UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 322, 2024

VYSTAR CORPORATION

(Exact Name of Registrant as Specified in Charter)

Georgia

000-53754

20-2027731

(State or Other Jurisdiction

of Incorporation

(Commission

File Number)

(IRS Employer

Identification No.)

101 Aylesbury Rd.

Worcester, MA

01609

(Address of Principal Executive Offices)

(Zip Code)

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

n/a

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Type of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common		VYST		None

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) of Rule 12B-2 of the Securities Exchange act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(ac), (e) The Company has previously announced that Ms. Jamie Rotman was appointed as President of the Company effective December 21, 2023 until any successor is appointed or upon her resignation, termination or retirement. At that time, Ms. Rotman was not a party to any material plan, contract or arrangement.

~~Although~~On ~~BFBorgers~~July ~~CPA PC (“BFBorgers”) was recently engaged as Vystar Corporation’s independent registered public accounting firm as of February 20~~22, 2024, the Company ~~was~~entered ~~promptly~~into ~~required~~an toEmployment ~~dismiss~~Agreement BF(the ~~Borgers~~“Employment asAgreement”) ~~its~~with ~~independent~~Ms. ~~registered~~Rotman, ~~public~~under ~~accounting~~which ~~firm~~Ms. ~~effective~~Rotman ~~May~~receives 3,annual ~~2024.~~compensation Onequal ~~such~~to ~~date~~$180,000 ~~the~~payable ~~Securities~~in ~~and~~Series ~~Exchange~~C ~~Commission~~Preferred ~~(the~~Stock ~~“Commission”)~~or ~~issued~~common anstock, ~~order~~either ~~reporting that~~at itMs. ~~had~~Rotman’s discretion, ~~settled~~discounted ~~administrative~~50% ~~and~~over ~~cease-and-desist~~the ~~proceedings~~then ~~against~~market BFprice ~~Borgers,~~ (and ~~its~~payable ~~sole~~in ~~audit~~cash ~~partner,~~at ~~Benjamin F~~Ms. ~~Borgers CPA~~Rotman’s discretion), ~~permanently~~plus ~~barring~~a BFsigning ~~Borgers~~bonus ~~and~~of $25,000 ~~Mr.~~payable ~~Borgers~~in ~~from~~shares ~~appearing~~of orSeries ~~practicing~~C ~~before~~Preferred ~~the~~Stock, ~~Commission~~vesting asover ~~an accountant~~2024.

~~BFBorgers~~The ~~did~~Employment ~~not~~Agreement ~~provide~~was ~~any~~made ~~accounting~~retroactive ~~services~~ to ~~the~~January ~~Company~~1, ~~prior~~2024. toThe ~~its~~Employment ~~dismissal,~~Agreement ~~and~~also ~~thus,~~provides ~~such~~for ~~engagement~~a ~~and~~24-month ~~dismissal~~severance ~~has no effect~~payment onupon ~~the~~a ~~Company’s~~termination ~~financial~~without ~~statements,~~cause ~~and~~(as ~~BFBorgers~~defined) ~~did not,~~ and ~~had~~a ~~not~~24 ~~opportunity~~month ~~to,~~change ~~provide~~in ancontrol ~~adverse opinion or a disclaimer of opinion~~severance.

~~The~~A ~~U.S.~~copy ~~Securities and Exchange Commission (the “SEC”) has advised that, in lieu~~ of ~~obtaining a letter from BF Borgers stating whether or not it agrees with~~ the ~~statements~~Employment ~~herein,~~Agreement ~~the Company may indicate that BF Borgers~~ is ~~not~~attached ~~currently~~as ~~permitted~~Exhibit to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 202410. 1.

~~(b)~~Item 9.01. Financial Statements and Exhibits.

~~Effective June 4, 2024, the Company re-engaged Marcias Gini & O’Connell, LLP~~ (~~“MGO”~~d) ~~as its independent public accounting~~ ~~firm. MGO had previously resigned on December 6, 2023.~~Exhibits

During the two most recent fiscal years and any subsequent interim period, MGO was the Company’s independent registered public accounting firm. Further, during the Company’s two most recent fiscal years and subsequent interim period, the Company and MGO did not discuss any matter that was the subject of a disagreement or a reportable event.

10.1	Employment Agreement effective January 1, 2024, by and between Vystar Corporation and Jamie Rotman.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VYSTAR CORPORATION
Date: June 25, 2024	By:	/s/ Jamie Rotman
Date: July 24, 2024	By:	/s/ Jamie Rotman
	Name:	Jamie Rotman
	Title:	President/Chief Executive Officer

Exhibit Index

Exhibit Number		Description
10.1		Employment Agreement effective January 1, 2024, by and between Vystar Corporation and Jamie Rotman.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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