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Vystar Corporation (VYST) forms AI/Web3 JV for 50% of R3alm

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vystar Corporation entered into a joint venture with Capital Realm, Inc. to acquire a 50% interest in r3alm inc., a compliance-focused AI and Web3 financial ecosystem aimed at bridging traditional finance and decentralized technologies. Capital Realm has spent a decade developing the R3alm platform, which currently comprises 22 planned modules covering digital capital formation, tokenized real-world assets, digital securities infrastructure, governance, trading and liquidity tools, treasury systems, identity and wallet functions, collectibles infrastructure, analytics, and an AI-powered financial intelligence layer.

As consideration for the 50% interest, Vystar issued 8,371 shares of Series B Preferred Stock to Capital Realm, convertible into 8,371,000 shares of common stock, described as representing 34% and becoming fully vested upon proof of the intellectual property concept. The issuance was made as an unregistered offering relying on an exemption under Regulation D of the Securities Act of 1933. Related agreements include a Series B Preferred Stock Subscription Agreement, a Stock Purchase, Share Exchange and Equity Acquisition Agreement, a True Up Rights and 34% Ownership Maintenance Agreement, and a Shareholders Agreement governing the joint venture relationship.

Positive

  • None.

Negative

  • Potential dilution from 8,371,000 common shares issuable upon conversion of Series B Preferred Stock, tied to a stated 34% ownership reference and a True Up Rights and 34% Ownership Maintenance Agreement.

Filing Explained

The August 6 filing reports the joint venture as completed under Item 2.01, not merely agreed: Vystar acquired its 50% interest in r3alm and issued Series B preferred stock convertible into 8,371,000 common shares; the filing does not report that conversion.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.10 Item 1.10
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series B Preferred Stock issued 8,371 shares Issued to Capital Realm, Inc. as consideration for a 50% interest in r3alm inc.
Common stock underlying Series B 8,371,000 shares Shares of common stock into which the Series B Preferred Stock is convertible
Interest in r3alm inc. 50% Equity interest in r3alm inc. to be held by Vystar through the joint venture
R3alm platform modules 22 modules Number of planned modules in the R3alm compliance-focused AI and Web3 ecosystem
Platform development period a decade Time Capital Realm has spent building the R3alm platform
Ownership maintenance reference 34% Percentage cited in connection with the True Up Rights and 34% Ownership Maintenance Agreement
Regulation D regulatory
"The issuance of the share to Capital Realm is exempt under Regulation D of the Securities Act"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Series B Preferred Stock financial
"R3alm received 8,371 shares of Vystar Series B preferred stock, convertible into 8,371,000 shares"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
tokenized real-world assets financial
"modules spanning digital capital formation, tokenized real-world assets, digital securities infrastructure"
Tokenized real-world assets are physical or financial items — such as real estate, bonds, art, or commodities — represented by digital tokens on a secure online ledger, enabling ownership to be divided into small, tradable pieces. For investors this can mean easier buying and selling, lower minimum investments and faster settlement, but it also introduces technology, market and legal risks, so it's like turning a house into many tradeable shares with new rules and costs to consider.
decentralized infrastructure technical
"intended to bridge traditional finance and decentralized infrastructure"
Decentralized infrastructure is a network design where computing power, data storage, and control are spread across many independent nodes instead of held by a single central operator. Like a neighborhood with many independent wells rather than one municipal water plant, this reduces single points of failure and can lower costs or enable new business models, but it also changes security, governance and regulatory risk—factors investors watch because they affect long-term reliability and value.
equity-linked digital share token financial
"R3EQ is planned as the ecosystem’s equity-linked digital share token associated with R3alm"
True Up Rights regulatory
"True Up Rights and 34% Ownership Maintenance Agreement by and among Vystar Corporation"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What joint venture did Vystar Corporation (VYST) enter on August 4, 2026?
Vystar Corporation entered a joint venture with Capital Realm, Inc. to acquire a 50% interest in r3alm inc., a compliance-focused AI and Web3 financial ecosystem designed to bridge traditional finance with decentralized technologies through multiple interconnected financial modules.

How many shares did Vystar Corporation (VYST) issue in connection with the r3alm joint venture?
Vystar issued 8,371 shares of Series B Preferred Stock to Capital Realm, Inc. as consideration for the 50% interest in r3alm inc. These preferred shares are convertible into 8,371,000 shares of common stock, subject to proof of the intellectual property concept.

What is the potential ownership impact of the Series B Preferred Stock issued by Vystar (VYST)?
The Series B Preferred Stock issued in the transaction is described as convertible into 8,371,000 common shares, representing 34%. A related True Up Rights and 34% Ownership Maintenance Agreement references maintaining that 34% ownership level associated with the issuance.

Under which securities law exemption did Vystar (VYST) issue the Series B Preferred Stock?
The issuance of 8,371 Series B Preferred shares to Capital Realm, Inc., convertible into 8,371,000 common shares, was conducted as an unregistered offering relying on an exemption under Regulation D of the Securities Act of 1933, as amended.

What does the R3alm platform acquired by Vystar (VYST) aim to provide?
The R3alm platform is a 22-module, compliance-focused AI and Web3 ecosystem designed to support digital capital formation, tokenized real-world assets, governance, trading and liquidity tools, treasury systems, identity and wallet functions, collectibles infrastructure, analytics, and an AI-powered financial intelligence layer.

