Vystar Adds Vytex into RxAir Spin-off, Sets Spin-Off Record Date, Opens Opportunity for Reverse Merger Into Vystar/Rotmans


Published on : 02-23-2022

  • Vystar/Rotmans would have singular focus on furniture/bedding industry to be attractive reverse merger opportunity
  • RxAir NewCo would include RxAir®, Vytex® and Fluid Energy Conversion
  • RxAir NewCo dividend record date set for June 30, 2022
  • After 100% RxAir NewCo spin-off, NewCo will issue 9.5% equity to Vystar

Worcester, MA, Feb. 23, 2022 (GLOBE NEWSWIRE) — Vystar® Corporation (OTCQB: VYST) announces that it plans to split into two companies via a dividend. In addition to the previously announced spin-off of RxAir® air purification and Fluid Energy Conversion subsidiaries into a separate, publicly traded company, Vystar plans to add a third subsidiary, Vytex® latex and rubber, into the spin-off. The parent company Vystar will retain Rotmans Furniture, one of the largest independent retail showrooms in the Northeast, as a retail furniture and mattress pure play. Vystar would retain a Vytex license that allows for the use of Vytex latex materials in the manufacture and retailing of mattresses, pillows, bed toppers and upholstered furniture for Vystar and Rotmans. Vystar desires to take this action after early discussions with companies interested in a potential reverse merger into the Vystar parent company and its Rotmans subsidiary.

“We have been approached by parties interested in different Vystar divisions,” stated Steve Rotman, Vystar CEO. “We always explore options, but after thorough analysis, we believe that a reverse merger by a significant furniture retailer or other manufacturer into Vystar could yield a four to six times multiple over a buyout. Rather than a one-time buyout payment, a specifically targeted reverse merger could create a combined entity that could have significantly higher revenue ($100 to $150 million), increased buying power to achieve greater economies of scale for enhanced profits ($10 to $15 million) and a higher PE ratio. Ultimately, we believe this would support a significantly higher share price and greater market cap.”

“Furthermore, Vystar keeping a Vytex license for manufacturing of mattresses, pillows, toppers and other products after the spin-off of Vytex could create an additional revenue stream (both manufacturing and retail) and add value over time if the merger partner chose to pursue that avenue,” Rotman continued. “The combination of furniture retailer and Vytex license to produce bedding and upholstery is ideal for a reverse merger candidate that is looking for immediate growth and a low cost entry into the capital markets.”

This type of merger would have the potential to bring valuable new assets, revenue and talent into Vystar that may be the foundation for further growth and a more dominant position within the industry. Vystar’s $34 million carry forward tax loss could offer significant tax advantages for the new merger partner and the subsidiaries within RxAir NewCo. After a spin-off, Vystar and its Rotmans subsidiary would intend to have a singular focus on the retail furnishings/mattresses market, making it more appealing for prospective furniture or bedding retailer merger partners desiring to become publicly traded, without the burden of additional subsidiaries unrelated to their core focus.

“Rotmans has a long, successful history thanks to our dedicated, talented employees,” Rotman pointed out. “The future of our employees and continuity are of paramount importance and will be driving factors in management’s choice of a merger partner. We expect to have the reverse merger complete mid-year of 2022.”

Vytex® Added to Spin-off of RxAir NewCo

After Vystar completes the spin-off of three wholly owned subsidiaries, RxAir NewCo would be an independent publicly traded company consisting of:

  1. Vytex, a developer and licensor of patented latex and rubber formulations;
  2. RxAir UV light air purification systems; and
  3. Fluid Energy Conversion (FEC), a developer of patented ultrasonic technologies.

Additionally, after the spin-off, RxAir NewCo would issue shares to Vystar, so that Vystar will have a 9.5% ownership in RxAir NewCo.

“We have more changes afoot to increase shareholder value now at Vystar than ever in our history,” stated Rotman. “We want to create a catalyst for growth for all of our subsidiaries, and we believe that a combination of placing Vytex into the RxAir NewCo spin-off, independent of Rotmans, creates a cleaner, publicly traded, higher valuation entity that will be better positioned to expand research and development of all three subsidiaries’ intellectual property across multiple industries. Vytex continues to progress its R&D, and explore new opportunities that have arisen across multiple industries. We will provide further information in future releases.”

Vystar decided to delay the previously announced time frame for the RxAir NewCo spin-off to facilitate the addition of Vytex into the spin-off that, in turn, creates the singular focused Vystar-Rotmans entity in preparation for a potential reverse merger. Vystar plans to execute the spin-off prior to the reverse merger. Those holding shares of Vystar stock on the dividend record date would receive a dividend of RxAir NewCo shares on the dividend effective date. Vystar has set the dividend record date as June 30, 2022. Vystar will announce the dividend effective date and ratio of the dividend once details become finalized and have passed regulatory review.

Additional Activities

In preparation for the above planned and potential activities and transactions, Vystar and its subsidiaries plan to conduct a number of corporate transactions to facilitate a smooth transition. These may include issuances or conversions of common and preferred stock, debt settlement, restructuring of debt and other activities that will be disclosed to shareholders in accordance with SEC requirements.

For inquiries regarding Rotmans, the reverse split or RxAir NewCo dividend, contact Steve Rotman at 508 438 4143, or srotman(at)vytex(dot)com.

Follow us on social media:

Twitter:         @VystarCompany        @RxAir

Facebook:    @RxAir

Instagram:   @rxair_air_purification

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About Vystar Corporation:

Based in Worcester, Mass., Vystar® Corp. (OTCQB: VYST) is the majority owner of Rotmans Furniture and Flooring and environmentally friendly technologies and products to improve lives, including RxAir® UV light air purification products that destroy harmful airborne viruses and pathogens, Vytex® Natural Rubber Latex (NRL), and Fluid Energy Conversion. Vytex is a multi-patented, all-natural, raw material that contains significantly reduced levels of the proteins found in natural rubber latex for a stronger, more durable, yet environmentally safe, “green” and fully biodegradable product that can be used in a broad range of consumer and medical products. For more information, visit www.vystarcorp.com.

Contacts: Media: Julie Shepherd, Accentuate PR, 847_275_3643, Julie@accentuatepr.com Investors: Steve Rotman at 508 438 4143, or srotman(at)vytex(dot)com

Forward-looking Statements: Investors are cautioned that certain statements contained in this document as well as some statements in periodic press releases and some oral statements of VYST officials are “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as “believes,” “anticipates,” “intends,” “plans,” “expects,” and similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future VYST actions, product development and delivery, company value, spin-off logistics, merger partners or opportunities, stock value, spin-off or merger plans, pricing and timing, which may be provided by management, are also forward-looking statements as defined by the Act. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this report. These statements are not guarantees of future performance and VYST has no specific intention to update these statements.