term liabilities:
Term notes, net of current maturities		1,402,900			500,000
Operating lease liabilities, net of current maturities		6,515,103			7,490,431
Finance lease liabilities, net of current maturities		577,192			694,487
Unearned revenue, net of current maturities		523,515			823,401
Shareholder, convertible and contingently convertible notes payable and accrued interest, net of current maturities and debt discount		-			494,363
Related party debt, net of current maturities and debt discount		2,035,934			1,712,259			-			2,791,401
Liabilities of discontinued operations								5,513,667			6,369,609

Total long-term liabilities		11,054,644			11,714,941			5,513,667			9,161,010

Total liabilities		29,419,554			23,634,340			12,359,929			22,757,757

Stockholders’ deficit:
Convertible preferred stock, $0.0001 par value 15,000,000 shares authorized; 13,698 and 13,828 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively (liquidation preference of $100,698 and $91,275 at December 31, 2020 and December 31, 2019 , respectively)		1			1
Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 1,199,931,717 and 1,105,762,080 shares issued at December 31, 2020 and December 31, 2019, respectively, and 1,199,901,717 and 1,105,732,080 shares outstanding at December 31, 2020 and December 31, 2019, respectively		119,990			110,573
Convertible preferred stock series class A, $0.0001 par value 15,000,000 shares authorized; 8,698 shares issued and outstanding at December 31, 2022 and 2021 (liquidation preference of $170,000 and $162,000 at December 31, 2022 and 2021, respectively)								1			1
Convertible preferred stock series B, $0.0001 par value 2,500,000 shares authorized; 370,969 and 0 shares issued and outstanding at December 31, 2022 and 2021, respectively (liquidation preference of $2,710,000 at December 31, 2022)								37			-
Convertible preferred stock series C, $0.0001 par value 2,500,000 shares authorized; 1,917,973 and 0 shares issued and outstanding at December 31, 2022 and 2021, respectively (liquidation preference of $5,233,000 at December 31, 2022)								192			-
Convertible preferred stock											-
Common stock, $0.0001 par value, 500,000,000 shares authorized; 12,942,892 and 12,943,092 shares issued at December 31, 2022 and December 31, 2021, respectively, and 12,942,592 and 12,942,792 shares outstanding at December 31, 2022 and respectively								1,294			1,294
Additional paid-in capital		41,233,471			38,436,607			53,361,925			43,851,510
Accumulated deficit		(48,713,184	)		(41,104,967	)		(55,368,868	)		(51,410,516	)
Common stock in treasury, at cost; 30,000 shares		(30	)		(30	)
Common stock in treasury, at cost; 300 shares								(30	)		(30	)

Total Vystar stockholders’ deficit		(7,359,752	)		(2,557,816	)		(2,005,449	)		(7,557,741	)

Noncontrolling interest		600,795			1,325,272			1,284,639			1,657,442

Total stockholders’ deficit		(6,758,957	)		(1,232,544	)		(720,810	)		(5,900,299	)

Total liabilities and stockholders’ deficit	$	22,660,597		$	22,401,796		$	11,639,119		$	16,857,458

The accompanying notes are an integral part of these consolidated financial statements.

							2022			2021
	Year Ended						Year Ended
	December 31,						December 31,
	2020			2019			2022			2021

Revenue	$	20,979,243		$	13,685,872		$	116,533		$	1,669,002

Cost of revenue		10,005,075			7,332,271			505,225			1,910,902

Gross profit		10,974,168			6,353,601
Gross loss								(388,692	)		(241,900	)

Operating expenses:
Salaries, wages and benefits		5,105,668			3,355,593			256,704			326,398
Share-based compensation		1,031,850			2,968,898			837,468			822,070
Agent fees		1,388,598			–
Professional fees		983,764			1,132,251			201,056			557,666
Advertising		1,808,115			1,050,459			34,855			251,391
Consulting								257,511			199,923
Rent		1,243,949			570,779			8,393			85,184
Service charges		523,124			436,183			9,480			10,883
Depreciation and amortization		795,241			444,890			140,472			179,472
Loss on impairment								444,815			245,050
Other operating		2,697,090			1,335,204			367,954			875,625

Total operating expenses		15,577,399			11,294,257			2,558,708			3,553,662

Loss from operations		(4,603,231	)		(4,940,656	)		(2,947,400	)		(3,795,562	)

Other income (expense):
Interest expense		(1,845,916	)		(1,390,407	)		(214,104	)		(296,850	)
Change in fair value of derivative liabilities		(238,900	)		(1,079,450	)		1,778,100			53,600
Loss on settlement of debt, net		(1,497,061	)		(327,433	)		(2,060,123	)		(117,700	)
Loss on impairment		(240,350	)		-
Other income, net		92,764			12,395

Total other expense, net		(3,729,463	)		(2,784,895	)		(496,127	)		(360,950	)

Net loss from continuing operations								(3,443,527	)		(4,156,512	)

Discontinued operations:
Income (loss) from operations								(887,628	)		2,515,827

Net loss		(8,332,694	)		(7,725,551	)		(4,331,155	)		(1,640,685	)

Net loss attributable to noncontrolling interest		724,477			20,929
Net (income) loss attributable to noncontrolling interest								372,803			(1,056,647	)

Net loss attributable to Vystar	$	(7,608,217	)	$	(7,704,622	)	$	(3,958,352	)	$	(2,697,332	)

Basic and diluted loss per share:
Net loss per share	$	(0.01	)	$	(0.01	)
Net loss from continuing operations							$	(0.27	)	$	(0.33	)
Net income (loss) from discontinued operations							$	(0.07	)	$	0.20
Net income (loss) attributable to noncontrolling interest							$	(0.03	)	$	0.08
Net loss attributable to common shareholders							$	(0.31	)	$	(0.21	)

Basic and diluted weighted average number of common shares outstanding		1,123,842,260			1,009,072,209			12,942,605			12,706,056

The accompanying notes are an integral part of these consolidated financial statements.

Vystar Corporation (“Vystar”, the “Company”, “we,” “us,” or “our”) is based in Worcester, Massachusetts and produces a line of innovative air purifiers, which destroy viruses and bacteria through the use of ultraviolet light. Vystar is also the creator and exclusive owner of the innovative technology to produce Vytex^® Natural Rubber Latex (“NRL”). Vystar manufactures and sells NRL used primarily in various bedding products. In addition, Vystar has a majority ownership in Murida Furniture Co., Inc. dba Rotmans Furniture (“Rotmans”), formerly one of the largest independent furniture retailers in the U.S.

All activities of Rotmans have been included in discontinued operations. Additional disclosure can be found in Note 17. Other references to Rotmans in the accompanying notes, excluding Note 17, are for informational purposes only.

On September 1, 2022, our 1-for-100 reverse stock split of our common stock was effective, which was previously approved by our Board of Directors on July 26, 2022. The total number of shares which the Company is authorized to issue is 520,000,000, of which 500,000,000 is common and 20,000,000 is preferred. All share and per share amounts have been adjusted in these consolidated financial statements to reflect the effects of the reverse stock split, unless otherwise noted.

The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.

The Company has evaluated subsequent events through the date of the filing of its Form 10-K with the Securities and Exchange Commission. Other than those events disclosed in Note ~~19,~~18, the Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements.

The ~~condensed~~ consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All significant intercompany accounts and transactions have been eliminated.

In ~~December 2019, a novel coronavirus (“COVID-19”) emerged~~accordance with ASC No. 205-20, Discontinued Operations, for all periods presented, the results of operations and ~~has subsequently spread worldwide. The World Health Organization declared COVID-19 a pandemic resulting~~related balance sheet items associated with Rotmans are reported in federal, state, and local governments mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed todiscontinued operations in the virus. On March 24, 2020, Massachusetts required all non-essential businesses to close their physical workplaces. As a result, the Rotmans showroom, offices and warehouse temporarily closed. During that time, associates worked remotely where possible. The Company re-opened on June 10, 2020 and continues to monitor developments, including government requirements and recommendations.accompanying consolidated financial statements. See Note 17 for further details.

The COVID-19 pandemic ~~has~~ caused, among other things, interruptions to our supply chains and suppliers, including problems with inventory availability with price volatility and higher cost of products and international freight due to the high demand of products and low supply for ~~an unpredictable~~a period of time. Most disruptions were resolved in the second half of 2022.

The pandemic continues to cause economic disruption. Although our showroom has reopened, some business segments remain closed or are operating on a reduced scale. The COVID-19 pandemic is complex and continues to evolve with sporadic resurgences, new virus variants and the vaccine rollout. We cannot reasonably estimate the duration of COVID-19 and its impact on Vystar. Accordingly, the estimates and assumptions made as of December 31, 2020 could change in subsequent interim reports, and it is reasonably possible that such changes could be significant (although the potential effects cannot be measured at this time).

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one reportable segment with different operating segments.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates made by management include, among others, allowance for obsolete inventory, ~~the allocation of purchase price related to acquisitions,~~ the recoverability of long-lived assets, valuation and impairment of intangible assets, fair values of right of use assets and lease liabilities, valuation of derivative liabilities, share-based compensation and other equity issuances. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from these estimates.

The Company’s financial instruments consist principally of cash, accounts receivable, investments - equity securities, accounts payable, accrued expenses and interest payable, shareholder notes payable, long-term debt and unearned revenue. The carrying values of all the Company’s financial instruments approximate or equal fair value because of their short maturities and market interest rates or, in the case of equity securities, being stated at fair value.

In specific circumstances, certain assets and liabilities are reported or disclosed at fair value. Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company’s principal market for such transactions. If there is not an established principal market, fair value is derived from the most advantageous market.

Highest priority is given to Level 1 inputs and the lowest priority to Level 3 inputs. Acceptable valuation techniques include the market approach, income approach, and cost approach. In some cases, more than one valuation technique is used. The derivative liabilities were recognized at fair value on a recurring basis through the date of the settlement and December 31, ~~2020~~2022 and are level 3 measurements. There have been no transfers between levels during the year ended December 31, ~~2020.~~2022.

Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on valuations that use information and assumptions provided by management. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including, legal, accounting, and other costs, are capitalized in asset acquisitions and for business combinations are expensed in the periods in which the costs are incurred. The results of operations of acquired assets are included in the financial statements from the acquisition date.

Cash and cash equivalents include all liquid investments with a maturity date of less than three months when purchased. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions which typically settle within five days. Restricted cash represents cash balances restricted as to withdrawal or use and are included in prepaid expenses and other on the consolidated balance sheets.

Accounts receivable are stated at the amount management expects to collect from outstanding balances. ~~The Company~~Rotmans routinely sells, without recourse, trade receivables resulting from retail furniture sales to two financial institutions at an average service charge of ~~3.7%~~2.75% in ~~2020.~~2022. Amounts sold during the year ~~ended~~ending December 31, ~~2020~~2022 were approximately ~~$4,420,000.~~$2,579,000. Retail furniture receivables retained by ~~the Company~~Rotmans are generally collateralized by the merchandise sold, represent valid claims against debtors for sales arising on or before the balance sheet date and are reduced to their estimated net realizable value. In addition, the Company grants credit to Vystar customers without requiring collateral. The amount of accounting loss for which Vystar is at risk in these unsecured accounts receivable is limited to their carrying value. Management provides for uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based upon its assessment of the current status of individual accounts. Balances that are still outstanding after management has performed reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. ~~As of December 31, 2020 and 2019, the Company considers accounts receivable to be fully collectible and no~~An allowance for doubtful accounts was ~~recorded.~~not needed at December 31, 2022. As of December 31, 2021, Vystar has recorded an allowance for doubtful accounts of $273,000.

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, Rotmans was eligible for a refundable employee retention credit subject to certain criteria. Rotmans recognized employee retention credits of $771,287 during the year ended December 31, 2021. Rotmans has filed for refunds of the employee retention credits and as of the date of this Annual Report on Form 10-K has subsequently received all of the remaining refunds.

Rotmans terminated its agreement with a supplier in 2021 and will receive $100,000 in consideration. As of December 31, 2022, the remaining account balance of $66,667 represents funds due from this termination.

Inventories include those costs directly attributable to the product before sale. Inventories consist primarily of finished goods of furniture, mattresses, RxAir purifier units, foam toppers and pillows and are carried at net realizable value, which is defined as selling price less cost of completion, disposal and transportation. ~~The Company evaluates~~Both Rotmans and Vystar evaluate the need to record write-downs for inventory on a regular basis. Appropriate consideration is given to obsolescence, slow-moving and other factors in evaluating net realizable values. Inventories not expected to be sold within 12 months are classified as long-term.

Prepaid expenses and other include restricted cash, amounts related to prepaid insurance policies, which are expensed on a straight-line basis over the life of the underlying policy, and other expenses.

Marketable equity securities have been categorized as available-for-sale and, as a result, are stated at fair value. Unrealized gains and losses are reflected in the statement of operations. The Company periodically reviews the available-for-sale securities for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. As of December 31, 2020, the Company believes the cost of the available-for-sale securities was recoverable in all material respects.

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets, generally 5 to 10 years, using straight-line and accelerated methods.

Expenditures for major renewals and betterments are capitalized, while routine repairs and maintenance are expensed as incurred. When property items are retired or otherwise disposed of, the asset and related reserve accounts are relieved of the cost and accumulated depreciation, respectively, and the resultant gain or loss is reflected in earnings. As of December 31, ~~2020,~~2022 and 2021, the net balance of property and equipment for Vystar is ~~$1,631,651~~$140,886 and $184,442, respectively, with accumulated depreciation of ~~$587,081.~~$201,517 and $157,961, respectively. As of December 31, ~~2019,~~2022 and 2021, the net balance of property and equipment for Rotmans is ~~$1,879,739~~$490,420 and $647,657, respectively, with accumulated depreciation of ~~$208,799.~~$114,041 and $486,023, respectively.

Patents represent legal and other fees associated with the registration of patents. ~~The Company~~Vystar has five issued patents with the United States Patent and Trade Office (“USPTO”), as well as five issued international Patent Cooperation Treaty (“PCT”) patents. Patents are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from 9 to 20 ~~years.~~years.

~~The Company~~Vystar has trademark protection for “Vystar”, “Vytex”, and “RxAir” among others. Trademarks are carried at cost and since their estimated life is indeterminable, no amortization is recognized. Instead, they are evaluated annually for impairment.

Customer relationships, tradename and marketing related intangibles are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from 5 to 10 ~~years.~~years.

Our intangible assets are reviewed for impairment annually or more frequently as warranted by events of changes in circumstances. During the year ended December 31, ~~2020, we~~2022, Vystar recognized an impairment charge of ~~$240,350~~$297,723 related to customer relationships, proprietary technology, tradename and brand, and noncompete involving UV Flu. During the year ended December 31, 2022, Rotmans recognized an impairment charge of $411,527 related to the ~~NHS~~closing of the showroom and abandonment of customer relationships, tradename ~~due~~and brand, and marketing related intangibles. During the year ended December 31, 2021, Vystar recognized an impairment charge of $245,050 related to ~~its discontinuation in~~ the ~~product line.~~proprietary technology and customer relationships involving NHS.

We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. We evaluate assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the assets. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. ~~During the years ended December 31, 2020 and 2019, we did not recognize any impairment of our long-lived assets.~~

Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized, rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. We perform our annual impairment test at the end of each calendar year, or more frequently if events or changes in circumstances indicate the asset might be impaired.

Accounting for acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While we use best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement.