How might the R3alm ecosystem benefit small and micro-cap companies working with Vystar (VYST)?
The R3alm ecosystem focuses on helping small and micro-cap companies tokenize their stocks, enabling 24-hour domestic and international trading that combines cryptocurrency liquidity with traditional stock market trading, and offering additional tools intended to facilitate capital raising for issuers facing limited conventional financing avenues.
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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): August 4, 2026

 

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.)

 

356 Shrewsbury Street

Worcester, MA

  

 

01604

(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)

 

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

 

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

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by 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 1.01. Entry into a Material Definitive Agreement.

 

By agreements executed on August 4, 2026, Vystar Corporation has entered into a joint venture (the “Joint Venture”) with Capital Realm, Inc. to acquire a 50% interest each in r3alm, Inc., a compliance-focused AI and Web3 financial ecosystem designed to bridge traditional finance and decentralized technologies. Under the transaction, R3alm received 8,371 shares of Vystar Series B preferred stock, convertible into 8,371,000 shares of common stock fully vested upon proof of intellectual property concept. The parties intend to jointly manage and further develop the project.

 

Capital R3alm has spent a decade building a 22-module platform and is being developed as a compliance-oriented financial technology ecosystem intended to bridge traditional finance and decentralized infrastructure. The platform is designed to span capital formation, tokenized assets, governance, trading infrastructure, treasury systems, investor access, identity, analytics, crowdfunding capabilities, and an AI-powered financial intelligence layer. R3EQ is planned as the ecosystem’s equity-linked digital ownership-layer token.

 

The R3alm ecosystem currently includes 22 planned modules spanning digital capital formation, tokenized real-world assets, digital securities infrastructure, governance systems, trading and liquidity tools, treasury capabilities, identity and wallet functions, collectibles infrastructure, analytics, and AI-powered financial intelligence. The platform is intended to support secure, transparent, and scalable financial products designed to expand investor access and support long-term market innovation.

 

The R3alm platform is intended to support multiple interconnected business lines, including digital capital formation, tokenized asset infrastructure, ecosystem governance, investor tools, treasury systems, and related applications for both business-to-business (B2B) and business-to-consumer (B2C) markets, serving investors, issuers, developers, enterprises, and end users operating in emerging digital financial markets. A key component of the ecosystem is R3EQ, the planned equity-linked digital share token associated with R3alm.

 

The R3alm platform is additionally focusing its ability to help small and micro-cap companies tokenize their stocks through a unique program, which, provides 24-hour domestic and international trading, combined with the liquidity of Crypto currency and traditional trading of the stock market. R3alm has the ability to help companies raise capital as well through this process, where most traditional avenues for small to micro-cap companies are closed. While this is only a small part of what our R3alm platform can do but certainly one of its most important features.

 

A copy of the Series B Preferred Stock Subscription Agreement, the Stock Purchase, Share Exchange and Equity Acquisition Agreement, the True Up Rights and 34% Ownership Maintenance Agreement and the Shareholders Agreement are attached as Exhibit 2.1, 10.1, 10.2, and 10.3 respectively.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

The information set forth in Item 1.10 is incorporate herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

As part of the Joint Venture, in consideration for receipt of 50% interest in r3alm inc., Vystar issued ,8371 shares of Series B Preferred Stock, convertible into 8,371,000 shares of common stock (34%) fully vested upon proof of intellectual property concept. The issuance of the share to Capital Realm is exempt under Regulation D of the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

4.1   Series B Preferred Stock Subscription Agreement by and between Vystar Corporation and Capital Realm, Inc. dated July 28, 2026 (signed on August 4, 2026)
     
10.1   Stock Purchase, Share Exchange and Equity Acquisition Agreement by and between Vystar Corporation and Capital Realm, Inc., and r3alm inc., dated July 28, 2026 (signed on August 4, 2026)
     
10.2   True Up Rights and 34% Ownership Maintenance Agreement by and among Vystar Corporation and Capital Realm, Inc., dated July 28, 2026 (signed on August 4, 2026)
     
10.3   Shareholders Agreement by and among Capital Realm, Inc., Vystar Corporation and r3alm inc., dated July 28, 2026 (signed on August 4, 2026)
     
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: August 6, 2026 By: /s/ Jamie Rotman
  Name: Jamie Rotman
  Title: President/Chief Executive Officer

 

 

 

 

Exhibit Index

 

Exhibit

Number

   Description
     
4.1   Series B Preferred Stock Subscription Agreement by and between Vystar Corporation and Capital Realm, Inc. dated July 28, 2026 (signed on August 4, 2026)
     
10.1   Stock Purchase, Share Exchange and Equity Acquisition Agreement by and between Vystar Corporation and Capital Realm, Inc., and r3alm inc., dated July 28, 2026 (signed on August 4, 2026)
     
10.2   True Up Rights and 34% Ownership Maintenance Agreement by and among Vystar Corporation and Capital Realm, Inc., dated July 28, 2026 (signed on August 4, 2026)
     
10.3   Shareholders Agreement by and among Capital Realm, Inc., Vystar Corporation and r3alm inc., dated July 28, 2026 (signed on August 4, 2026)
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

Source: View Original Filing on SEC EDGAR

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