I believe in analysis and not forecasting.
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MTL VYST and Rotmans won't merge prior till anything is final in the courtroom. They won't file till the judge says they are not guilty and liable for the amounts due to EMA for this reason. Straight from what EMA responded with:
As §1.2(a) of the Note dictates: “The conversion price hereunder (the "Conversion Price") shall equal the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 65% of the average of the two (2) lowest bid prices for the Common Stock of the Principal Market during the twenty (20) consecutive Trading Days including and immediately preceding the Conversion Date, or the closing bid price, whichever is lower…”
EMA is 100% holding VYST and Rotmans and any other acquisition VYST has in store back! Can't be any more obvious then the above statement from EMA yesterday.
Believe we should hear something back from VYST by next Friday
(5/3/2019)
Believe they go to court on:
5/10/2019 at 9:30 AM
Spent $300 plus for everyone the past 2.5 months on pacer documents. In the end it’s the same stuff everyone has been reading. EMA isn’t backing off and they are exploring every possible way to get VYST to pay.
16 pages filled with text but I’m not going to post or copy each page as that takes up a ton of my time and I’m busy. In the end I don’t think EMA has responded even remotely close for them to have a shot at winning this case. They focused more energy this go around on damages and how this is a “penny stock” with lots of volatility so those should be dismissed, etc, etc.
That pretty much sums it up. Nothing we all haven’t seen before
Nah I just think you should go pay for it if you want to read it buddy
Yep EMA filed last night! They are fighting and accusing VYST still and to dismiss all unrelated topics they mentioned on the 4/5 filings
Agree and spot on!
$VYST to dollars soon hopefully and regardless of poor IR and communication from management on big decisions
Yes
FREQUENTLY ASKED QUESTIONS ABOUT FORM 8-K
Section 5 - Corporate Governance and Management Item 5.01 Changes in Control of Registrant.
- If, the company’s board of directors becomes aware that a change in control of the company has occurred, the company should use this item to disclose (i) the identity of the person(s) who acquired such control; (ii) the date and a description of the transaction(s) that resulted in the change in control; (iii) the basis of the control, including the percentage of voting securities of the registrant now beneficially owned directly or indirectly by the person(s) who acquired control; (iv) the amount of the consideration used by such person(s); (v) the source(s) of funds used by the person(s).
- This item should also be used to describe any arrangements that the company becomes aware of, including any pledge by any person of securities of the company or any of its parents, the operation of which may at a subsequent date result in a change in control of the company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
4.
- Results from any of the following situations:
- the resignation or refusal to stand for reelection by directors due to a disagreement;
the election or appointment of new directors (other than at an annual or special meeting of shareholders);
disagreement;
- the election or appointment of new directors (other than at an annual or special meeting of shareholders;
the departure of any director for any reason;
- the retirement, resignation, or termination of a company’s principal executive officer, president, principal financial or accounting officer, principal operating officer, or person performing a similar function to any such officers (“Senior Executive Officers”); and
- the appointment of any Senior Executive Officer and the entry into (or amendment of) a compensatory arrangement with a principal executive officer, principal financial officer, or named executive officer.
More money to the Rotman family. Guaranteed
I’m sure the audit screw up was a part of the resignation. But really my main idea is that they would push forward with the director of finance with Rotmans currently as they are going to merge with them on Rotmans Furniture time table and wishes.
That being said we look for good news on the new director being a Rotman associate or even better another family member
Could be it but doubtful.... honestly what a load of crap. I want way better news then this
It would make sense going forward they would use Rotmans finance team anyways. Real stuff
Makes sense they are paying an audit firm now
Unsure, you can look at it in 2 ways.
Change in leadership upon merger
Or
Top executives stepping down could also be seen as a negative sign as the company is not proceeding forward with certain events and areas.
I have no clue what to say. I saw 8-K and thought merger please
On April 19, 2019, Mr. Paul R. Oristaglio resigned as a Director, and on April 23, 2019, Ms. Mitsy Mangum resigned as a Director.
Merger/Consolidation Rules 101 - These questions have been greatly skipped over.
1.The shareholders of both companies may experience a dilution of voting power due to the increased number of shares released during the merger process. This phenomenon is prominent in stock-for-stock mergers/consolidations, when the new company offers its shares in exchange for the shares of the target company albeit at an agreed conversion rate. Shareholders of the acquiring company experience a marginal loss of voting power, while shareholders of a smaller target company may see a significant erosion of their voting powers in the relatively larger pool of stakeholders.