The impairment model permits, and we utilize, a simplified approach for determining goodwill impairment. In the first step, we evaluate the recoverability of goodwill by estimating the fair value of our reporting unit using multiple techniques, including an income approach using a discounted cash flow model and a market approach. Based on an equal weighting of the results of these two approaches, a conclusion of fair value is estimated. The fair value is then compared to the carrying value of our reporting unit. If the fair value of a reporting unit is less than its carrying value, the Company recognizes this amount as an impairment loss. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of goodwill over its implied fair value. Vystar recognized an impairment loss of $147,092 during the year ended December 31, 2022 related to a prior acquisition. Rotmans recognized an impairment loss of $313,209 during the year ended December 31, 2022.

Borrowings are recognized initially at the principal amount received. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized as interest expense in the statements of operations over the period of the borrowings using the effective interest method.

~~The Company~~Vystar evaluates its debt instruments or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Accounting Standards Codification (“ASC”) Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

~~The Company~~Vystar applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. From time to time, ~~the Company~~Vystar has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives for accounting purposes. Accordingly, as of December 31, ~~2020,~~2022, the Company has classified all conversion features as derivative liabilities and has estimated the fair value of these embedded conversion features using a Monte Carlo simulation model.

Unearned revenue consists of customer advance payments, deposits on sales of undelivered merchandise and deferred warranty revenue on self-insured stain protection warranty coverage.

Changes to unearned revenue during the years ended December 31, ~~2020~~2022 and ~~2019~~2021 are summarized as follows:

The Company presents basic and diluted loss per ~~share.~~share and is reported separately for continuing operations and discontinued operations. Because the Company reported a net loss for ~~2020~~2022 and ~~2019,~~2021, common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same. Excluded from the computation of diluted loss per share were options to purchase ~~27,874,938~~266,750 and ~~27,983,271~~268,750 shares of common stock for ~~2020~~2022 and ~~2019,~~2021, respectively, as their effect would be anti-dilutive. Warrants to purchase ~~14,205,912~~37,266 and ~~14,237,646~~101,743 shares of common stock for ~~2020~~2022 and ~~2019,~~2021, respectively, were also excluded from the computation of diluted loss per share as their effect would be anti-dilutive. In addition, preferred stock convertible to ~~4,822,612~~23,952,603 and ~~4,591,100~~32,302 shares of common stock for ~~2020~~2022 and ~~2019,~~2021, respectively, were excluded from the computation of diluted loss per share as their effect would be anti-dilutive. Both shareholder and Rotman Family contingently convertible notes payable convertible to ~~198,441,652~~4,081,316 and ~~434,260,526~~7,647,906 shares of common stock for ~~2020~~2022 and ~~2019,~~2021, respectively, were also excluded from the computation of diluted loss per share as their effect would be anti-dilutive.

Our principal activities from which we generate our revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions at the retail store and on the websites for e-commerce customers, or the execution of terms and conditions contracts with retailers and wholesalers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale.

Consideration is typically paid prior to shipment via credit card or check when our products are sold direct to consumers, which is typically within 1 to 2 days or approximately 30 days from the time control is transferred when sold to wholesalers, distributors and retailers. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience and, in some circumstances, published credit and financial information pertaining to the customer.

A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for us is transfer of finished goods to our customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. We have concluded the sale of finished goods and related shipping and handling are accounted for as the single performance obligation.

The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods to the customer. We issue refunds to retail, e-commerce and print media customers, upon request, within 30 days of delivery. We estimate the amount of potential refunds at each reporting period using a portfolio approach of historical data, adjusted for changes in expected customer experience, including seasonality and changes in economic factors. For retailers, distributors and wholesalers, we do not offer a right of return or refund and revenue is recognized at the time products are shipped to customers. In all cases, judgment is required in estimating these reserves. Actual claims for returns could be materially different from the estimates. As of December 31, ~~2020,~~2022 and ~~2019, reserves for~~2021, estimated sales returns totaled ~~$55,000~~$415,000 and ~~$3,000,~~$337,000, respectively, and are included in the accompanying consolidated balance sheets as accrued expenses.

We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company. The Company considers fulfillment when it passes all liability at the point of shipping through ~~third party~~third-party carriers or ~~in-house~~ delivery services. Delivery fees are charged to customers and are included in revenue in the accompanying consolidated statements of operations and the costs associated with these deliveries are included in ~~operating expenses in the accompanying consolidated statements of operations through January 20, 2020. All subsequent delivery costs totaling approximately $779,000 are included in~~ revenues as a third-party delivery service ~~was engaged beginning January 21, 2020.~~is engaged. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue in the accompanying consolidated statements of operations.

Rotmans also defers revenues for separately-priced stain protection warranty coverage for which it is ultimately self-insured. Revenue is recognized from the extended warranty sales on a straight-line basis over the respective contract term. The extended warranty terms primarily range from three to five years from the date of delivery. ~~The Company~~Rotmans ended this warranty program during 2020 but ~~continues to amortize~~amortized the previously contracted warranties over their original ~~terms. The Company switched to a separately-priced stain protection warranty serviced by a third-party when the~~terms until store ~~reopened~~closing in ~~June. Related costs of the warranties of approximately $32,000 are included in sales for 2020.~~December 2022. At December 31, ~~2020, and 2019,~~2021, deferred warranty revenue was approximately ~~$920,000 and $1,309,000, respectively,~~$524,000 and is included in the liabilities of discontinued operations as unearned revenue in the accompanying consolidated balance sheets. During ~~2020,~~2022 and 2021, the Company ~~recorded total proceeds of approximately $118,000 and~~ recognized total revenues of approximately ~~$506,000 related to deferred warranty revenue arrangements. During the period from July 18, 2019 through December 31, 2019, the Company recorded total proceeds of approximately $230,000~~$524,000 and ~~recognized total revenues of approximately $245,000~~$388,000, respectively, related to deferred warranty revenue arrangements. Commission costs in obtaining extended warranty contracts are capitalized and recognized as expense on a straight-line basis over the period of the warranty ~~contract.~~contract until store closing in December 2022. At December 31, ~~2020, and 2019,~~2021, deferred commission costs were approximately ~~$241,000 and $346,000, respectively,~~$134,000 and are included in the assets of discontinued operations in the accompanying consolidated balance sheets. All other costs, such as costs of services performed under the contract, general and administrative expenses, and advertising costs are expensed as incurred.

Cost of revenue consists primarily of product and freight costs and fees paid to online retailers.

Research and development costs are expensed when incurred. Research and development costs include all costs incurred related to the research, development and testing. For the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, Vystar’s research and development costs were not significant.

Advertising costs, which include television, radio, newspaper, digital and other media advertising, are expensed upon first showing. ~~Advertising~~Vystar costs included in general and administrative expenses in the accompanying consolidated statements of operations were approximately ~~$1,808,000~~$35,000 and ~~$1,050,000~~$251,000 for the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, respectively. Rotmans costs included in discontinued operations were approximately $1,212,000 and $1,923,000 for the years ended December 31, 2022 and 2021, respectively.

The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. ~~The Company~~Vystar has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the ~~Company’s~~Vystar’s common stock on the date of grant. ~~The Company~~Vystar accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award.

Vystar recognizes income taxes on an accrual basis based on a tax position taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets or liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold will be measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more likely than not be realized. Should they occur, interest and penalties related to tax positions are recorded as interest expense. No such interest or penalties have been incurred for the years ended December 31, ~~2020~~2022 and ~~2019.~~2021.

Vystar and Rotmans remain subject to income tax examinations from Federal and state taxing jurisdictions for ~~2017~~2019 through ~~2020.~~2022.

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash and accounts receivable. Cash held in operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While the Company monitors cash balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to our cash; however, the Company can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets. Credit concentration risk related to accounts receivable is mitigated as customer credit is checked prior to the sales.

~~The Company~~Vystar is exposed to risks pertinent to the operations of a retailer, including, but not limited to, the ability to acquire new customers and maintain a strong brand as well as broader economic factors such as interest rates and changes in customer spending patterns.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of ASU 2021-04 in 2022 had no effect on the Company’s financial position, results of operations and cash flows.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The ~~Board~~FASB also specified that an entity should adopt the guidance as of the beginning of its annual fiscal year and is not permitted to adopt the guidance in an interim period. ~~The Company~~Vystar is still evaluating the effect the adoption will have on its financial statements.

~~In December 2019, the FASB issued ASU 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~, as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 02019-12 removes certain exceptions to the general principle of ASC 740 in order to reduce the cost and complexity of its application. ASU 2019-12 is effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company does not believe adoption will have a material impact on its financial statements.

The Company’s financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, ~~the Company~~Vystar has incurred significant losses and experienced negative cash flow since inception. At December 31, ~~2020,~~2022, the Company had cash of ~~$620,539~~$12,274 and a deficit in working capital of approximately ~~$10.1~~$3.1 million. Further, at December 31, ~~2020~~2022 the accumulated deficit amounted to approximately ~~$48.7~~$55.4 million. We use working capital to finance our ongoing operations, and since those operations do not currently cover all our operating costs, managing working capital is essential to ~~our Company’s~~Vystar’s future success. Because of this history of losses and financial condition, there is substantial doubt about ~~the Company’s~~Vystar’s ability to continue as a going concern.

A successful transition to attaining profitable operations is dependent upon obtaining sufficient financing to fund the ~~Company’s~~Vystar’s planned expenses and achieving a level of revenue adequate to support the ~~Company’s~~Vystar’s cost structure. Management plans to finance future operations using cash on hand, increased revenue from RxAir air purification units,Vytex license fees ~~proceeds received from the second round of financing under the Paycheck Protection Program~~ and stock issuances to new and existing shareholders. The Company has also focused the efforts of key internal employees on the goal of creating efficiencies in each department in our retail furniture business, including purchasing, marketing, inventory control, advertising, accounting, warehousing and customer service.

There can be no assurances ~~the Company~~Vystar will be able to achieve projected levels of revenue in ~~2021~~2023 and beyond. If ~~the Company~~Vystar is not able to achieve projected revenue and obtain alternate additional financing of equity or debt, ~~the Company~~Vystar would need to significantly curtail or reorient operations during ~~2021,~~2023, which could have a material adverse effect on the ability to achieve the business objectives, and as a result, may require ~~the Company~~Vystar to file for bankruptcy or cease operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should ~~the Company~~Vystar be forced to take any such actions.

~~The Company’s~~Vystar’s future expenditures will depend on numerous factors, ~~including:~~including the rate at which the Company can introduce RxAir air purification units and license Vytex NRL raw materials to manufacturers, and subsequently retailers; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of ~~the Company’s~~Vystar’s products, services and competing technological developments; ~~the Company’s ability to successfully realize synergies through the integration of the merged companies,~~ acquire new customers and maintain a strong brand; ~~the success of our efforts to reduce expenses in our retail furniture business;~~ and broader economic factors such as interest rates and changes in customer spending patterns. As ~~the Company~~Vystar expands its activities and operations, cash requirements are expected to increase at a rate consistent with revenue growth after ~~the Company~~Vystar has achieved sustained revenue generation.

Unrealized holding gains (losses) on available-for-sale securities were approximately $(13,000) and $8,000 in 2020 and 2019, respectively, and have been included in other income (expenses) in the accompanying statements of operations. Investments represent equity securities in a publicly traded company.

							Vystar			Rotmans			Vystar			Rotmans
							2022						2021
	2020			2019			Vystar			Rotmans			Vystar			Rotmans

Furniture, fixtures and equipment	$	1,385,430		$	1,354,665		$	3,831		$	55,574		$	3,831		$	584,793
Tooling and testing equipment		338,572			319,000			338,572			-			338,572			-
Parking lots		365,707			365,707			-			365,707			-			365,707
Leasehold improvements		79,857			-			-			134,014			-			134,014
Motor vehicles		49,166			49,166			-			49,166			-			49,166

		2,218,732			2,088,538
Property and equipment, gross								342,403			604,461			342,403			1,133,680
Accumulated depreciation		(587,081	)		(208,799	)		(201,517	)		(114,041	)		(157,961	)		(486,023	)

Property and equipment, net	$	1,631,651		$	1,879,739		$	140,886		$	490,420		$	184,442		$	647,657

Depreciation expense for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 was ~~$378,282~~$178,714 and ~~$177,314,~~$353,833, respectively, of which $135,158 and $310,277 is included in net income (loss) from discontinued operations in 2022 and 2021, respectively.

Amortization expense for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 was ~~$416,959~~$345,249 and ~~$267,576,~~$384,250, respectively, of which $248,333 and $248,334 is included in net income (loss) from discontinued operations in 2022 and 2021, respectively.

During the year ended December 31, ~~2020, we~~2022, Vystar recognized an impairment charge of ~~$240,350~~$297,723 related to ~~our tradename~~its UV Flu intangibles. During the year ended December 31, 2022, Rotmans recognized an impairment charge of $1,390,609 related to its store closing in December 2022. The charge is included in net loss from discontinued operations. During the year ended December 31, 2021, Vystar recognized an impairment charge of $245,050 related to customer relationships and ~~brand due to the discontinuance of the NHS tradename.~~proprietary technology acquired from NHS.

Estimated future amortization expense for finite-lived intangible assets is as follows:

	Amount		Amount

2021	$	383,955
2022		383,955
2023		377,530	$	31,716
2024		278,304		31,716
2025		129,439		24,652
2026				16,032
2027				16,032
Thereafter		273,732		25,151

Total	$	1,826,915	$	145,299

~~The Company~~Rotmans leases equipment, a showroom, offices and warehouse facilities. These leases expire at various dates through ~~2024~~2031 and have monthly base rents which range from $800 to $81,000. In connection with ~~options to extend to 2031.~~the store closing in 2022, Rotmans has recorded an impairment loss on the right-of-use assets totaling approximately $666,000. In September 2021, Rotmans entered into a lease termination agreement involving one of its warehouses effective September 30, 2021. Included in net income (loss) from discontinued operations for the year ended December 31, 2021 is a gain on the derecognition of the lease of approximately $5,000.

The table below presents the lease costs for years ended December 31, ~~2020~~2022 and ~~2019:~~2021:

					2022		2021
	Year Ended				Year Ended
	December 31,				December 31,
	2020		2019		2022		2021

Operating lease cost	$	1,579,919	$	724,609	$	1,155,451	$	1,479,444

Finance lease cost:

Amortization of right-of-use assets		188,047		37,121		143,937		182,204
Interest on lease liabilities		43,454		4,826		28,408		34,601

Total lease cost	$	1,811,420	$	766,556	$	1,327,796	$	1,696,249

During the year ended December 31, ~~2020,~~2022 and 2021, the Company recognized sublease income of approximately ~~$112,000,~~$137,000 and $145,000, respectively, which in included in ~~other~~net income ~~(expense), net~~(loss) from discontinued operations in ~~the accompanying condensed consolidated statements of operations. There was no sublease income in 2019.~~2022 and 2021.

~~Our~~Rotmans leases generally do not provide an implicit rate, and therefore we use our incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. We used incremental borrowing rates as of the implementation date for operating leases that commenced prior to that date.

