Vystar Plans Dividend Spin Off of RXAIR and Related Brands Following R3alm, Inc. Transaction

Vystar Announces Strategic Direction for Vytex, FEC, and RXAIR

BOSTON, MA, April 27, 2026 (GLOBE NEWSWIRE) -- Vystar Corporation (OTCQB: VYST) is focusing the majority of its resources on R3alm.com, which, is building a digital Wall Street for everyone. R3alm converts real-world assets; companies, real estate, funds, collectibles and private investments into digital ownership interests (“tokens”) that can be issued, tracked, and traded on a single compliant platform. Instead of fragmented systems, paperwork, and costly intermediaries, R3alm creates a unified framework where ownership, custody, verification, and transactions are recorded seamlessly and with full auditability.

In addition to its investment in R3alm, Vystar owns and operates established businesses, including Fluid Energy Conversion (FEC), RXAIR, and Vytex, and is focused on driving growth, enhancing operational performance, and maximizing the long-term value of these brands and their respective product lines. Vystar’s Board of Directors has approved pursuing a tax-free spin-off of its RXAIR air purification business into a separate, independent, publicly traded company. In connection with this initiative, Vystar is actively exploring strategic partnerships, with multiple entities, including potential mergers with complementary industry participants, to strengthen the new entity.

The proposed structure is expected to leverage approximately $10 million in tax loss carryforwards associated with the RXAIR business. Vystar believes this approach represents the optimal path to unlock value for RXAIR and may serve as a strategic framework for its other wholly owned brands.

Vystar plans to proceed with the RXAIR spin-off through the following steps:

Formation of RXAIR, Inc. — Establish a publicly traded subsidiary encompassing the RX400, RX800, and RX3000 product lines, along with related intellectual property, tooling, websites, and associated assets. In addition, Vystar will include the RX300 a smaller version of the RX400 with new FEC technology included as well as Hepa. The new entity will focus on growth opportunities across residential, healthcare, and commercial markets.
Strategic Partner Engagement — Enter into an agreement with a third-party operator to acquire a minimum 51% controlling interest in RxAir, Inc., provide capital investment (including production, tooling, and inventory), and manage ongoing operations.
Share Distribution — Distribute shares of RxAir, Inc. to Vystar shareholders as a pro rata, tax-free dividend, based on a designated record date.
Retained Interest — Vystar will retain a 9.99% ownership stake in RxAir, Inc.
Parent Company Structure — Vystar Corporation will retain its name and continue to hold its remaining assets and business operations.

Vystar is actively evaluating strategic proposals as part of its fiduciary responsibility to maximize shareholder value across RXAIR, Vytex, and its other brand assets.

“We believe this strategic initiative has the potential to enhance shareholder value and broaden investor interest,” said Jamie Rotman, Chief Executive Officer of Vystar. “The planned separation is intended to position RXAIR for long-term growth, supported by anticipated investment from a controlling partner in areas such as tooling, inventory, production scale-up, and marketing, as well as the potential to leverage established sales and distribution networks.”

Vystar’s Board believes the spin-off will have multiple positive effects:

Valuation – Vystar anticipates the new entity will have a much larger market capitalization based on the amount of capital Vystar expects the controlling entity would put into RXAIR. Vystar shareholders would receive 39.1% of the shares and Vystar would retain 9.99% of the shares.
The Dividend — Vystar expects the planned dividend distribution to provide multiple potential benefits to shareholders. Under standard market practice, shareholders must own shares prior to the ex-dividend date to be eligible to receive the dividend, as trades must be settled before that date. Vystar anticipates the ex-dividend date expected to occur approximately 60 days following such announcement.

