UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |
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