Year Ended
December 31,
2020 2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases $ 1,500,616 $ 635,377
Financing cash flows used for financing leases 214,308 32,921

Assets obtained in exchange for operating lease liabilities - 10,215,153

Assets obtained in exchange for finance lease liabilities 75,739 880,189

Weighted average remaining lease term:
Operating leases 8.9 years 9.5 years
Finance leases 5 years 5.7 years

Weighted average discount rate:
Operating leases 5.55 % 5.53 %
Finance leases 5.16 % 5.16 %

The future minimum lease payments required under Rotmans operating and financing lease obligations as of December 31, ~~2020~~2022 having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS REQUIRED UNDER OPERATING AND FINANCING LEASE OBLIGATIONS

	Operating Leases			Finance Leases			Total			Operating Leases			Finance Leases			Total

2021	$	1,609,780		$	205,545		$	1,815,325
2022		1,117,377			150,943			1,268,320
2023		878,807			150,142			1,028,949		$	1,049,351		$	139,080		$	1,188,431
2024		870,000			140,002			1,010,002			955,272			139,080			1,094,352
2025		870,000			139,080			1,009,080			870,000			139,080			1,009,080
2026											870,000			68,395			938,395
2027											870,000			-			870,000
Thereafter		4,350,000			68,395			4,418,395			2,682,500			-			2,682,500

Total undiscounted lease liabilities		9,695,964			854,107			10,550,071			7,297,123			485,635			7,782,758
Less: imputed interest		(2,085,361	)		(104,015	)		(2,189,376	)		(1,370,983	)		(42,108	)		(1,413,091	)

Net lease liabilities	$	7,610,603		$	750,092		$	8,360,695		$	5,926,140		$	443,527		$	6,369,667

As of December 31, ~~2020, the Company~~2022, Rotmans or Vystar does not have additional operating and finance leases that have not yet commenced.

The Company formerly had a $2,500,000 revolving line of credit with Fidelity Co-operative Bank. Advances were limited to 50% of eligible inventory and bore interest at the prime rate plus 0.50% with a floor of 3.75%. The line was paid in full with proceeds from advances noted below and closed in May 2020.

~~The Company~~Rotmans entered into a ~~$125,000~~$125,000 letter of credit agreement with Fidelity Co-operative Bank in November 2020. The pledged collateral of a ~~$125,000~~$125,000 cash deposit account is included in prepaid expenses and ~~other.~~other, of assets of discontinued operations. The letter of credit was required pursuant to an agreement with a third-party financial institution for customer financing. The requirements were removed in March 2023 and the funds released.

On May 29, 2020, Rotmans entered into a sale promotion consulting agreement with a national furniture sales event company. Under the agreement, Rotmans appointed the third-party as its exclusive agent to assist with a high-impact sale. Before the sale, the agent advanced the Company funds of approximately ~~$2,300,000~~$2,300,000 to pay off the Fidelity line of credit and certain other vendors. The agent ~~will be~~was reimbursed for the advance from the proceeds of the sale. ~~In addition,~~The initial sales agreement with the agent ended in May 2021. A new agreement was entered into with the agent in June 2021. The agreement has been amended numerous times and ended in December 2022. The agent had a senior first priority security interest and lien inon Rotmans inventories and other assets until all obligations and liabilities ~~are~~were satisfied. ~~Profits of~~At the ~~sale will be distributed according to the specific terms~~conclusion of the agreement, ~~which has been tentatively extended through May 2021. The net~~the remaining inventories were transferred to the agent. As of December 31, 2022, a receivable is due from the agent for the inventories and sales receipts in the amount of $1,853,972 and is included in assets of discontinued operations in the accompanying consolidated balance sheet. As of December 31, 2021, the outstanding balance of the advance is approximately ~~$2,159,000 as of December 31, 2020~~$2,082,000 and is included in ~~accounts payable~~liabilities of discontinued operations in the accompanying consolidated balance sheet.

On February 24, 2020, the Company entered into an agreement with Libertas Funding LLC (“Libertas”) to sell future sale receipts totaling $1,089,000 for a purchase price of $825,000. The sold amount of future sales receipts were to be delivered weekly to Libertas at predetermined amounts over a period of nine months. Pursuant to a settlement agreement dated August 25, 2020, the amount owed to Libertas has been fully settled with the payment of $525,000 on September 4, 2020. Included in loss on settlement of debt, net in the accompanying statements of operations is a gain of approximately $44,000 realized on the Libertas settlement.

~~Other term debt totaling $16,374 at December 31, 2019, respectively, represents three 0% loans on motor vehicles, requiring cumulative monthly payments of $1,488 through maturity in November 2020.~~

On April 16, 2020, Rotmans received ~~$1,402,900~~$1,402,900 in loan funding from the Paycheck Protection Program (the “PPP”), established pursuant to the ~~recently enacted Coronavirus Aid, Relief, and Economic Security~~CARES Act ~~(the “CARES Act”)~~ and administered by the U.S. Small Business Administration (“SBA”). The unsecured loan (the “PPP Loan”) is evidenced by a promissory note of the Company dated April 16, 2020 (the “Note”) in the principal amount of ~~$1,402,900~~$1,402,900 with United Community Bank (the “Bank”), the lender. Under the terms of the Note and the PPP Loan, interest accrues on the outstanding principal at the rate of ~~1.0%~~1.0% per annum. The term of the Note is two years, though it may be payable sooner in connection with an event of default under the Note. ~~Subsequent to December 31, 2020,~~On January 24, 2021, the ~~Company applied for and has been notified~~PPP loan was fully forgiven by the ~~entire~~SBA.

On February 2, 2021, Rotmans received a second PPP loan ~~amount in eligible expenditures for payroll and other expenses has been forgiven.~~

~~Certain investors guaranteed $100,000 each with Ameris Bank (formerly Fidelity Bank) to establish a $500,000 revolving line~~ of ~~credit,~~$1,402,900 from the ~~proceeds of which were loaned to the Company. Since the inception~~SBA. The terms of the ~~loan,~~Note are the ~~Company has paid interest at a rate of 4.5% per annum to Ameris Bank on behalf~~same of the ~~investors. Concurrently, interest payable to~~original PPP loan. On June 25, 2021, the ~~investors has accrued at a rate of 10.0% per annum. Pursuant to an agreement dated September 3, 2020,~~PPP loan was fully forgiven by the ~~balance of $500,000 plus accrued interest of $160,000 was deemed to be paid in full through the issuance of 41,562,000 shares of the Company’s common stock.~~SBA. Included in ~~loss~~gain (loss) on settlement of debt, net infor the ~~accompanying statements~~year ended December 31, 2021 is $2,805,800 related to the forgiveness of ~~operations is a loss of approximately $1,114,000 realized on the Ameris settlement.~~both PPP loans.

The following table summarizes shareholder, convertible and contingently convertible notes payable:

							2022			2021
	December 31,						December 31,
	2020			2019			2022			2021

Shareholder, convertible and contingently convertible notes	$	951,895		$	951,895		$	309,500		$	1,241,895
Accrued interest		94,164			46,569			26,763			147,009
Debt discount		-			(137,775	)

		1,046,059			860,689
Total shareholder notes and accrued interest								336,263			1,388,904

Less: current maturities		(1,046,059	)		(366,326	)		(336,263	)		(1,388,904	)

	$	-		$	494,363
Total long-term debt							$	-		$	-

During the year ended December 31, 2018, the ~~Company~~Vystar issued shareholder contingently convertible notes payable, ~~(the “Notes”),~~ some of which were for contract work performed by other entities in lieu of compensation and expense reimbursement, totaling approximately ~~$335,000.~~$338,000. The ~~Notes~~notes are (i) unsecured, (ii) bear interest at an annual rate of five percent ~~(5%~~(5%) ~~per annum~~ from date of issuance, and (iii) are convertible at ~~the Company’s~~Vystar’s option post April 19, 2018. The ~~Notes~~notes mature one year from issuance but may be extended one (1) additional year by ~~the Company.~~Vystar. If converted, the ~~Notes~~notes plus accrued interest are convertible into shares of ~~the Company’s~~Vystar’s common stock at the prior twenty (20) day average closing price with a ~~50%~~50% discount. The outstanding balance of all of these ~~Notes~~notes of as December 31, ~~2020~~2022 and ~~2019~~2021 is ~~$338,195.~~$19,500 and $338,195, respectively. The ~~Notes~~notes matured in January 2020 and continue to accrue interest until settlement. The notes were in default at December 31, 2021 and bore interest at an annual rate of eight percent (8%) in arrears. All of these notes except one were settled in April 2022 at a gain of approximately $98,000. Vystar issued 53,822 shares of its Series B Preferred Stock in July to complete the settlement. The remaining note is in default at December 31, 2022.

During the year ended December 31, 2019, ~~the Company~~Vystar issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled ~~$613,700.~~$613,700. The face amount of the note represents the amount due at maturity along with the accrued ~~interest.~~interest at an annual rate of five percent (5%). The notes mature one year from issuance but may be extended one (1) additional year by Vystar. The face amount can be converted into shares of ~~the Company’s~~Vystar’s stock, at the option of the Company, based on the average closing price for the trailing 20 days prior to conversion and carrying a ~~35%~~35% to ~~50%~~50% discount. These notes can be converted only after an acceleration event which involves a symbol change, uplisting, or reverse stock split and such conversion is in the control of Vystar. All of these notes were outstanding and in default as of December 31, 2021. The unpaid balance on the ~~Company.~~notes bore interest at an annual rate of eight percent (8%) in arrears. All of these notes were settled in April 2022 at a gain of approximately $142,000. Vystar issued 98,933 shares of its Series B Preferred Stock in July to complete the settlement.

During the year ended December 31, 2021, Vystar issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled $290,000. The notes are unsecured and bear interest at an annual rate of five percent (5%) from date of issuance. The face amount of the notes represents the amount due at maturity along with the accrued interest. The notes were extended by Vystar for an additional year. In the event that the spin-off of RxAir does not occur within 2023, Vystar will convert these notes into common stock at a conversion price of $1.60. If the spin-off does occur, these notes will convert into RxAir common stock with two conversion prices of $0.15 and $2, which equates to a blended conversion price of $0.18. All of these notes are outstanding as of December 31, ~~2020.~~2022 and 2021. At the issuance date of these notes, it was determined they contain a beneficial conversion feature amounting to approximately $90,000. As these notes are contingently convertible, the beneficial conversion feature will not be recorded on the consolidated financial statements until the actual conversion occurs.

Based on the variable conversion price of ~~these~~the notes ~~the Company~~issued prior to 2021, Vystar recorded the embedded conversion features as derivative liabilities, which amounted to ~~$491,700 and $442,934~~$647,100 at December 31, ~~2020 and 2019, respectively.~~2021. With the debt settlements in April 2022, the value of the embedded conversion features on the one remaining note was de minimis at December 31, 2022.

							2022			2021
	December 31,						December 31,
	2020			2019			2022			2021

Rotman Family convertible notes	$	1,832,707		$	1,782,707		$	5,000		$	1,967,737
Rotman Family nonconvertible notes		1,555,500			507,500			140,000			1,953,509
Accrued interest		189,394			53,152			24,552			384,238
Debt discount		(4,667	)		(585,100	)		-			(27,083	)

		3,572,934			1,758,259
Due to related party								169,552			4,278,401
Less: current maturities		(1,537,000	)		(46,000	)		(169,552	)		(1,487,000	)

	$	2,035,934		$	1,712,259
Due to related party, noncurrent							$	-		$	2,791,401

On September 30, 2019, ~~the Company~~Vystar issued contingently convertible promissory notes totaling ~~$180,000,~~$180,000 to Steven Rotman ($~~105,000)~~105,000) and Greg Rotman ($~~75,000)~~75,000). These notes are (i) unsecured, (ii) bear interest at an annual rate of eight percent ~~(8%~~(8%) ~~per annum~~ from date of issuance, (iii) are convertible at ~~the Company’s~~Vystar’s option after December 31, 2019, and (iv) mature five years from issuance. If converted, the notes plus accrued interest are convertible into shares of ~~the Company’s~~Vystar’s common stock at the average of the five lowest closing prices in the 90-day period prior to conversion with a ~~50%~~50% discount. These notes were settled by Vystar in July 2022 with the issuance of 48,276 and 25,812 shares of Series C Preferred Stock to Steven and Greg Rotman, respectively. A loss of approximately $68,000 and $37,000 was incurred on the settlement to Steven and Greg Rotman, respectively. The balance of the notes payable including accrued interest to Steven and Greg Rotman iswas approximately ~~$118,000~~$126,000 and ~~$62,000,~~$66,000, respectively, at December 31, ~~2020 and approximately $109,000 and $57,000, respectively, at December 31, 2019.~~2021.

On July 18, 2019, ~~the Company~~Vystar issued contingently convertible notes totaling ~~$1,522,500,~~$1,522,500 to Steven Rotman ($~~1,102,500)~~1,102,500) and Bernard Rotman ($~~420,000)~~420,000) as partial consideration for the acquisition of ~~58%~~58% of ~~Rotmans (see Note 18).~~Rotmans. These notes are (i) unsecured, and (ii) bear interest at an annual rate of ~~eight~~five percent ~~(8%~~(5%) ~~per annum~~ from date of issuance. These notes can be converted only after an acceleration event which involves a symbol change, or reverse stock split and such conversion is in the control of the Company. Steven Rotman’s note matures eight years from issuance and Bernard Rotman’s note matures four years from issuance. If converted, the notes plus accrued interest are convertible into shares of ~~the Company’s~~Vystar’s common stock at a 20-day average closing price at a ~~50%~~50% discount. These notes were settled by Vystar in July and September 2022 with the issuance of 474,336 and 180,699 shares of Series C Preferred Stock to Steven and Bernard Rotman, respectively. A loss of approximately $679,000 and $69,000 was incurred on the settlement to Steven and Bernard Rotman, respectively. The balance of the notes payable including accrued interest to Steven and Bernard Rotman ~~were~~was approximately ~~$1,183,000~~$1,238,000 and ~~$451,000,~~$472,000, respectively, at December 31, ~~2020 and approximately $1,128,000 and $430,000, respectively, at December 31, 2019.~~2021.

On December 19, 2019, ~~the Company~~Vystar issued a contingently convertible promissory note totaling ~~$100,000,~~$100,000 to Steven Rotman. The face amount of the note represents the amount due at maturity along with the accrued interest at 5%5%. The amount can be converted into shares of ~~the Company’s~~Vystar’s stock, at the option of the Company, based on the average closing price for the trailing 20 days prior to conversion and carrying ~~50%~~50% discount. The note can be converted only after an acceleration event which involves a symbol change, uplisting, or reverse stock split and such conversion is in the control of ~~the Company.~~Vystar. The note ~~matures~~ was extended to mature two years from issuance. This note was settled by Vystar in July 2022 with the issuance of 42,225 shares of Series C Preferred Stock at a loss of approximately $60,000. The balance of the note payable including accrued interest to Steven Rotman iswas approximately ~~$105,000 and $100,000~~$110,000 at December 31, ~~2020 and 2019,~~2021, respectively.

On February 20, 2020, ~~the Company~~Vystar issued a contingently convertible promissory note totaling ~~$50,000,~~$50,000 to Steven Rotman. The face amount of the note represents the amount due at maturity along with the accrued interest at 5%5%. The amount can be converted into shares of ~~the Company’s~~Vystar’s stock, at the option of the Company, based on the average closing price for the trailing 20 days prior to conversion and carrying ~~50%~~50% discount. The note can be converted only after an acceleration event which involves a symbol change, uplisting, or reverse stock split and such conversion is in the control of ~~the Company.~~Vystar. The note matures two years from issuance. This note was settled by Vystar in July 2022 with the issuance of 20,913 shares of Series C Preferred Stock at a loss of approximately $30,000. The balance of the note payable including accrued interest to Steven Rotman iswas approximately ~~$52,000,~~$55,000 at December 31, ~~2020.~~2021.

On June 3, 2021, Vystar issued a contingently convertible promissory note totaling $130,030 to Gregory Rotman. The face amount of the note represents the amount due at maturity along with the accrued interest at 5%. The amount can be converted into shares of Vystar’s stock, at the holder’s option, based on the average closing price for the trailing 20 days prior to conversion and carrying 50% discount or $1.65 per share whichever is lower. The holder may elect to accelerate conversion in the event of a spin-out or reverse split. The note matures two years from issuance. This note was settled by Vystar in July 2022 with the issuance of 51,896 shares of Series C Preferred Stock at a loss of approximately $76,000. The balance of the note payable including accrued interest to Gregory Rotman was approximately $134,000 December 31, 2021.