Among other things, the spin-off will be subject to finalization of the entity structure of the spun-off business, assurance that the separation will be tax-free to Vystar’s shareholders for U.S. federal income tax purposes, executing an agreement between Vystar and a third party purchasing controlling interest, finalization of RxAir’s capital structure, the effectiveness of appropriate filings with the Securities and Exchange Commission, final approval of transaction terms from the Vystar Board of Directors, and other customary conditions. The spin-off will not require a vote by Vystar shareholders. The transaction is being targeted for completion by the end of October 2026, but there can be no assurance regarding the timeframe for completing the spin-off, the allocation of assets and liabilities between Vystar and the party purchasing the controlling interest, or that the spin-off will be completed at all.

Vystar’s Board will also evaluating a potential corporate name change to better align with its strategic direction and reflect its evolving focus moving forward.

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About Vystar Corporation
Vystar Corporation is focused on identifying and advancing strategic opportunities that can enhance shareholder value and expand the Company’s participation in high-potential innovation markets. Through this proposed transaction with R3alm, Vystar is seeking to establish a meaningful position in the evolution of digital finance, tokenized assets, intelligent trust systems and modern capital markets infrastructure.

About R3alm
R3alm is building a compliance-focused AI and Web3 ecosystem designed to connect capital formation, tokenized assets, investor access, digital finance infrastructure, trust systems and intelligent automation. Its broader platform vision is intended to support both enterprise and consumer participation in the next generation of financial markets.

Vytex - Allergy Free Natural Rubber Latex – The Company owns the formulations and intellectual property that creates what Vystar believes to be the highest quality products as against any competitor’s products in many cases at better pricing. By way of example, Vystar can manufacture allergy and ammonia free natural latex products ranging from foam utilized in pillows, mattresses and toppers, to gloves, condoms and other products. The Company believes its FDA approved products are unrivaled in the industry. Vystar fortunately has a large combined inventory of thousands of pillows and mattress toppers warehoused in the United States.

RXAIR – Vystar owns the patents and has achieved FDA approval, as well as EPA, CARB and other air purification certifications. We have built a line of products for the home and medical facilities. The product lines range from a personal $500 unit to an industrial $6,000 unit for hospitals or similarly situated medical services. Vystar has sold more than 20,000 residential and 400 hospital units. Vystar sells replacement cartridges. Each cartridge lasts about 1 year and this should yield a very lucrative revenue stream.

In addition, Vystar has invested $500,000 in manufacturing and high-speed tooling for the units. These units are built to eliminate germs, viruses and bacteria. Vystar maintains a stockpile of more than a thousand units and replacement cartridges. Also important, Vystar is under a medical device exemption from the recent tariffs.

FEC - The Hughes Reactor changes flow of liquid or gas into sound waves. The sound can be brought to powerful levels using a mechanism that has no moving parts. This allows the reactor the ability to harness the energy into various uses. The uses for this patented technology include: Flow Meter, hard water abatement, air purification, multiple dialysis applications and combustion enhancements for natural gas, biofuels, gasoline. This energy is powerful, clean, and controllable. It can be used to measure flow, to push forward chemical reactions such as combustion, or to mix chemicals together thoroughly and instantly. All of this technology is protected by Vystar’s intellectual property.

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, 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.

This press release contains forward-looking statements within the meaning of applicable securities laws. Such statements include, but are not limited to, statements regarding the proposed transaction with R3alm, Inc. and RXAIR, anticipated strategic benefits, the development of the R3alm ecosystem, the proposed R3EQ equity token, future product and platform capabilities, capital markets opportunities, market adoption, regulatory positioning and expected long-term value creation. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Vystar undertakes no obligation to update any forward-looking statements except as required by law.

Important Information
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, tokens or investment products in any jurisdiction. Any such offering, if made, will be made only pursuant to definitive offering materials and in compliance with applicable law.

Investor / Media Contact
Vystar Corporation
Investor Relations: https://vystarcorp.com/investor-relations
Company websites: https://r3alm.com
Media & Investors: Jamie Rotman - jrotman@vytex.com
Partnerships 1+(508)791-9114

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