2.The stock price of the newly merged company is expected to be higher than that of both the acquiring and target firms, and it is usually profitable for the target firm's shareholders, who benefit from the resulting stock price arbitrage. In the absence of unfavorable economic conditions, shareholders of the merged company usually experience greatly improved long-term performance and dividends.
No definitely not to cause confusion but to bring awareness to all other possible possibilities regardless of the best investor friendly approaches that all seem to hop on board because some longs think that is more beneficial then seeing the big picture of real possibilities. Didn’t think anything big numbers wise from the 10-K but for it to not being any good investor information hurt. The PPS drop doesn’t lie.
Again please read below. Don’t mistake yourself by thinking this will end nicely. I didn’t hear a disagreement from you so I will take this as correct and there is no misunderstanding.
By design, private equity backed held businesses are going to be sold. They might be sold to other investors, other companies, or to the public - but they are intended to be sold. These sales can make the senior executives at the companies wealthy and sometimes exceedingly wealthy.
Makes sense. Steve Rotman owns both businesses. This would only benefit himself massively! It’s also a lot more conservative of a approach the going with an IPO approach.
Greg has only stated and hinted towards something they are calling a consolidation (we all are really unsure if this going to be a straight up consolidation but Sterling I am sure my comments below will make sense to you.)
Consolidation: A contractual and statutory process by which
(1) Two or more corporations jointly become a completely new corporation (the successor corporation),
(2) The original corporations cease to exist and to do business, and
(3) The successor corporation acquires all of the assets and liabilities of the original (now defunct) corporations.
Conceptually, it looks like A + B = C (here, distinct companies A and B consolidate into a new company, C)
The massive problem I see with this Sterling is this situation that we have:
If a single person (or even a small group) owns 100% of the company, he or she can effectively do anything he/she wants: sell off specific assets, divest certain divisions, raise funds via a bank loan, or accept an equity investment for 10% of the company which this current situation presents.
Product Groups: You will rarely work with private companies in DCM or Leveraged Finance unless they are PE-owned and they’re looking to refinance debt. In ECM, you will only encounter private companies in the context of firms about to go public via an IPO. It’s a mixed bag in M&A and you’ll see both public and private companies, but buyers are far more likely to be public.
Leveraged Buy-Out (LBO): The purchase of all publicly- held shares of a takeover target by its management or some other "inside" group, usually through undertaking substantial debt(hence, the "leverage") in order to take the company "private" and avoid a hostile takeover by an outsider. Unfortunately, this usually hurts the company by the huge debt load and possibly poor quality of debt (junk bonds, etc.)
By design, private equity backed privately held businesses are going to be sold. They might be sold to other investors, other companies, or to the public – but they are intended to be sold. These sales can make the senior executives at the companies wealthy and sometimes exceedingly wealthy.
If I were the Rotmans I feel a leveraged Buy-Out would be most conservative and would benefit them much more then an IPO and still this would be considered a consolidation as a buy-out would be happening rather then a merger..
I’m waiting to see what happens because I understand where you are coming from....
But what I don’t think you are fully understanding is that is one of the many possible ways this could go Sterling..... As we all didn’t expect such numbers and statements showing in the previously filed 10-K yesterday morning it seems we have been mislead and actually purposely confused in regards to such close interactions with Greg. I think maybe less communication and more distinct information from Greg would be best. Until that happens I believe the plan is to misguide the investors to confuse them on the possibilities that under lie to the future.
Now I never said your prior comment is not what will happen. I hope that is what will happen and to me I still feel like that route is most beneficial to everyone while it doesn’t hurt the Rotman Family regardless that is not the “most conservative” approach.
One aspect that I would try to modify in your theory is that they may take a more conservative approach to the consolidation benefiting the company and Rotmans more then one would expect.
I will be holding and taking the risk. One only knows the value of the future and we all will hopefully find out. It bothers me that they stated NRL is depreciating making it seem like the more they wait the more they will have to pay Rotmans to consolidate. Some questions lie open still on the fact I believe some products that VYST own are not able for be valued yet by experts. These things hold huge possible problems
Just know each day we wait for a merger NRL is depreciating in value per 10-K.
Those questions need to be answered by Greg, Jamie, and Steve!
Here come the .04s
Thanks Greg, Jamie and Steve
Benji minus the few points you posted... what about the 5 million in losses.
Yep and not sold once. I try to post valuable information. Some may come off misleading but I’m not the one who advises who buys what and who sells when. Those decisions are based on the investor themselves.