On August 17, 2021, Vystar issued a contingently convertible promissory note totaling $5,000 to Jamie Rotman. The note is unsecured and bears interest at an annual rate of five percent (5%) from date of issuance. The face amount of the note represents the amount due at maturity along with the accrued interest. In the event that the spin-off of RxAir does not occur within 2023, Vystar will convert the note into common stock at a conversion price of $1.60. If the spin-off does occur, the note will convert into RxAir common stock with two conversion prices of $0.15 and $2, which equates to a blended conversion price of $0.18. At the issuance date of this note, it was determined to contain a beneficial conversion feature amounting to approximately $2,000. As this note is contingently convertible, the beneficial conversion feature will not be recorded on the consolidated financial statements until the actual conversion occurs. The balance of the note payable including accrued interest to Jamie Rotman was approximately $5,000 at December 31, 2022 and 2021.

Based on the variable conversion price for ~~all of~~ these convertible notes excluding the ~~Company~~one issued in August 2021, Vystar recorded the embedded conversion features as derivative liabilities, which amounted to ~~$1,275,000 and $1,056,866~~$1,131,000 at December 31, ~~2020~~2021. With the subsequent conversions in July 2022, there was no value of the embedded conversion features at December 31, 2022.

As of December 31, 2022, the one remaining note is due in 2023 and ~~2019, respectively.~~is included in current maturities.

In connection with the acquisition of ~~58%~~58% of Rotmans, Steven and Bernard Rotman were issued related party notes payable in the amounts of ~~$367,500~~$367,500 and ~~$140,000,~~$140,000, respectively. The notes bear interest at an annual rate of five percent ~~(5%~~(5%). Steven Rotman’s note matures eight years from issuance and Bernard Rotman’s note matures four years from issuance. Payments of ~~$3,828~~$3,828 and ~~$2,917~~$2,917 to Steven and Bernard Rotman, respectively, per month were scheduled to begin six months from issuance until maturity in December 2027 and 2023, respectively. Steven Rotman’s note was settled by Vystar in July 2022 with the issuance of 158,112 shares of Series C Preferred Stock at a loss of approximately $225,000. The balance of Bernard Rotman’s note including accrued interest was approximately $164,000 at December 31, 2022. The balance of these notes payable including accrued interest to Steven and Bernard Rotman iswas approximately ~~$394,000~~$413,000 and ~~$150,000,~~$157,000, respectively, at December 31, ~~2020 and approximately $376,000 and $143,000, respectively, at December 31, 2019. No payments have been made by the Company as of December 31, 2020.~~2021.

During ~~the three months ended September 30,~~ 2020, Steven Rotman advanced ~~the Company~~Vystar funds totaling ~~$595,000.~~$1,048,000. In ~~October~~December 2020, ~~the Company~~Vystar formalized the advances and issued a promissory note to Steven Rotman. The note bears interest at an annual rate of five percent ~~(5%~~(5%) and iswas due one year from issuance. The maturity date was extended to December 2022 at the end of 2021. The face amount of the note represents the amount due at maturity along with accrued interest. Vystar settled this note in July 2022 with the issuance of 427,296 shares of Series C Preferred Stock at a loss of approximately $611,000. The balance of the note payable including accrued interest to Steven Rotman was approximately $1,115,000, at December 31, 2021.

During 2021, Steven Rotman advanced Vystar funds totaling $398,009. Vystar formalized the advances and issued promissory notes to Steven Rotman. The notes bear interest at an annual rate of five percent (5%) and are due no later than ~~July 1, 2021.~~two years from the issuance date. The face amount of the notes represents the amount due at maturity along with accrued interest. Vystar settled these notes in July 2022 with the issuance of 158,908 shares of Series C Preferred Stock at a loss of approximately $228,000. The balance of the notes payable including accrued interest to Steven Rotman iswas approximately ~~$604,000,~~$415,000 at December 31, ~~2020.~~2021.

The following table summarizes the ~~three months ended~~Rotman Family Nonconvertible Notes:

As of December 31, ~~2020, Steven~~2022, the one remaining note is due in 2023 and included in current maturities.

In April 2022, Blue Oar Consulting, Inc. (“Blue Oar”), an entity wholly owned by Gregory Rotman, advanced ~~the Company funds~~Rotmans $500,000 and paid bills totaling ~~$453,000. The Company~~$100,000 on Rotmans behalf. Rotmans formalized the advances and issued a promissory note to ~~Steven Rotman.~~Blue Oar. The note bears interest at an annual rate of ~~five~~six percent ~~(5%~~(6%) and requires weekly payments of $12,500 until the note and interest is ~~due no later than July 1, 2021. The face amount~~paid in full in 2023. Rotmans also granted Blue Oar a security interest in its inventory. As of December 31, 2022, the ~~notes represents the amount due at maturity along with accrued interest. The~~ balance of the ~~notes~~note payable including accrued interest ~~to Steven Rotman~~was approximately $407,000 and is ~~approximately $459,000, at December 31, 2020.~~included in liabilities from discontinued operations in the accompanying consolidated balance sheet.

As of December 31, ~~2020 and 2019, the Company~~2021 Vystar had a ~~$1,766,700 and $1,499,800, respectively,~~$1,778,100 derivative liability balance on the consolidated balance sheet and recorded a ~~loss~~gain from change in fair value of derivative liabilities of ~~$238,900~~ $1,778,100 and ~~$1,079,450~~ $53,600 for the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, respectively. The derivative liability activity comes from the convertible notes payable. ~~The Company~~Vystar analyzed the conversion features and warrants of the various note agreements for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these ~~Convertible~~convertible notes are subject to a variable conversion rate. ~~The Company~~Vystar has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, ~~the Company~~Vystar has bifurcated the conversion feature of the notes and recorded a derivative liability.

The embedded derivatives for the notes are carried on the Company’s consolidated balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the consolidated statement of operations and the associated fair value carrying amount on the consolidated balance sheet is adjusted by the change. ~~The Company~~Vystar fair values the embedded derivative using a lattice-based valuation model or Monte Carlo simulation.

The following table summarizes the derivative liabilities included in the consolidated balance sheet at December 31, ~~2020~~2022 and ~~2019:~~2021:

	2020		2019			2022			2021

Balance, beginning of the year	$	1,499,800	$	235,085		$	1,778,100		$	1,766,700

Initial measurement of liabilities		28,000		1,464,600			-			65,000

Change in fair value		238,900		1,079,450			(1,778,100	)		(53,600	)

Settlement due to conversion		-		(1,279,335	)

Balance, end of the year	$	1,766,700	$	1,499,800		$	-		$	1,778,100

On May 2, 2013, ~~the Company~~Vystar began a private placement offering to sell up to 200,000 shares of the Company’s 10% Series A Cumulative Convertible Preferred Stock. Under the terms of the offering, ~~the Company~~Vystar offered to sell up to 200,000 shares of preferred stock at ~~$10~~ $10 per share for a value of ~~$2,000,000.~~$2,000,000. The preferred stock ~~accumulates a 10% per annum dividend and~~ was convertible at a conversion price of ~~$0.075~~$7.50 per common share at the option of the holder after a nine-month holding period. The conversion price was lowered to ~~$0.05~~ $5.00 per common share for those holders who invested an additional ~~$25,000~~ $25,000 or more in ~~the Company’s~~Vystar’s common stock in the aforementioned September 2014 Private Placement. The preferred shares have full voting rights as if converted and have a fully participating liquidation preference. In the event of a liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock shall be entitled to receive an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $10 per share. As of December 31, 2022, the liquidation preference totals approximately $170,000.

As of December 31, ~~2020,~~2022, the ~~13,698~~8,698 shares of outstanding preferred stock had undeclared dividends of approximately ~~$101,000~~$83,000 and could be converted into ~~4,801,840~~33,292 shares of common stock, at the option of the holder.

As of December 31, ~~2019,~~2021, the ~~13,828~~8,698 shares of outstanding preferred stock had undeclared dividends of approximately ~~$91,000~~$75,000 and could be converted into ~~4,591,100~~31,591 shares of common stock, at the option of the holder.

On April 11, 2022, Vystar amended its Articles of Incorporation to add the terms of a 10% Series B Cumulative Convertible Preferred Stock. Under the amendment, the number of shares authorized are 2,500,000. The preferred stock accumulates a 10% per annum dividend and is convertible into 10 shares of common stock at the option of the holder. The holders of Series B Preferred Stock have full voting rights as if converted and have a fully participating liquidation preference. In the event of a liquidation, dissolution or winding up of the Company, the holders of Series B Preferred Stock shall be entitled to receive an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $7 per share. As of December 31, 2022, the liquidation preference totals approximately $2,710,000.

As of December 31, 2022, the 370,969 shares of outstanding preferred stock had undeclared dividends of approximately $113,000 and could be converted into 3,871,290 shares of common stock, at the option of the holder.

On July 8, 2022, Vystar amended its Articles of Incorporation to add the terms of a 10% Series C Cumulative Convertible Preferred Stock. Under the amendment, the number of shares authorized are 2,500,000. The preferred stock accumulates a 10% per annum dividend and is convertible into 10 shares of common stock at the option of the holder. The holders of Series C Preferred Stock have full voting rights as if converted and have a fully participating liquidation preference. In the event of a liquidation, dissolution or winding up of the Company, the holders of Series C Preferred Stock shall be entitled to receive an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $2.61 per share. As of December 31, 2022, the liquidation preference totals approximately $5,233,000.

As of December 31, 2022, the 1,917,973 shares of outstanding preferred stock had undeclared dividends of approximately $227,000 and could be converted into 20,048,021 shares of common stock, at the option of the holder.

During the year ended December 31, ~~2020,~~2022, the Company retired 200 shares of previously issued ~~30,433,402~~common stock.

During the year ended December 31, 2021, Vystar issued 25,334 shares of common stock under equity purchase agreements for cash proceeds totaling ~~$456,490. Included in stock subscription payable at December 31, 2020, is $308,000 received under common stock subscription agreements for 20,533,335 shares during the year ended December 31, 2020.~~

~~During the year ended December 31, 2020, 44,357~~$38,000. In addition, 17,680 shares of common stock were issued for the conversion of ~~130~~5,000 shares of ~~preferred~~Series A Preferred Stock.

Included in stock subscription payable at December 31, 2022 and 2021, is $270,000 received under common stock subscription agreements for ~~principal~~180,000 shares during the year ended December 31, 2020.

At December 31, 2022 and ~~interest totaling $2,218.~~2021, Vystar recorded $1,655,208 and $1,247,549, respectively, of stock subscription payable related to common stock to be issued. The following summarizes the activity of stock subscription payable during the year ended December 31, 2022 and 2021:

The following table presents our revenues disaggregated by each major product category and service for the last two years:

									Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales
	Year Ended December 31,								2022								2021
	2020				2019				Vystar				Rotmans				Vystar				Rotmans
			% of				% of				% of				% of				% of				% of
	Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales		Net Sales
Merchandise:
Case Goods
Bedroom Furniture	$	2,546,691		12.1	$	1,812,867		13.2	$	-		-	$	2,032,560		10.1	$	-		-	$	2,276,316		8.8
Dining Room Furniture		1,639,621		7.8		1,135,807		8.3		-		-		1,366,535		6.7		-		-		1,641,966		6.3
Occasional		3,482,484		16.6		2,239,769		16.4		-		-		2,584,788		12.8		-		-		3,800,158		14.6
		7,668,796		36.5		5,188,443		37.9
Total case goods										-		-		5,983,883		29.6		-		-		7,718,440		29.7
Upholstery		6,458,173		30.8		3,523,817		25.7		-		-		7,953,727		39.3		-		-		10,162,377		39.1
Mattresses and Toppers		3,598,515		17.2		3,038,471		22.2		26,607		22.8		3,456,839		17.1		74,536		4.5		4,487,838		17.3
Broadloom, Flooring and Rugs		1,447,979		6.9		1,172,318		8.6		-		-		1,679,606		8.3		-		-		2,213,054		8.5
Warranty		700,193		3.3		245,002		1.8		-		-		783,329		3.9		-		-		740,864		2.9
Air Purification Units		675,354		3.2		6,202		0.1		74,105		63.6		-		-		1,519,529		91.0		-		-
Accessories and Other		430,233		2.1		511,619		3.7		15,821		13.6		363,907		1.8		74,937		4.5		656,304		2.5
	$	20,979,243		100.0	$	13,685,872		100.0
Net sales									$	116,533		100.0	$	20,221,291		100.0	$	1,669,002		100.0	$	25,978,877		100.0

Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures.

In total, ~~the Company~~Vystar recorded ~~$1,031,850~~$837,468 and ~~$2,968,898~~$822,070 of stock-based compensation for the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, respectively, including shares to be issued related to consultants and board member stock options and common stock and warrants issued to non-employees. Included in stock subscription payable is accrued stock-based compensation of ~~$2,177,806~~$1,385,208 and ~~$845,175~~$873,799 at December 31, ~~2020~~2022 and ~~2019,~~2021, respectively.

~~The Company~~Vystar used the Black-Scholes option pricing model to estimate the grant-date fair value of option and warrant awards:

In total for the years ending December 31, ~~2020~~2022 and ~~2019, the Company~~2021, Vystar recorded ~~$21,872~~$11,072 and ~~$50,789,~~$15,989, respectively, of share-based compensation expense related to employee and ~~Board Members’~~board members’ stock options. ~~The~~There is no unrecognized compensation expense as of December 31, ~~2020 was $27,059 for non-vested share-based awards to be recognized over a period of approximately three years.~~2022.

During 2004, the Board of Directors of ~~the Company~~Vystar adopted a stock option plan (the “Plan”) and authorized up to ~~4,000,000~~40,000 shares to be issued under the Plan. In April 2009, ~~the Company’s~~Vystar’s Board of Directors authorized an increase in the number of shares to be issued under the Plan to ~~10,000,000~~100,000 shares and to include the independent Board Members in the Plan in lieu of continuing the previous practice of granting warrants each quarter to independent Board Members for services. At December 31, ~~2020,~~2022, there are ~~2,251,729~~22,518 shares of common stock available for issuance under the Plan. In 2014, the Board of Directors adopted an additional stock option plan which provides for an additional ~~5,000,000~~50,000 shares, which are all available as of December 31, ~~2020.~~2022. In 2019, the Board of Directors adopted an additional stock option plan ~~with~~which provides for ~~50,000,000~~an additional 500,000 shares, which are all available as of December 31, ~~2020.~~2022. The Plan is intended to permit stock options granted to employees to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the Plan that are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options. Stock options are granted at an exercise price equal to the fair market value of ~~the Company’s~~Vystar’s common stock on the date of grant, typically vest over periods up to 4 years and are typically exercisable up to 10 years.

There were no options granted during the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, respectively. Forfeitures are recognized as they occur.

