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Vystar Details Preliminary Plans for RxAir Spin Off as Shareholder Dividend

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·8 min read
In this article:
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  • Separation of RxAir® business offers pure-play investment opportunity

  • Vystar shareholders on the Record Date of January 5, 2022 to qualify for dividend of RxAir NewCo shares

Worcester, MA, Aug. 05, 2021 (GLOBE NEWSWIRE) -- Vystar® Corporation’s (OTCQB: VYST) Board of Directors has approved preliminary plans to spin off the RxAir® UV light air purification business as a separate publicly traded company (RxAir NewCo). Vystar is planning the spin-off to result in Vystar shareholders owning stock in both companies in an anticipated tax-free transaction.

Vystar and its partners have invested substantial resources in RxAir for R&D and manufacturing, along with establishing a distribution network to relaunch its product line in 2020. With the world’s attention focused on COVID-19 and airborne transmission of viruses, and the ability of RxAir UV light air purifiers to inactivate more than 99.9% of airborne viruses, bacteria and other pathogens, including the coronaviruses; influenza; tuberculosis; and MRSA, this is an optimal time for the spin-off. Vystar believes the spin-off will create equity value, making the total equity greater than the sum of the parts.

“By separating RxAir, we hope to create a high-performing, pure-play company where strategic and budget decisions can be based solely on the best interests of growing the company and revenues in that specific market without the distractions or business and budgetary demands of our subsidiaries in disparate industries,” stated Steve Rotman, CEO of Vystar Corporation. “We anticipate that creating the RxAir NewCo pure-play could unlock additional value for our shareholders, as well as make it more attractive to potential investors and customers as we plan for future product line expansion.”

Rational for Separation

  • RxAir would have its own investor base whose understanding and interests are aligned with RxAir’s value proposition, which could be more accretive to the values of the entities separately than the value they would have together

  • The company would have the ability to raise capital and pursue partnerships based on their specific industries

  • Each company would be able to recruit, motivate and retain top talent via equity-based compensation directly relating to their industry-specific contribution that impacts company performance.

  • Each company would be insulated from the highs and lows of the other.

  • Vystar and RxAir NewCo would both benefit from an undiluted concentration on their separate priorities

Vystar’s current plans for the spinoff include the following, some of which is subject to SEC and FINRA approval and other factors:

  • Approximately 36 million shares authorized for RxAir NewCo.

  • RxAir NewCo is expected to trade on the OTCQB.

  • Vystar shareholders on the Record Date of January 5th 2022 would qualify for dividend of RxAir NewCo shares

  • The Ex-Dividend Date is December 31, 2021. This is the last day that purchases of Vystar can be made that will settle in time to be eligible for the dividend

  • On the dividend Payment Date (proposed to be early in first quarter 2022), Vystar expects to issue a dividend of 2857 common shares of RxAir NewCo for every 100,000 shares of Vystar common stock held by each shareholder of record.

  • The Vystar Board has approved a $1,000,000, two-tranche capital raise for RxAir NewCo in advance of the spin-off. The raise will not affect Vystar or its shares.

  • The RxAir NewCo opening day price is expected to be $2.00 per share based on the second tranche of the capital raise for RxAir at $2.00 per share.

  • Current Vystar shareholders’ ownership of shares in Vystar will remain unchanged.

  • Vystar will retain 20% of the shares of RxAir NewCo anticipated valuation of approximately $14.5 million based on the expected opening price and number of authorized shares.

  • Vystar will transfer to RxAir NewCo the RxAir-related patents, tooling, inventory and other assets having a value of $6-$8 million.

  • Strategic Link Associates (SLA), Vystar’s RxAir manufacturing partner, will receive a seat on the RxAir NewCo Board of Directors

  • Vystar’s current Board of Directors and the SLA Board Member will initially serve as the interim Board of Directors for RxAir NewCo until the new Board members are named.

  • Steven Rotman will be the Chairman of the Board of RxAir NewCo.

  • Bryan Stone, MD, will be the CEO of RxAir NewCo.

  • Steve Rotman will remain the CEO of Vystar Corp.

Dr. Stone is a member of the Vystar Board of Directors and a long-term advisor to Vystar on product development for the healthcare industry. He brings to the Board an understanding of the challenges of new product development for start-up companies. He is the Chairman of Medicine Emeritus at Desert Regional Medical Center in Palm Springs, Calif., and the Medical Director at multiple DaVita Dialysis Centers. Dr. Stone, a nephrologist who treats many immune-compromised patients, became a spokesperson for RxAir after doing medical research on epidemiology, airborne pathogens, and air purification in an effort to keep his patients healthy.

SLA has been instrumental in R&D for new RxAir models, enhancements to existing models, rebuilding of the supply chain, and creating manufacturing efficiencies. Additionally, SLA has funded the design, electronics, prototype testing, tooling and the initial work needed to complete manufacturing for the production of the re-engineered RxAir3000 and a new RxAir500 model designed for smaller spaces. Vystar values this work at approximately $1 million.

“SLA is financially and strategically invested in Vystar and the future of RxAIr,” Dr. Stone, noted. “SLA’s experience in designing, testing and manufacturing medical and HVAC devices, as well as their extensive network of supply chain partners has been invaluable to enhancing manufacturing efficiency of RxAir, improving product performance and streamlining the manufacturing process. Their dedication to quality in every aspect of the existing products and in developing the new products lines is invaluable to RxAir. We wholeheartedly welcome them to RxAir NewCo’s Board of Directors in the formal role of helping set the strategic direction of the company.”

How RxAir Works

RxAir is an FDA-cleared UV-C light air purifier that has been proven in EPA certified lab tests to destroy a myriad of harmful airborne pathogens – without chemicals or any significant ongoing effort by the consumer. The RxAir UV-C light air purifier’s patented “kill chamber” forces the air to spiral in close proximity around three long UV-C tubes for an extended time, ensuring the proper 254 nm wavelength dosage for maximum microbicidal and neutralization activity.

RxAir improves air quality by:

  • destroying a myriad of airborne viruses and bacteria, including multiple coronaviruses; H1N1; MRSA; pneumonia; strep; tuberculosis; measles; and influenza;

  • inactivating molds, fungi and other pathogens;

  • neutralizing odors and volatile organic compounds (VOCs), such as those emitted from manufacturing processes, carpets, paints, cleaning supplies, coatings, solvents, chemicals, animals and cooking.

For information on how to become an RxAir/Rx3000 distributor and/or bulk pricing, contact info@Rxair.com or 508-791-9114.

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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 Solutions. 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: Lee Howley, lhowley@vytex.com, 508_791_9114

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, 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.