But in no way does that mean I sold my position by stating facts. I’m not out here spewing false information. If you are so thrown off why not you say something valuable here rather speaking like pepe does
Lol funny guy
Lol you love playing the name calling game man. I’m not making up the 10-K. You can voice your bi-polar / depressive picture with Greg as it seems like that’s what you’re getting at. One minute the 10-K is timely. The next minute it’s a week pst due ;) stop kidding yourself and getting upset about everything but the truth and the ones in charge
Averages at any of these levels don’t matter on basis we see something that isn’t diluting the PPS. For any long the massive increase in the OS is a bit concerning but maybe there has been something in the works we all are not aware of
Lol it may look like that. On that note I’ll buy more
I’m here for a merger and that’s all that I see saving this. A good as non dilutive merger as possible.
I’m sorry! Back to reality sir. The 10-K actually came out today. Hopefully good news comes out tomorrow or this may be back on a path for destruction.
Lol okay says the guy who just started voicing there concern on this board a day ago! Enough is enough about me. This board is about VYST. Are you confused?
No I wouldn't sell for a loss. I will hold this till the day this company no longer exists or this company get's me to where I want it to be. But it doesn't start until you can look yourslelf in the mirror and say all the bad things about the stock.
Those to me are the most important ones to focus on as a shareholder. What's really the problem and most significant? To me what happened here is that the Rotmans showed some faith.. Jamie and Greg are now in this company with us permanently. There companies were acquired by Vystar Corp. The ball is in there court. No way there Dad let's this go bankrupt but who knows how many years this will go without a merger. One day it will happen hopefully no stock split here or one that is manageable. Few concerns that came to me while I was reading the 10-K that makes me think they're not ready for a merger yet. I'm not sure how long it will take them, however, since they claimed new products will be entering the industry year after year there market gets more challenging. That being said NRL is being depreciated year after year.. The cost of what it's worth is slowly lowering.
Has Vystar been able to successfully determine what all there products are worth? Without this I don't think a merger and the cost for the merger is there until this is taken care of.. I thought I saw something today on one of the products they had that they were unable to get a accurate number on how much it was worth. I'd like to hear some feedback on this statement that I just voiced.
Good point. What does this sound like to you?
For a company that makes no money and has 5 X more in losses then in gains?
You’re kidding me right lol
Adding 600,000,000 million extra outstanding shares with no Murida Inc Dba Rotmans merger.... Clearly that wasn’t hard to guess!
My bad man, I didn't see those assets being a positive thing or at least some of them..
Blue Oar Consulting, Inc - 7,500,000 shares of common stock at par value
&
Designcenters.com - 300,000 common shares
Good Assets
- NHS Holdings, LLC - 27,769,500 shares
- UV Flu Technologies, Inc - 27,918,000 shares
Only down 20.29% today. Thanks Greg, Jamie and Steve.
I asked if this would hurt the PPS today. Greg said “I don’t know.”
Clearly we found out it would. Hopefully we regain some strength here moving forward.
Very few positives -- Revenues up and will hopefully continue to rise even though the revenues even though they have multiplied X 5 the losses from PY. They will not be able to fit company expenses regardless of the revenue being generated.... Competition of NRL continues to be low, however, are supposed to continually be gradually progressing year after year. That being said as a investor it's time to start making big moves before it's too late. Sadly, Murida Inc Dba Rotmans was not linked in this 10-K at all. They completely shut the idea down which is what all investors were looking for and not hinting towards this merger sort of put the cherry on the cake with this 10-K. Hopefully, as many expect they crunched a ton of things out and now able to focus all energy on this merger acquisition of Murida Inc Dba Rotmans.
Some notes from the 10-K
1.
Net Loss went from 2017 - (1,184,474) TO 2018 - ($5,401,222).
In no way even with what the 1Q revenue is at there is no way they will be able to tackle something coming in at a loss that high.
The 10-K States:
Our limited operating history makes it difficult to evaluate our business. We expect to make significant future operating expenditures to develop and expand our business into areas such as OEM product lines and offerings in the mattress and furniture arenas. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this Report, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, we may not be able to achieve or maintain profitability, and we may incur significant losses for the foreseeable future. See additional discussion under Liquidity and Capital Resources.