The following table summarizes all stock option activity of ~~the Company~~Vystar for the years ended December 31, ~~2020~~2022 and ~~2019:~~2021:

						Weighted							Weighted
				Weighted		Average					Weighted		Average
				Average		Remaining					Average		Remaining
	Number			Exercise		Contractual		Number			Exercise		Contractual
	of Shares			Price		Life (Years)		of Shares			Price		Life (Years)

Outstanding, December 31, 2018		29,098,271		$	0.06		4.49
Outstanding, December 31, 2020									278,750		$	20.38		2.47

Granted		-			-		-		-			-		-

Exercised		-			-		-		-			-		-

Forfeited		(1,115,000	)		0.21		-		(7,000	)	$	59.00		-

Outstanding, December 31, 2019		27,983,271		$	0.20		3.45

Exercisable, December 31, 2019		26,783,271		$	0.21		3.69
Outstanding, December 31, 2021									271,750		$	19.45		1.53

Granted		-			-		-		-			-		-

Exercised		-			-		-
Cancelled									(5,000	)	$	11.00		-

Forfeited		(108,333	)		0.68		-		(1,483	)	$	41.40		-

Outstanding, December 31, 2020		27,874,938		$	0.19		2.47
Outstanding, December 31, 2022									265,267		$	19.54		0.51

Exercisable, December 31, 2020		27,124,938		$	0.19		2.59
Exercisable, December 31, 2022									265,267		$	19.54		0.51

Exercisable, December 31, 2021									268,750		$	19.66		1.48

As of December 31, ~~2020, the~~2022 and 2021, there was no aggregate intrinsic value on the ~~Company’s outstanding. As of December 31, 2019, the aggregate intrinsic value of the Company’s~~ outstanding ~~options was approximately $2,000.~~options. The aggregate intrinsic value will change based on the fair market value of ~~the Company’s~~Vystar’s common stock.

Warrants are issued to third parties as payment for services, debt financing compensation and conversion, and in conjunction with the issuance of common stock. The fair value of each common stock warrant issued for services is estimated on the date of grant using the Black-Scholes option pricing model.

The following table represents ~~the Company’s~~Vystar’s warrant activity for the ~~year~~years ended December 31, ~~2020~~2022 and ~~2019:~~2021:

								Weighted									Weighted
								Average									Average
				Weighted		Weighted		Remaining					Weighted		Weighted		Remaining
	Number			Average		Average		Contractual		Number			Average		Average		Contractual
	of Shares			Fair Value		Exercise Price		Life (Years)		of Shares			Fair Value		Exercise Price		Life (Years)

Outstanding, December 31, 2018		15,488,832				$	0.12		4.27
Outstanding, December 31, 2020											142,060			-	$	8.48		2.53

Granted		-			-		-		-		-			-		-		-

Exercised		-			-		-		-		-			-		-		-

Forfeited		(1,251,186	)		-		0.48		-		(40,317	)		-	$	25.09		-

Expired		-			-		-		-		-			-		-		-

Outstanding, December 31, 2019		14,237,646				$	0.07		3.58
Outstanding, December 31, 2021											101,743			-	$	8.19		2.36

Granted		-			-		-		-		-			-		-		-

Exercised		-			-		-		-
Cancelled											(52,033	)		-	$	10.96		-

Forfeited		(31,734	)		-		1.29		-		(12,444	)		-	$	19.65		-

Expired		-			-		-		-		-			-		-		-

Outstanding, December 31, 2020		14,205,912				$	0.08		2.53
Outstanding, December 31, 2022											37,266			-	$	7.57		1.31

Exercisable, December 31, 2020		14,205,912				$	0.08		2.53
Exercisable, December 31, 2022											37,266			-	$	7.57		1.31

Exercisable, December 31, 2021											101,743			-	$	8.19		2.36

Per Steven Rotman’s Employment agreement dated July 22, 2019, as amended, he is to be paid ~~$125,000~~$125,000 per year in cash, ~~$10,417~~$10,417 per month in shares based on a 20-day average price at a ~~50%~~50% discount to market, ~~$5,000~~$5,000 per month in cash for expenses, as well as access to a Company provided vehicle and health and life insurance. During the year ended December 31, ~~2020, the Company~~2022, Vystar and Rotmans expensed approximately ~~$443,000~~$417,000 related to this employment agreement. In addition, Vystar issued 1,330,066 shares of Series C Preferred Stock for the settlement of debt totaling $3,552,321. A loss of $1,900,950 was recognized on the issuance and is included in other expenses for 2022. As of December 31, ~~2020, the Company~~2022, Vystar had a stock subscription payable balance of ~~$700,000,~~$619,084, or approximately ~~25,420,000~~920,000 shares to be issued in the future and ~~$60,000~~$183,155 of reimbursable expenses payable and $116,403 of unpaid salary.

The Board of Directors authorized their board fees for 2021 be paid in common stock of Vystar. Included in stock subscription payable at December 31, 2022 and 2021 is 100,000 shares valued at $291,000, of which 20,000 shares valued at $58,200 is included in Steven Rotman’s balance above.

This entity is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar provides business consulting services to Vystar. In exchange for such services, Vystar has entered into a consulting agreement with the related party entity.

Per the consulting agreement, Blue Oar is to be paid $15,000 per month in cash for expenses, and $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market. During the year ended December 31, 2022, Vystar expensed approximately $459,000related to ~~this party.~~the consulting agreement. In addition, ~~6,666,667~~Vystar issued 221,385 shares ~~are owed to this party under~~of Series C Preferred Stock for the settlement of debt and payables totaling $702,161. A loss of $313,340 was recognized on the issuance and is included in other expenses for 2022. As of December 31, 2022, Vystar had a stock subscription ~~agreement dated~~payable balance of $629,903, or approximately 1,049,000 shares.

As of December 31, 2022, Gregory Rotman and Steven Rotman advanced Vystar funds totaling $242,454 and $24,087, respectively. The advances are due on demand as repayment terms have not yet been finalized.

On July 18, 2019, Vystar issued a contingently convertible note totaling $420,000 to Bernard Rotman as partial consideration for the acquisition of 58% of Rotmans. During the year ended December 31, 2022, Vystar issued 180,699 shares of Series C Preferred Stock for the settlement of this debt totaling $482,125. A loss of $69,007 was recognized on the issuance and is included in other expenses for 2022.

In May of 2019, Vystar acquired the assets of Fluid Energy Conversion, Inc. (“FEC”) for 25,000 shares of common stock. FEC is owned by Dr. Bryan Stone, one of Vystar’s directors. The assets consist of a patent on the Hughes Reactor, which has the ability to control, enhance and focus energy in flowing liquids and gases. Included in subscription stock payable at December 31, 2021 is $103,750 representing the value of the 25,000 shares on the purchase date. Vystar entered into a settlement in July ~~2020~~2022 and issued 16,929 shares of Series B Preferred Stock in lieu of common stock. A gain of $36,034 was realized on the settlement during the year ended December 31, 2022 and is included in other expenses for ~~$100,000.~~2022.

This entity is owned by Jamie Rotman, who is the daughter of the Company’s CEO, Steven Rotman. Designcenters.com (“Design”) provided bookkeeping and management services to the Company through July 2019. In exchange for such services, the Company had entered into a consulting agreement with the related party entity. As of December 31, ~~2020,~~2022, the Company had a stock subscription payable balance of ~~$42,000,~~approximately $42,000, for approximately ~~850,000~~8,500 shares related to this party for services incurred and expensed in 2019.

This entity is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar Consulting, Inc. (“Blue Oar”) provides business consulting services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity.NOTE 13 -COMMITMENTS

Per the consulting agreement, Blue Oar is to be paid $15,000 per month in cash for expenses, and $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market. During the year ended December 31, 2020, the Company expensed approximately $490,000 related to the consulting agreement. As of December 31, 2020, the Company had a stock subscription payable balance of $640,000, or approximately 30,038,000 shares and a balance of $180,000 in accounts payable related to this related party. In addition, 4,666,667 shares are owed to this party under a stock subscription agreement dated in July 2020 for $70,000.

In connection with litigation matters involving both Blue Oar and the Company, legal invoices totaling approximately $27,000 have been paid on Blue Oar’s behalf during the year ended December 31, 2020 and expensed as consulting services.

In May of 2019, the Company acquired the assets of Fluid Energy Conversion Inc. (“FEC”) for 2,500,000 shares of common stock. FEC is owned by Dr. Bryan Stone, one of the Company’s directors. The assets consist of a patent on the Hughes Reactor, which has the ability to control, enhance and focus energy in flowing liquids and gases. Included in subscription stock payable at December 31, 2020 is $103,750 representing the value of the 2,500,000 shares on the purchase date.

The Company has entered into employment and consulting agreements with certain of our officers, employees, and affiliates. For employees, payment and benefits would become payable in the event of termination by us for any reason other than cause, or upon change in control of our Company, or by the employee for good reason.

There is currently one employment agreement in place with the CEO, Steven Rotman. See compensation terms in Note ~~13.~~12.

During the year ended December 31, ~~2020~~2022 and ~~2019,~~2021, the Company entered into various service agreements with consultants for financial reporting, advisory, and compliance services.

From time to time, the Company is party to certain legal proceedings that arise in the ordinary course and are incidental to our business. Future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity or results of operations in any future reporting periods.

On June 10, 2020, EMA filed a motion for summary judgment as to its remaining claims for relief and a motion to dismiss the Company’s affirmative defenses and counterclaims. The Company opposed the motion on July 10, 2020, and the same was fully submitted to the Court on July 28, ~~2020;~~2020. On March 29, 2021, the Court issued a decision granting in part and denying in part the motion. Specifically, the Court granted that part of the motion seeking summary judgment and dismissal on the Company’s affirmative defense and counterclaim regarding Sections 15(a)/29(b) of the Exchange Act. Two weeks later the Company filed a motion for reconsideration as to the dismissal portion of the order, or, for the alternative, a motion for certification for the right to file a petition to the Second Circuit Court of Appeals on the issue. The Court denied the motion for reconsideration and certification. Subsequently, fact discovery has been completed and on June 24, 2022 both parties submitted competing motions for summary judgment.

~~On March 13, 2020, Robert LaChapelle, a former employee~~preliminary rulings based upon the parties’ respective summary judgment motions. Those rulings narrowed the outstanding issues (and claims) to only the parties’ breach of ~~Rotmans Furniture,~~contract claim and counterclaim (and affirmative defenses) regarding the ~~Company’s majority owned subsidiary, on behalf of himself~~conversion process. Of particular importance, the Court found EMA breached the note by failing to effectuate the conversions in the manner outlined by the controlling note. The Court further found the principal balance at issue was $80,000, interest accrued from the date set in the note and ~~all others similarly situated, filed a class action complaint against Rotmans and two of its prior owners (including Steve Rotman, President~~default interest, to the extent applicable, was to accrue at the default rate from September 2018, forward. The Court left undecided whether EMA’s breach of the ~~Company) in~~note was material, whether affirmative defenses as previously raised by the ~~Worcester Superior~~parties were applicable to each parties’ contractual claim, and a damages analysis associated with the same. The Court ~~alleging non-payment of overtime pay and Sunday premium pay pursuant~~then requested a supplemental briefing as to the ~~Massachusetts Blue Laws (Ch. 136), the Massachusetts Overtime Law (Chapter 151, § 1A),~~issues of materiality, liability and ~~the Massachusetts Payment of Wages Law (Chapter 149 §§148~~damages. The issues were fully briefed and ~~150). Specifically, LaChapelle has alleged that Rotmans failed to pay him~~submitted on February 24 and other sales people who were paid on a commission-only basis overtime pay at a rate of least 1.5 times the basic minimum wage or premium pay (also at 1.5 times the basic minimum wage) for hours they worked on Sundays.March 15, 2023. The parties ~~settled with~~await a final decision from the named Plaintiffs, Robert LaChapelle and certain other employees, each on an individual basis, for a de minimus amount which was paid in March 2021. Plaintiffs’ counsel then filed a Stipulation of Dismissal of the Plaintiffs’ Complaint with prejudice. The settlement is included in operating expenses in the accompanying financial statements for the year ended December 31, 2020. However, after settlement, three additional former employees made similar claims and the Company is reviewing the matter.Court.

The Company and members of its Board of Directors, and certain employees and consultants, were added as defendants in the case Maas v. Zymbe, LLC, et al. The complaint was removed from Superior Court of the State of California to Federal District Court in California. The amended complaint alleged various employment, contract, and tort claims, including defamation, arising out of a dispute over the quality and utility of consulting and other services provided by Mr. Eric Maas, including through his dealings with Mr. Jason Leaf and Mr. Gregory Rotman. The original litigation was filed in 2017. After mediation, this matter was settled during the third quarter of 2020, and the case has been dismissed with prejudice.

At December 31, 2020 and 2019, the Company recorded $2,589,556 and $1,150,125, respectively, of stock subscription payable related to common stock to be issued. The following summarizes the activity of stock subscription payable during the years ended ~~December 31, 2020 and 2019:~~

Major customers and vendors are defined as a customer or vendor from which ~~the Company derives~~Vystar and Rotmans derive at least 10% of its revenue and cost of revenue, respectively.

During the ~~year~~years ended December 31, ~~2020~~2022 and ~~2019 the Company~~2021, Vystar and Rotmans made approximately ~~12%~~11% and ~~15%~~14%, respectively, of its purchases from one major vendor. ~~The Company~~There was no balance owed at December 31, 2022. They owed its major ~~vendors~~vendor approximately ~~$476,000 and $219,000~~$167,000 at December 31, ~~2020 and 2019, respectively.~~2021.

The provision (benefit) for income taxes for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 assumes a ~~21%~~21% effective tax rate for federal income taxes. A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

							2022			2021
	Year Ended						Year Ended
	December 31,						December 31,
	2020			2019			2022			2021

Federal statutory income tax rate		(21.0	%)		(21.0	%)		(21.0	)%		(21.0	)%

Change in valuation allowance on net operating loss carryforwards		21.0			21.0			21.0			21.0

Effective income tax rate		0.0	%		0.0	%		0.0	%		0.0	%

Deferred tax assets as of December 31, ~~2020~~2022 and ~~2019~~2021 are as follows:

	2020			2019			2022			2021

NOL carryforwards	$	6,715,000		$	5,490,000		$	8,300,000		$	7,500,000

Less valuation allowance		(6,715,000	)		(5,490,000	)		(8,300,000	)		(7,500,000	)

Deferred tax assets	$	-		$	-		$	-		$	-

Deferred taxes are caused primarily by net operating loss carryforwards. U.S. Tax Legislation enacted in 2017 (the “TCJA”) has significantly changed certain aspects of U.S. federal income taxation. Net Operating Losses (“NOLs”) generated in 2017 and prior years can be carried forward for 20 years. NOLs generated in 2018 – 2020, as enacted by the CARES Act, can be carried forward indefinitely. However, NOLs generated after 2020 can also carried forward indefinitely but limited to 80% of taxable income.

For federal income tax purposes, ~~the Company~~Vystar has a net operating loss carryforward of approximately ~~$31,900,000~~$39,700,000 as of December 31, ~~2020,~~2022, of which approximately ~~$18,400,000~~$18,400,000 expires beginning in 2024 and ~~$13,500,000~~$21,300,000 which can be carried forward indefinitely. For state income tax purposes, ~~the Company~~Vystar has a net operating loss carryforward of approximately ~~$18,300,000~~$18,400,000 and ~~$13,300,000~~$21,000,000 as of December 31, ~~2020~~2022 in Georgia and Massachusetts, respectively, which expires beginning in ~~2023.~~2038.

In addition, as of December 31, ~~2020,~~2022, Rotmans has a net operating loss carryforward of approximately ~~$4,200,000~~$4,400,000 for federal income tax purposes of which ~~$1,810,000~~$1,800,000 expires beginning in 2029 and ~~$2,390,000~~$2,600,000 can be carried forward indefinitely. Rotmans has a state operating loss carryforward of approximately ~~$3,300,000~~$3,500,000 which expires beginning in ~~2022.~~2038.

Pursuant to Internal Revenue Code Section 382, the future realization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future.

~~The Company sponsors~~Rotmans sponsored a qualified 401(k) profit sharing plan covering all eligible employees. The plan ~~permits~~permitted participants to make tax-deferred contributions to the plan by salary reduction. Company contributions ~~are~~were discretionary and ~~are~~ determined annually by the Board of Directors.

There were no ~~Company~~ contributions from Rotmans in ~~2020~~2022 and ~~2019.~~2021. Participant and Company contributions ~~are~~were limited to amounts allowed under the Internal Revenue Code. The plan was terminated on December 1, 2022.

~~The Company offers~~ Rotmans offered no post-retirement benefits other than the plan discussed above and no significant post-employment benefits.

~~On July 18, 2019,~~At the ~~Company acquired 58%~~completion of ~~the outstanding shares~~its Going Out of ~~common stock of~~Business sale, Rotmans the largest furniture and flooring store in New England for an aggregate purchase price of $2,030,000. The consideration is to be paid in 25% in term notes payable over 4 to 8 years and 75% in notes convertible to common stock (see Note 8). The Company and Rotmans are exploring a number of initiatives relating to environmentally friendly product development and distribution that will utilize the access to the capital markets afforded by this combination.

The transaction has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values at the date of acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Goodwill of $313,210 was recognized in the acquisition of Rotmans which represents the value derived from the combined capabilities of our two organizations, including improved infrastructure in support of purchasing, marketing, inventory control, advertising, accounting, warehousing and customer service create an opportunity to grow our brands and accelerate long term growth and value for our people, customers, and suppliers. The addition of Rotmans to Vystar’s platform, positions the Company as an authority in our customers’ homes and also creates a showcase for Vystar’s products. This partnership represents a key opportunity to drive long-term growth and value creation for our shareholders.closed its showroom on December 14, 2022. The Company has ~~invested approximately $400,000~~accounted for the closing as discontinued operations in accordance with ASC No. 205-20, Discontinued Operations. The results of operations are presented as discontinued operations in 2022 and 2021. The assets and liabilities have been presented in the ~~completion~~consolidated balance sheets as assets and liabilities of discontinued operations.

Details of the ~~merger and has committed a considerable amount~~balance sheet items for discontinued operations are as follows:

The consolidated statements of ~~staff resources, most of which is a one-time cost.~~

~~In determining~~cash flows do not present the ~~fair value of~~cash flows from discontinued operations separately from cash flows from continuing operations. Included in adjustments to reconcile net loss to net cash used in operating activities are the intangible assets, the Company considered, among other factors, the best use of the acquired assets such as the customer relationships, trade name and marketing related intangibles. The Company finalized the purchase price allocation through the use of management analysis and certain other factors.following discontinued operations items:

The following unaudited pro forma information presents a summary of the Company’s combined operating results for the year ended December 31, 2019, as if the acquisition and the related financing transactions had occurred on January 1, 2019. The following pro forma financial information is not necessarily indicative of the Company’s operating results as they would have been had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

~~In January, the Company issued a total of 19,333,333 shares~~Rotmans final principal payment to ~~two third-party consultants for legal and professional services pursuant to the terms of the agreements signed~~Blue Oar was made in ~~2020. The Company also issued 1,666,667 shares to an investor pursuant~~April 2023.

Rotmans sold its parking lots to a ~~stock subscription agreement dated~~third-party in ~~July 2020. These liabilities~~May 2023 at a gain of approximately $200,000. The lots were ~~included in stock subscription payable~~not classified as held for sale at year-end as no plan to sell the lots was made at December 31, ~~2020.~~2022.

~~On January 24, 2021,~~Rotmans facilities lease was amended on August 10, 2023. Beginning in September 2023, in addition to the ~~PPP loan received by Murida Furniture Co. Inc. has been fully forgiven~~monthly base rent, Rotmans will be responsible for the base year heating costs of $9,833 per month with any annual increase over the base year due within thirty days of receipt. A supplementary payment of $10,106 for insurance costs was made with the amendment. Rotmans also assumed liability for roof repairs for a specified building within the facilities; subleases will be deemed approved by the ~~SBA~~lessor unless notified to the contrary within ten days, and the lessor has the option, with a six-month notice, to terminate the lease after December 31, 2028. Simultaneously, two subleases were approved with occupancy scheduled to begin shortly. Base sublease rent in the ~~amount of $1,402,900.~~aggregate totals $30,993 per month with annual increases based on the consumer price index. Each lease term is at least five years.

~~On January 25, 2021, 5,000 preferred shares were converted into 1,767,945 shares of common stock.~~

~~On February 2, 2021, Murida Furniture received a second PPP loan from the SBA in the amount of $1,402,900.~~

~~On February 5, 2021, the Company issued 41,403,304 for services related to Blue Oar’s consulting contract, which were included in stock subscription payable at December 31, 2020.~~

The Board voted unanimously to issue 10 million shares to compensate board members for their service in 2021. Each member will receive 2 million shares of restricted stock in 2021. Similar to other issuances of our unregistered securities, trading is restricted for six months.

Subsequent to year-end, Steven Rotman has advanced the Company funds totaling $395,000. The advances bear interest at an annual rate of five percent (5%). The Company has not formalized an agreement with repayment terms as of this date.

On January 1, 2021, the audit practice of Hall and Company (“Hall”) was combined with Macias Gini & O’Connell (“MGO”) in a transaction pursuant to which Hall combined its operations with MGO, and certain members of Hall joined MGO either as employees or partners of MGO. On January 25, 2021, MGO was engaged as the Company’s independent registered public acounting firm.None.

The Company’s Chief Executive Officer and Chief Financial Officer (the Certifying Officer) is responsible for establishing and maintaining disclosure controls and procedures for the Company. Although the Certifying Officer has designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared, certain material weaknesses occurred during the year ended December 31, ~~2020~~2022 and subsequent to year end. The Certifying Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e) (the Rules) under the Securities Exchange Act of 1934 (or Exchange Act) as of the end of the period covered by this Annual Report and is working on improving controls with an outside CPA firm and ~~a more dedicated~~ internal resources.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d - 15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that our receipts and expenditures are made in accordance with management authorization; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting, however well designed and operated, can provide only reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

Management, under the supervision and with the participation of our Chief Executive Officer and our acting Chief Financial Officer, conducted an evaluation of our internal control over financial reporting as of December 31, ~~2020~~2022 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013. Based on our evaluation under the COSO framework, management concluded that our internal control over financial reporting was not effective as of December 31, ~~2020.~~2022. Such conclusion was reached based on the following material weaknesses noted by management:

a) We have a lack of segregation of duties due to the small size of the Company.

b) The Company did not maintain reasonable control over records underlying transactions necessary to permit preparation of the Company’s financial statements.

c) Lack of controls that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposal of the Company’s assets that could have a material effect on the financial statements.

d) Lack of a formal CFO position who can devote significant attention to financial reporting resulted in multiple audit adjustments.

e) Lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management believes the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future period.

Management expects to strengthen internal control during ~~2021~~2023 by developing stronger business and financial processes for accounting for transactions such as warrant/stock issuances, which will enhance internal control for the Company.

The following tables set forth the name and information of each director of Vystar as of December 31, ~~2020.~~2022. Each director is elected to serve until the next Annual Meeting of Stockholders.

Under Rule 5605(b)(1) of the Nasdaq Marketplace Rules, independent directors must comprise a majority of a listed company’s board of directors within one year of listing. In addition, Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. While Vystar does not currently qualify for listing on Nasdaq and will likely not qualify for some time after the date of this proxy statement, it does intend to seek such listing as soon as possible and complies with its Marketplace Rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under Nasdaq Marketplace Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a public company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the public company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

In March of 2013, our Board undertook a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined none of the directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq Marketplace Rule 5605(a)(2).

The Board member serving on our Audit Committee was Dr. Stone. Our Board has determined that Dr. Stone satisfies the requirements for financial literacy under the current requirements of the Nasdaq Marketplace Rules. He is an “audit committee financial expert,” as defined by SEC rules and satisfy the financial sophistication requirements of The NASDAQ Global Market. Our Audit Committee assists our Board in its oversight of our accounting and financial reporting process and the audits of our financial statements. The Audit Committee’s responsibilities include:

All audit and non-audit services, other than de minimus non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.

We have adopted an Audit Committee Charter which sets out the duties and responsibilities of our Audit Committee. The Audit Committee Charter is available on our website at www.vystarcorp.com. Any amendments to the Charter, or any waivers of its requirements, will be disclosed on our website.

During fiscal year ~~2020,~~2022, our Board held one meeting, and its Audit Committee held one meeting. Each director attended the meeting in fiscal year ~~2020.~~2022. Members of our Board are encouraged to attend our annual meetings of shareholders.

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our Board adopted these Corporate Governance Guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our shareholders. The Corporate Governance Guidelines set forth the practices our Board follows with respect to Board and committee composition and selection, Board meetings, chief executive officer performance evaluation and management development and succession planning for senior management, including the chief executive officer position. A copy of our Corporate Governance Guidelines is available on our website at www.vystarcorp.com.

We adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees of Vystar that comply with NASDAQ listing standards. The Code of Business Conduct and Ethics includes an enforcement mechanism, and any waivers for directors or executive officers must be approved by our Board and disclosed in a current report on Form 8-K with the SEC. This Code of Business Conduct is publicly available on our website at www.vystarcorp.com. There were no waivers of the Code of Business Conduct and Ethics for any of our directors or executive officers during fiscal year ~~2020.~~2022.

The following table sets forth information regarding compensation earned by our, Chief Executive Officer and President for ~~2020~~2022 and ~~2019.~~2021.

Name and Principal Position	Salary		Option Awards⁽¹⁾		Total		Salary		Option Awards⁽¹⁾		Total
Steven Rotman - 2020	$	185,000	$	263,269	$	448,269
Steven Rotman - 2022							$	185,000	$	236,150	$	421,150
Chief Executive Officer, Chief Financial Officer and President

Steven Rotman - 2019	$	50,000	$	648,121	$	698,121
Steven Rotman - 2021							$	185,000	$	292,329	$	447,329
Chief Executive Officer, Chief Financial Officer and President

The following table sets forth certain information with respect to compensation awarded to, paid to or earned by each of Vystar’s non-employee directors during fiscal year ~~2020.~~2022.

	Fees
	Earned or
	Paid in		Stock Awards		Option Awards		Total
Name	Cash ($)		($)		($) (1)		($)(2)		Fees Earned or Paid in Cash ($)		Stock Awards ($)(3)		Option Awards ($) (1)		Total ($)(2)
Joseph C. Allegra, Jr., PhD		-		-		4,921		4,921		-		-		3,691		3,691
Ranjit K. Matthan, PhD		-		-		-		-
Keith D. Osborn		-		-		4,904		4,904
Bryan Stone, M.D.		-		-		4,921		4,921		-		-		3,691		3,691
Byron L. Novosad, DDS										-		-		-		-

The current policy of our Board is that compensation for non-employee directors should be equity-based compensation to reward directors for quarterly periods of service in fulfilling their oversight responsibilities.

We reimburse our directors for their travel and related expenses in connection with attending Board and committee meetings, as well as costs and expenses incurred in attending director education programs and other Vystar-related seminars and conferences.

The following table sets forth the beneficial ownership of our common stock as of December 31, ~~2020~~2022 by each entity or person who is known to beneficially own 5% or more of our common stock, each of our directors, each Executive Officer identified in “Executive Compensation—Summary Compensation Table” contained in this proxy statement and all of our directors and current executive officers as a group. This table is based upon information supplied by executive officers, directors and principal shareholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. None of the shares beneficially owned by our executive officers and directors are pledged as security. Applicable percentages are based on shares outstanding on December 31, ~~2019,~~2022, adjusted as required by rules promulgated by the SEC.

Section 16(a) of the Exchange Act requires our executive officers and directors, and any person or entity who owns more than ten percent of a registered class of our common stock or other equity securities, to file with the SEC certain reports of ownership and changes in ownership of our securities. Executive officers, directors and shareholders who hold more than ten percent of our outstanding common stock are required by the SEC to furnish us with copies of all required forms filed under Section 16(a). We prepare Section 16(a) forms on behalf of our executive officers and directors based on the information provided by them.

Based solely on review of this information and written representations by our executive officers and directors that no other reports were required, we believe that, during fiscal year ~~2020~~2022 each director filed the forms required by Section 16(a) of the Exchange Act on a timely basis with respect to the repricing of option and warrants.

The following table shows information related to our common stock which may be issued under our compensation plans, as amended, as of December 31, ~~2020:~~2022:

Plan Category
Number of securities
to be issued
upon
exercise of
outstanding options

Weighted Average
Exercise price of
outstanding options

Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans
(excluding
securities
reflected
in first column)

2004 Long-Term Incentive Compensation Plan, as amended, approved by shareholders 7,748,271 $ 5.80 2,251,729
2014 Long-Term Incentive Compensation Plan 0 0 5,000,000
2019 Equity Incentive Plan 0 0 50,000,000
Total 7,748,271 $ 5.80 57,251,729

Our 2004 Long-Term Incentive Compensation Plan, as amended, which we refer to as the 2004 Plan, was adopted by our Board in 2004, and amended and approved by our shareholders in 2009. A maximum of ~~10,000,000~~100,000 shares of common stock were authorized for issuance under the 2004 Plan.

The 2004 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock and other stock-based awards. Our officers, employees, consultants and directors are eligible to receive awards under the 2004 Plan; however, incentive stock options may only be granted to our employees. In accordance with the terms of the 2004 Plan, our Board administers the 2004 Plan and, subject to any limitations in the 2004 Plan, selects the recipients of awards and determines:

Pursuant to the terms of the 2004 Plan, in the event of a change in control of our company, each outstanding option under the 2004 Plan will vest, but the holders shall have the right, assuming the holder still maintains a continuous service relationship with us, immediately prior to such dissolution or liquidation, to exercise the option to the extent exercisable on the date of such dissolution or liquidation.

In the event of a merger or other reorganization event, our Board shall have the discretion to provide for any or all of the following: (a) the acceleration of vesting or the termination of our repurchase rights of any or all of the outstanding awards, (b) the assumption or substitution of all options by the acquitting or succeeding entity or (c) the termination of all options that remain outstanding at the time of the merger or other reorganization event.

Vystar’s Code of Business Conduct requires that all employees and directors avoid conflicts of interests that interfere with the performance of their duties or are not in the best interests of Vystar.

In addition, pursuant to its written charter, the Audit Committee considers and approves or disapproves any related person transaction as defined under Item 404 of Regulation S-K promulgated by the SEC, after examining each such transaction for potential conflicts of interest and other improprieties. The Audit Committee has not adopted any specific written procedures for conducting such reviews and considers each transaction in light of the specific facts and circumstances presented.

Per Steven Rotman’s Employment agreement dated July 22, 2019, as amended, he is to be paid $125,000 per year in cash, $10,417 per month in shares based on a 20-day average price at a 50% discount to market, $5,000 per month in cash for expenses, as well as access to a Company provided vehicle and health and life insurance. During the year ended December 31, ~~2020, the Company~~2022, Vystar and Rotmans expensed approximately ~~$443,000~~$417,000 related to this employment agreement. In addition, Vystar issued 1,330,066 shares of Series C Preferred Stock for the settlement of debt totaling $3,552,321. A loss of $1,900,950 was recognized on the issuance and is included in other expenses for 2022. As of December 31, ~~2020, the Company~~2022, Vystar had a stock subscription payable balance of ~~$700,000,~~$619,084, or approximately ~~25,420,000~~920,000 shares to be issued in the future and ~~$60,000~~$183,155 of reimbursable expenses payable ~~related to this party. In addition, 6,666,667 shares are owed to this party under a~~and $116,403 of unpaid salary.