At December 31, 2018 our cash position was $50,052 and we had an accumulated deficit of $34,072,553. We plan to finance our operations for the next twelve (12) months through the use of cash on hand, stock warrant exercises from existing shareholders, raising capital through private placements and the possible acquisition of a cash flow positive foam business in key areas of the furniture world that includes finished mattresses, component cores, topper cores and pillows. You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, have not generated net earnings on an annual basis. Various factors, such as economic conditions, regulatory and legislative considerations, and competition, may also impede our ability to expand our market presence. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate positive cash flows or profits we anticipate in the future.
2.
Holy Christ the ROTMAN FAMILY JUST BECAME LOADED! GREAT DEAL.... SIGH.... In any way can someone argue that this deal seems fair? You have got to be kidding me.. In what way can the company even afford something like this?
Per Steven Rotman’s Employment agreement, he is to be paid approximately $1 per year in cash, $20,833 per month to be paid in shares based on a 20-day average at a 0% discount to market, an option to purchase 11,000,000 shares of common stock at par value as a signing bonus, and $200,000 as a performance bonus. During the year ended December 31, 2018, the Company expensed approximately $222,000 related to shares issued, $550,000 related to options granted, and a performance bonus in the amount of $200,000 Of the expensed amount, approximately $257,473 was paid in cash, $195,000 related was related to the performance bonus and $57,473 for reimbursable company expenses.
Designcenters.com is owned by Jamie Rotman, who is the daughter of the Company’s CEO, Steven Rotman. Designcenters.com provides bookkeeping and management services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity. Per Design’s consulting agreement, it is to be paid approximately $7,100 per month to be paid in cash or shares, if shares it’s based on a 20-day average at a 50% discount to market, $10,000 quarterly bonus to be paid in shares using the same formula and 300,000 shares of common stock as a one-time signing bonus. During the year ended December 31, 2018, the Company expensed approximately $222,010. Of the expensed amount, approximately $35,400 was paid in cash.
Blue Oar Consulting, Inc. is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar provides business consulting services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity.
Per Blue Oar’s consulting agreement, it is to be paid approximately $15,000 per month in cash for expenses, $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market, an option to purchase 7,500,000 shares of common stock at par value as a signing bonus, and $175,000 as a bonus. During the year ended December 31, 2018, the Company expensed approximately $1,010,000. Of the expensed amount, approximately $212,500 was paid in cash.
3.
Well great this explains to all why they were late but are now paying a outside audit firm. Terrific MORE LOSSES being added to VYST's expense sheet..
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d - 15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that our receipts and expenditures are made in accordance with management authorization; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting, however well designed and operated, can provide only reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.
Management, under the supervision and with the participation of our Chief Executive Officer and our acting Chief Financial Officer, conducted an evaluation of our internal control over financial reporting as of December 31, 2018 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013. Based on our evaluation under the COSO framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2018. Such conclusion was reached based on the following material weaknesses noted by management:
a) We have a lack of segregation of duties due to the small size of the Company.
b) The Company did not maintain reasonable control over records underlying transactions necessary to permit preparation of the Company’s financial statements.
c) Lack of controls that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposal of the Company’s assets that could have a material effect on the financial statements.
d) Lack of a formal CFO position who can devote significant attention to financial reporting resulted in multiple audit adjustments.
e) Lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management believes the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future period.
Management expects to strengthen internal control during 2019 by developing stronger business and financial processes for accounting for transactions such as warrant/stock issuances, which will enhance internal control for the Company.
It’s something to look into as a investor that’s for sure and I highly doubt majority of the people really understand the complications of what can truly happen. Im unsure you know the complications that could arise seeing you think it’s better posting a meme that many more then likely don’t appreciate then focus on the real issues and impacts here. I’m sure there is a investor friendly approach to all of this but....
This 10-K turned out to be complete opposite of investor friendly. It was not only not investor friendly but the process was completely upscaled and ridiculed till uploaded this morning. I truly believe there is a chance the Rotmans want to do what’s best for the “company” so the Rotman legacy doesn’t die. They will do anything to make this work, however, on there terms as I’m sure Steve Rotman doesn’t want there family ran business in the dirt with VYST one day.
That being said it’s clearly and overwhelming convincing that they are not scared to take the absolute most conservative approach to this and continue to do so. They don’t want there companies to diminish trying to help there investors. If there was a conservative approach to helping both them and there investors I’m sure they would do it but I’m not to sure if I’m sold on the fact that they are willing to take that small chance to help them as a company and the investors as well to see where the wind takes them. I think not only me but any investor should be doing thorough due diligence on possibilities here and it’s hard to scope the realm of possibilities as I’m sure we all won’t know the exact path until the agreement is released.