The Board of Directors authorized their board fees for 2021 be paid in common stock of Vystar. Included in stock subscription ~~agreement dated~~payable at December 31, 2022 and 2021 is 100,000 shares valued at $291,000, of which 20,000 shares valued at $58,200 is included in ~~July 2020 for $100,000.~~Steven Rotman’s balance above.

Steven Rotman advanced ~~the Company $1,098,000~~Vystar $24,087 in ~~2020~~2022 for working capital purposes. The ~~Company issued him a contingently convertible promissory note of $50,000 in February and issued a promissory note for $1,048,000 in December. The notes~~advances are ~~unsecured and bear interest at 5% with the term notes~~ due ~~in July 2021 and the convertible note due in 2022.~~on demand as repayment terms have not yet been finalized.

Blue Oar Consulting, Inc. (“Blue Oar”) is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar provides business consulting services to ~~the Company.~~Vystar. In exchange for such services, ~~the Company~~Vystar has entered into a consulting agreement with the related party entity. Per ~~Blue Oar’s~~the consulting agreement, itBlue Oar is to be paid ~~approximately~~ $15,000 per month in cash for expenses, and $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market. During the year ended December 31, ~~2020, the Company~~2022, Vystar expensed approximately ~~$490,000~~$459,000 related to the consulting agreement. In addition, Vystar issued 221,385 shares of Series C Preferred Stock for the settlement of debt and payables totaling $702,161. A loss of $313,340 was recognized on the issuance and is included in other expenses for 2022. As of December 31, ~~2020, the Company~~2022, Vystar had a stock subscription payable balance of ~~$640,000,~~$629,903, or approximately ~~30,038,000 shares~~1,049,000 shares.

Gregory Rotman advanced Vystar $242,454 in 2022 for working capital purposes. The advances are due on demand as repayment terms have not yet been finalized.

Blue Oar advanced Rotmans $500,000 and paid expenses totaling $100,000 on their behalf in 2022. Rotmans formalized the advances and issued a promissory note to Blue Oar. The note bears interest at an annual rate of six percent (6%) and requires weekly payments of $12,500 until the note and interest is paid in full in 2023. Rotmans also granted Blue Oar a security interest in its inventory. As of December 31, 2022, the balance of ~~$180,000 in accounts~~the note payable ~~related to this related party. In addition, 4,666,667 shares are owed to this party under a stock subscription agreement dated in July 2020 for $70,000.~~including accrued interest is approximately $407,000.

During fiscal year ~~2020~~2022 and ~~2019,~~2021, we retained the firm of ~~MGO (previously Hall and Company~~Macias Gini & O’Connell (“~~Hall”~~MGO”)~~, see below)~~ to provide ~~services~~audit services. Below is a table of fees incurred in the following categories and amounts:

Fee Category	2020($)	2019($)	2022($)	2021($)
Audit Fees	160,000	160,000	190,000	190,000
Audit-Related Fees	—	90,000	—	—
Tax Fees	—	—	—	—
All Other Fees	—	—	—	—
Total	160,000	250,000	190,000	190,000

Audit fees include the audit of Vystar’s annual financial statements, review of financial statements included in each of our Quarterly Reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees related to accounting-related consulting services. Audit-related fees incurred for the prior period represent fees incurred in connection with audits of Murida Furniture Co., Inc. in 2019.

Tax fees consist of fees for professional services for tax compliance, tax advice and tax planning. This category includes fees primarily related to the preparation and review of federal, state and ~~international tax returns and~~ assistance with tax audits. No tax fees were incurred for the current or previous period.

All other fees include assurance services not related to the audit or review of our financial statements. No other fees were incurred for the current or previous period.

There were no non-audit services provided by ~~Hall~~MGO for the current or previous period.

On January 1, 2021, the audit practice of Hall was combined with Macias Gini & O’Connell (“MGO”) in a transaction pursuant to which Hall combined its operations with MGO, and certain members of Hall joined MGO either as employees or partners of MGO. On January 25, 2021, MGO was engaged as the Company’s independent registered public acounting firm.

It is the policy of our Audit Committee to pre-approve all audit and permissible non-audit services to be performed by ~~MGO and Hall.~~MGO. Our Audit Committee pre-approves services by authorizing specific projects within the categories outlined above, subject to a budget for each category. Our Audit Committee’s charter delegates to one or more members of the Audit Committee the authority to address any requests for pre-approval of services between Audit Committee meetings, and the subcommittee or such member or members must report any pre-approval decisions to our Audit Committee at its next scheduled meeting.

All services related to audit fees provided by MGO ~~and Hall~~ during fiscal year ~~2020~~2022 and ~~2019~~2021 were pre-approved by the Audit Committee in accordance with the pre-approval policy described above.

The Audit Committee’s role includes the oversight of our financial, accounting and reporting processes; our system of internal accounting and financial controls; our enterprise risk management program; and our compliance with related legal, regulatory and ethical requirements. The Audit Committee oversees the appointment, compensation, engagement, retention, termination and services of our independent registered public accounting firm, including conducting a review of its independence; reviewing and approving the planned scope of our annual audit; overseeing our independent registered public accounting firm’s audit work; reviewing and pre-approving any audit and non-audit services that may be performed by it; reviewing with management and our independent registered public accounting firm the adequacy of our internal financial and disclosure controls; reviewing our critical accounting policies and the application of accounting principles; and monitoring the rotation of partners of our independent registered public accounting firm on our audit engagement team as required by regulation. The Audit Committee establishes procedures, as required under applicable regulation, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the submission by employees of concerns regarding questionable accounting or auditing matters. The Audit Committee’s role also includes meeting to review our annual audited financial statements and quarterly financial statements with management and our independent registered public accounting firm. The Audit Committee held one meeting during fiscal year ~~2020.~~2022.

The member of the Audit Committee met the independence criteria prescribed by applicable regulation and the rules of the SEC for audit committee membership and are “independent director” within the meaning of NASDAQ listing standards. The Audit Committee member meets NASDAQ’s financial literacy requirements, and the Board further determined that the member is an “audit committee financial expert” “as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC also meets NASDAQ’s financial sophistication requirements. The Audit Committee acts pursuant to a written charter, which complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC and NASDAQ, a copy of which can be found on our website at www.vystarcorp.com.

I have reviewed and discussed with management and MGO Vystar’s audited financial statements. I discussed with MGO and Vystar’s Chief Financial Officer the overall scope and plans of MGO’s audit. I met with MGO, with and without management present, to discuss results of its examinations, its evaluation of Vystar’s internal controls, and the overall quality of Vystar’s financial reporting.

I have reviewed and discussed with MGO matters required to be discussed pursuant to Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. I have received from MGO the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding MGO’s communications with the Audit Committee concerning independence. I have discussed with MGO matters relating to its independence.

Based on the reviews and discussions referred to above and my review of Vystar’s audited financial statements for fiscal year ~~2020,~~2022, I recommended to the Board that Vystar’s audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2022, for filing with the SEC.

The following financial statements and notes thereto of Vystar Corporation, and the related Report of Independent Registered Public Accounting Firm are set forth in Item 8.

All schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because they are not applicable, or the required information is included in the financial statements or notes thereto.

* Some Exhibits have certain confidential information redacted pursuant to a request for confidential treatment

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on ~~April 15, 2021.~~October 10, 2023.


725 Southbridge St
Worcester, MA		01610
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NONE		NONE		NONE

Large Accelerated Filer ~~[ ]~~☐	Accelerated Filer ~~[ ]~~☐	Non-Accelerated Filer ~~[X]~~ ☒	Smaller Reporting Company ~~[X]~~☒

			Emerging growth Company ~~[ ]~~☐

Part I

Item 1.	Business		4
Item 1A	Risk Factors		6
Item 1B.	Unresolved Staff Comments	12	11
Item 2.	Properties	12	11
Item 3.	Legal Proceedings	12	11
Item 4.	Mine Safety Disclosures	13	12

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13	12
Item 6.	Selected Financial Data	15	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	14
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		20
Item 8.	Financial Statements and Supplementary Data		20
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		21
Item 9A.	Controls and Procedures		21
Item 9B.	Other Information		22

Part III

Item 10.	Directors, Executive Officers and Corporate Governance		22
Item 11.	Executive Compensation		25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	29	28
Item 14.	Principal Accountant Fees and Services		30

Part IV

Item 15.	Exhibits and Financial Statement Schedules	32	31
Item 16.	Form 10K Summary		34
Signatures			35

	●	RXair™ Residential Filterless Air Purifier

	●	RX400 ™ ~~FDA~~U.S. Food and Drug Administration (“FDA”) cleared Class II Filterless Air Purifier

	●	RX3000™ Commercial FDA cleared Class II Air Purifier

	●	Acceptance by manufacturers of the Vytex Natural Rubber Latex technology;

	●	Our ability to achieve and sustain profitability;

	●	Consumer confidence in products manufactured using our Vytex Natural Rubber Latex technology;

	●	Our ability to raise additional capital.

	High		Low
December 31, 2021

First Quarter	$	5.70	$	2.79

Second Quarter	$	3.37	$	1.87

Third Quarter	$	3.15	$	1.67

Fourth Quarter	$	1.89	$	0.81

December 31, 2022

First Quarter	$	1.00	$	0.62

Second Quarter	$	0.78	$	0.41

Third Quarter	$	0.46	$	0.27

Fourth Quarter	$	0.28	$	0.10

	High		Low
December 31, 2019

First Quarter	$	0.06	$	0.007

Second Quarter	$	0.08	$	0.04

Third Quarter	$	0.04	$	0.03

Fourth Quarter	$	0.03	$	0.01

December 31, 2020

First Quarter	$	0.01	$	0.004

Second Quarter	$	0.07	$	0.005

Third Quarter	$	0.10	$	0.01

Fourth Quarter	$	0.07	$	0.02

	●	RxAir™ Residential Filterless Air Purifier

	●	RX400 ™ FDA cleared Class II Filterless Air Purifier

	●	RX3000™ Commercial FDA cleared Class II Air Purifier

~~Reports~~Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	~~F-4~~F-2
Consolidated Statements of Operations	~~F-5~~F-3
Consolidated Statements of Stockholders’ Deficit	~~F-6~~F-4
Consolidated Statements of Cash Flows	~~F-7~~F-5

	Attributable to Vystar
	Number of					Number of				Additional						Number of						Total Vystar						Total
	Preferred			Preferred		Common		Common		Paid-in			Accumulated			Treasury			Treasury			Stockholders’			Noncontrolling			Stockholders’
	Shares			Stock		Shares		Stock		Capital			Deficit			Shares			Stock			Deficit			Interest			Deficit

Ending balance December 31, 2018		13,828		$	1		457,747,818	$	45,774	$	31,485,532		$	(33,400,345	)		-		$	-		$	(1,869,038	)	$	-		$	(1,869,038	)

Common stock issued for services							142,538,209		14,253		2,628,683												2,642,936						2,642,936

Share based compensation - options											50,789												50,789						50,789

Common stock issued for settlement of warrants							77,912,991		7,791		386,459												394,250						394,250

Common stock issued for cash received, net							155,226,844		15,522		590,778												606,300						606,300

Common stock issued for conversion of related party line of credit							45,000,000		4,500		1,973,435												1,977,935						1,977,935

Common stock issued upon conversion of convertible notes and settlement of derivatives							227,336,218		22,733		1,320,931												1,343,664						1,343,664

Treasury stock repurchases																	(30,000	)		(30	)		(30	)					(30	)

Acquisition of noncontrolling interest																							-			1,346,201			1,346,201

Net loss		-			-		-		-		-			(7,704,622	)		-			-			(7,704,622	)		(20,929	)		(7,725,551	)

Ending balance December 31, 2019		13,828		$	1		1,105,762,080	$	110,573	$	38,436,607		$	(41,104,967	)		(30,000	)	$	(30	)	$	(2,557,816	)	$	1,325,272		$	(1,232,544	)

Common stock issued for services							22,441,878		2,245		551,924												554,169						554,169

Share based compensation - options											21,872												21,872						21,872

Common stock issued for cash received, net							30,433,402		3,043		453,447												456,490						456,490

Common stock issued for conversion of loan							41,250,000		4,125		1,769,625												1,773,750						1,773,750

Preferred stock conversion		(130	)				44,357		4		(4	)											-						-

Net loss		-			-		-		-		-			(7,608,217	)		-			-			(7,608,217	)		(724,477	)		(8,332,694	)

Ending balance December 31, 2020		13,698		$	1		1,199,931,717	$	119,990	$	41,233,471		$	(48,713,184	)		(30,000	)	$	(30	)	$	(7,359,752	)	$	600,795		$	(6,758,957	)

	Shares A			Stock A		Shares B		Stock B		Shares C		Stock C		Shares			Stock		Capital			Deficit			Shares			Stock			Deficit			Interest			Deficit
	Attributable to Vystar
	Number					Number				Number				Number											Number						Total
	of					of				of				of					Additional						of						Vystar						Total
	Preferred			Preferred		Preferred		Preferred		Preferred		Preferred		Common			Common		Paid-in			Accumulated			Treasury			Treasury			Stockholders’			Noncontrolling			Stockholders’
	Shares A			Stock A		Shares B		Stock B		Shares C		Stock C		Shares			Stock		Capital			Deficit			Shares			Stock			Deficit			Interest			Deficit

Ending balance December 31, 2020		13,698		$	1		-	$	-		-	$	-		12,000,352		$	1,200	$	41,352,261		$	(48,713,184	)		(300	)	$	(30	)	$	(7,359,752	)	$	600,795		$	(6,758,957	)

Common stock issued for services															785,778			79		2,110,010			-						-			2,110,089						2,110,089

Share-based compensation - options																				15,989			-									15,989						15,989

Common stock issued for settlement of related party payable															113,648			11		335,254												335,265						335,265

Common stock issued for cash received in prior period															25,334			2		37,998												38,000						38,000

Preferred stock conversion		(5,000	)												17,680			2		(2	)											-						-

Net loss		-			-		-		-		-		-		-			-		-			(2,697,332	)		-			-			(2,697,332	)		1,056,647			(1,640,685	)

Ending balance December 31, 2021		8,698		$	1		-	$	-		-	$	-		12,942,792		$	1,294	$	43,851,510		$	(51,410,516	)		(300	)	$	(30	)	$	(7,557,741	)	$	1,657,442		$	(5,900,299	)
Balance		8,698		$	1		-	$	-		-	$	-		12,942,792		$	1,294	$	43,851,510		$	(51,410,516	)		(300	)	$	(30	)	$	(7,557,741	)	$	1,657,442		$	(5,900,299	)

Share-based compensation - options																				11,072			-									11,072						11,072

Retirement of common stock															(200	)																-						-

Preferred stock issued for services							73,428		7		291,188		29							1,595,211												1,595,247						1,595,247

Preferred stock issued for cash											32,566		3							84,997												85,000						85,000

Preferred stock issued for settlement of accounts payable							127,857		13											511,415												511,428						511,428

Preferred stock issued for settlement of shareholder notes payable							152,755		15											893,602												893,617						893,617

Preferred stock issued for settlement of related party notes payable											1,594,219		160							6,346,404												6,346,564						6,346,564

Preferred stock issued for settlement of stock payable							16,929		2											67,714												67,716						67,716

Net loss		-			-		-		-		-		-		-			-		-			(3,958,352	)		-			-			(3,958,352	)		(372,803	)		(4,331,155	)

Ending balance December 31, 2022		8,698		$	1		370,969	$	37		1,917,973	$	192		12,942,592		$	1,294	$	53,361,925		$	(55,368,868	)		(300	)	$	(30	)	$	(2,005,449	)	$	1,284,639		$	(720,810	)
Balance		8,698		$	1		370,969	$	37		1,917,973	$	192		12,942,592		$	1,294	$	53,361,925		$	(55,368,868	)		(300	)	$	(30	)	$	(2,005,449	)	$	1,284,639		$	(720,810	)

	●	Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
	●	Level 2 inputs are directly or indirectly observable valuation inputs for the asset or liability, excluding Level 1 inputs.
	●	Level 3 inputs are unobservable inputs for the asset or liability.

			Gross			Gross
	Cost		Unrealized Losses			Unrealized Gains		Fair Value

December 31, 2020	$	141,225	$	(13,315	)	$	-	$	127,910

December 31, 2019	$	141,225	$	-		$	8,292	$	149,517

							Amortization
							Period
	2020			2019			(in Years)
Amortized intangible assets:
Customer relationships	$	210,000		$	210,000			6 - 10
Proprietary technology		610,000			610,000			10
Tradename and brand		1,050,000			1,380,000			5 - 10
Marketing related		380,000			380,000			5
Patents		359,101			355,418			6 - 20
Noncompete		50,000			50,000			5

Total		2,659,101			2,985,418
Accumulated amortization		(832,186	)		(504,878	)

Intangible assets, net		1,826,915			2,480,540
Indefinite-lived intangible assets:
Trademarks		9,072			9,072

Total intangible assets	$	1,835,987		$	2,489,612

	Issue Date	Principal Amount		2022		2021
				Carrying Amount
				December 31,		December 31,
	Issue Date	Principal Amount		2022		2021
Steven Rotman 8% note due July 2024	07/18/19	$	105,000	$	-	$	126,000
Gregory Rotman 8% note due July 2024	07/18/19		55,207		-		66,264
Steven Rotman 5% note due July 2027	07/18/19		1,102,500		-		1,238,016
Bernard Rotman 5% note due July 2023	07/18/19		420,000		-		471,625
Steven Rotman 5% note due December 2021	12/19/19		100,000		-		110,208
Steven Rotman 5% note due February 2022	02/02/20		50,000		-		54,583
Gregory Rotman 5% note due June 2023	06/03/21		130,030		-		133,822
Jamie Rotman 5% note due August 2023	08/17/21		5,000		5,344		5,094

Debt instrument, carrying amount		$	1,967,737		5,344		2,205,612

Debt Discount					-		(27,083	)

Notes payable				$	5,344	$	2,178,529

	Amount			Shares

Balance, January 1, 2021	$	2,589,556			994,314
Additions		806,082			421,854
Issuances		(2,148,089	)		(811,110	)

Balance, December 31, 2021		1,247,549			605,058
Additions		659,647			1,552,386
Issuances		(251,988	)		(25,568	)

Balance, December 31, 2022	$	1,655,208			2,131,876

	●	Expected Dividend Yield - because ~~the Company~~Vystar does not currently pay dividends, the expected dividend yield is ~~zero;~~zero;
	●
	●	Expected Volatility in Stock Price - volatility based on ~~the Company’s~~Vystar’s trading activity was used to determine expected volatility;
	●
	●	Risk-free Interest Rate - reflects the average rate on a United States Treasury Bond with a maturity equal to the expected term of the option; and
	●
	●	Expected Life of Award - because we have minimal experience with the exercise of options or warrants for use in determining the expected life of each award, we used the option or warrant’s contractual term as the expected life.

	Amount			Shares

Beginning balance - January 1, 2019	$	771,203			107,204,876
Additions, net		1,150,125			31,439,401
Issuances, net		(771,203	)		(107,204,876	)

Ending balance - December 31, 2019		1,150,125			31,439,401
Additions, net		1,640,631			71,991,955
Issuances, net		(201,200	)		(4,000,000	)

Ending balance - December 31, 2020	$	2,589,556			99,431,356

Consideration Paid:
Notes payable	$	507,500
Convertible notes payable		1,522,500

Total consideration	$	2,030,000

Purchase Price Allocation:
Accounts receivable	$	15,847
Inventories		4,904,499
Other current assets		471,532
Operating lease right-of-use assets		10,848,241
Finance lease right-of-use assets, net		173,596
Property and equipment		1,765,707
Other assets		274,366
Customer relationships		110,000
Trade name		770,000
Marketing related intangibles		380,000
Goodwill		313,210

Total identifiable assets		20,026,998
Line of credit		(2,374,090	)
Notes payable		(25,305	)
Accounts payable		(2,000,146	)
Accrued expenses		(544,971	)
Operating lease liabilities		(9,008,241	)
Finance lease liabilities		(189,421	)
Unearned revenue		(2,508,623	)
Noncontrolling interest in net assets		(1,346,201	)

Net assets acquired	$	2,030,000

	Year Ended December 31.
	2019

Total revenues	$	28,534,224
Loss from operations	$	5,941,018
Net loss	$	8,820,318
Net loss attributable to Vystar	$	8,363,371
Basic and dilated loss per share	$	0.01

	2022			2021

Depreciation	$	135,158		$	310,277
Bad debts		16,514			(1,362	)
Amortization of intangible assets		248,333			248,334
Noncash lease expense		267,009			345,355
Impairment loss		1,390,609			-
(Gain) loss on settlement of debt, net		(51,856	)		(2,805,800	)
Gain on sale of property and equipment		22,080			210,951
Loss on sale of investments		-			4,180
Net unrealized gain on available-for-sale investments		-			(20,480	)

Name	Principal Occupation During Last Five Years	Age	Director Since

Joseph C. Allegra, Jr. PhD	Joseph Allegra, PhD was elected Chairman of the Board on February 14, 2018 and has followed Vystar’s progress for numerous years and has assisted as an investment advisor and investor, providing insight into positioning the company to attract investors, particularly in the healthcare sector. He currently is an Instructor of Epidemiology and Biostatistics at the University of Georgia and an Investment Advisor at Lincoln Lee Investments in Atlanta. Previously he was a Senior Drug Safety Associate at Genentech. Dr. Allegra received his BA in Psychology from Boston University, and his Master of Public Health and Doctor of Philosophy degrees from the University of Georgia.	41	2017

Steven Rotman	Steven Rotman was elected Chief Executive Officer and a Director of Vystar Corporation. Mr. Rotman has been President and CEO of Rotmans, one of the oldest and largest, furniture and carpet retailers in New England, for more than 40 years. In addition, he is the founder and managing partner of NHS Holdings, a company that in 2015 became the exclusive distributor of Vytex™ natural rubber latex foam in the U.S. and laid the groundwork for Vytex’s entrance to the home furnishings industry. Mr. Rotman received a BBA degree from Clark University and an MS from New York University.	82	2017

Ranjit K. Matthan PhD	On March 12, 2015, Ranjit K. Matthan, Ph.D., an internationally renowned latex and rubber expert, joined the Company’s Board of Directors. Dr. Matthan has been a consultant to Vystar Corporation since 2008 and has played a significant role in the manufacturing scale up of reduced-protein Vytex® natural rubber latex (NRL) in Malaysia and refining the research and development of manufacturing processes for applications using Vytex NRL, such as latex foam, condoms, adhesives, medical devices, etc. Dr. Matthan has been associated with the development of natural rubber and rubber-based industries manufacturing in South Asia since the 1970s and introduced technically specified natural rubber into India. He has advised national and international companies and research bodies including the Government of India, the Malaysian Rubber Research and Development Board, Asian Development Bank, Industrial Development Bank of India, Revertex (Malaysia) as well as many private companies engaged in latex production and manufacturing. A founding Director of the Bangkok-based Asia Pacific Elastomer Science and Technology (APEST), he has played a key role in sustainability initiatives for natural rubber. He has also been associated with the development and commercial introduction of several eco-friendly natural rubber grades, including Vytex NRL.	76	2015

	●
	●	overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

	●	reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

	●	monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

	●	discussing our risk management policies;

	●	establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and resolution of accounting related complaints and concerns;

	●	meeting independently with our independent registered public accounting firm and management;

	●	reviewing and approving or ratifying any related person transactions; and

	●	preparing the audit committee report required by SEC rules.

(1)	On May 18, 2016, Dr. Osborn as a non-employee director was granted 500,000 options at $0.05 per share which vest 25,000 options at the end of each fiscal quarter for five (5) years beginning September 30, 2016.

	On December 15, 2017, Dr. Stone and Dr. Allegra as non-employee directors were granted 500,000 options at $0.05 per share which vest 25,000 options at the end of each fiscal quarter for five (5) years beginning December 31, 2017.

	The amounts included represent the portion of the original total grant date fair value of options that vested in ~~2020~~2022 together with the dollar amount recognized as compensation expense by Vystar for financial statement reporting purposes for fiscal year ~~2020~~2022 in accordance with applicable accounting guidance related to stock-based compensation.

(2)	These amounts do not reflect the actual economic value realized by the directors. In accordance with SEC rules, this column represents the dollar amount recognized as compensation expense by Vystar for financial statement reporting purposes for fiscal year ~~2020~~2022 for stock options granted to each of the non-employee directors during fiscal years ~~2016~~2017 through ~~2020~~2022 in accordance with applicable accounting guidance related to stock-based compensation. Pursuant to SEC rules, the amounts shown disregard the impact of estimated forfeitures related to service-based vesting conditions.

Officers and Directors

Steven Rotman
Worcester, MA	33,777,724	2.815	%

Keith D. Osborn, M.D.
Atlanta, GA	36,863,945	3.072	%

Ranjit K. Matthan PhD
India	4,012,500	.334	%

Bryan Stone, M.D.
Palm Springs, CA	20,966,127	1.748	%

Joseph Carmen Allegra, Jr. PhD
Atlanta, GA	4,000,000	.333	%

All Directors and Executive Officers as a Group	99,620,296	8.302	%

Total Shares Outstanding	1,199,901,717

Plan Category	Number of securities to be issued upon exercise of outstanding options		Weighted Average Exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
2004 Long-Term Incentive Compensation Plan, as amended, approved by shareholders		77,483	$	580		22,517
2014 Long-Term Incentive Compensation Plan		0		0		50,000
2019 Equity Incentive Plan		0		0		500,000
Total		77,483	$	580		572,517

Plan Category	Number of securities to be issued upon exercise of outstanding options		Weighted Average Exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
2004 Long-Term Incentive Compensation Plan, as amended, approved by shareholders		7,748,271	$	5.80		2,251,729
2014 Long-Term Incentive Compensation Plan		0		0		5,000,000
2019 Equity Incentive Plan		0		0		50,000,000
Total		7,748,271	$	5.80		57,251,729

	●	the number of shares of common stock covered by options and the dates upon which those options become exercisable;

	●	the exercise prices of options;

	●	the duration of options;

	●	the methods of payment of the exercise price; and

	●	the number of shares of common stock subject to any restricted stock or other stock-based awards and the terms and conditions of those awards, including the conditions for repurchase, issue price and repurchase price.

Number		Description
3.1		Articles of Incorporation of Vystar Acquisition Corporation (now named Vystar Corporation) dated December 17, 2003 (as amended) (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

3.2		Articles of Amendment to the Articles of Incorporation of Vystar Corporation (incorporated by reference to Vystar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on April 14, 2016.)

3.3		Bylaws of Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

4.1		Specimen Certificate evidencing shares of Vystar common stock (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

4.2		Form of Share Subscription Agreements and Investment Letter (First Private Placement) (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

4.3		Form of Share Subscription Agreement and Investment Letter (Second Private Placement) (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

4.4		Form of Vystar Corporation Investor Questionnaire and Subscription Agreement (Third Private Placement) (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

~~4.5~~
4.5		Warrant to Purchase Shares of Common Stock of Vystar Corporation dated March 11, 2011 issued to Topping Lift Capital LLC (incorporated by reference to Vystar’s Current Report on Form 8-K dated March 11, 2011 and filed on March 15, 2011)

4.6		Form of Warrant issued to Investor note holders (incorporated by reference to Vystar’s Current Report on Form 8-K dated March 11, 2011 and filed on March 15, 2011)

4.7		Form of Series A-1 Warrant (incorporated by reference to Vystar’s Current Report on Form 8-K filed on June 11, 2012)

10.1*		Manufacturing Agreement between Vystar Corporation and Revertex (Malaysia) Sdn. Bhd. effective April 1, 2008 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.2		Executive Employment Agreement between Vystar Corporation and William R. Doyle, dated November 11, 2008 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.3		Management Agreement dated January 31, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.4
~~10.4~~		Letter Agreement dated August 15, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.5		Addendum to Management Agreement dated February 29, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.6		Warrant Purchase Agreement dated January 31, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.7		Management Agreement dated April 30, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.8		Warrant Purchase Agreement dated April 30, 2008 between Universal Capital Management, Inc. and Vystar Corporation (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.9		Vystar Corporation 2004 Long-Term Compensation Plan, as amended (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.10		Employment Agreement between Vystar Corporation and Sandra Parker dated April 1, 2008 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.10*		Distributor Agreement among Vystar Corporation, Centrotrade Minerals & Metals, Inc. and Centrotrade Deutschland, GmbH dated January 6, 2009 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

~~10.11~~
10.11		Note agreement between Vystar Corporation and Climax Global Energy, Inc. dated August 15, 2008 (incorporated by reference to Vystar’s Registration Statement on Form S-1 originally filed on November 13, 2008, Registration Statement No. 333-155344)

10.12		Form of Investor Note (incorporated by reference to Vystar’s Current Report on Form 8-K dated March 11, 2011 and filed on March 15, 2011)

10.13		Promissory Grid Note dated April 29, 2011, in a principal amount of $800,000 from Vystar Corporation to CMA Investments, LLC (incorporated by reference to Vystar’s Current Report on Form 8-K dated April 29, 2011 and filed on May 2, 2011)

10.14		First Amendment to Agreement dated September 9, 2011, between Vystar Corporation, CMA Investments, LLC and Italia-Eire, LP, a Georgia limited partnership (incorporated by reference from Exhibit 10.14 to Vystar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 30, 2012)

Dr. Matthan has received numerous industry awards, including: the prestigious 2014 Institute of Materials, Minerals and Mining, U.K.’s Hancock Medal for his contributions to the development of the environmentally friendly sustainable growth of the global natural rubber industry, and the 2006 KMPhilip Award from the All India Rubber Industries Association for significant contributions toward the development of the Indian Rubber Industry. Dr. Matthan has published over 50 scientific and technical papers on natural rubber and lattices and is an invited speaker at several international conferences including the International Latex Conference.

Dr. Matthan holds an undergraduate degree from St. Stephens College, Delhi University, India and he earned his Ph.D. in Polymer Chemistry from the National College of Rubber Technology, London, England, where he was the first Ph.D. student of Dr. D.C. Blackley whose books and high polymer lattices and emulsion polymerization are the industry standard references.

Bryan Stone, MD

Bryan Stone, M.D, has advised Vystar over the past years relating to product development for the healthcare industry and brings to the Board an understanding of the challenges of new product development for start-up companies. He is the Chairman of Medicine at Desert Regional Medical Center in Palm Springs, Calif., and is the Medical Director at multiple DaVita Dialysis Centers. He is also an entrepreneur, serving as the Interim CEO of Fluid Energy Conversion, Inc., a firm specializing in molecular fluid mechanics, specifically high efficiency mass producible energy conversion technologies.

Keith D. Osborn, MD

Dr. Osborn is a board-certified Orthopaedic Spine Surgeon with 30 years of experience after completing his Spine Fellowship at Harvard University. He received his medical degree from the University of Maryland School of Medicine and performed his residency at Harvard University and Johns Hopkins Hospital. Dr. Osborn currently specializes in Spinal Surgery at Resurgens Orthopaedics in Atlanta with a focus on adult spinal disorders and total disc arthroplasty. Dr. Osborn retired from the Board in January 2021.