Vystar® Reports, Following its First of its Kind Court Victory against EMA Financial, Inc. of $497,439.58 in Legal Fees and Costs Awarded.
“Work was strategic, methodical, nothing short of a full-fledged fight for Vystar in this David versus Goliath battle.”
What a great Christmas present!
Worcester, MA, Dec. 22, 2025 (GLOBE NEWSWIRE) — Vystar® Corporation (OTCQB: VYST) Vystar® is proud to report; Following its first of its kind court victory on behalf of Vystar Corp. (“Vystar”) against EMA Financial, Inc. (“EMA”), successfully having moving after four years of litigation to have dismissed EMA’s complaint against Vystar seeking damages “in excess of $4,226,187”. Vystar’s attorney, The Law Offices of Barry M. Bordetsky not only prevailed in defeating EMA’s appeal before the U.S. Court of Appeals for the Second Circuit—which sought to reinstate EMA’s breach-of-contract claim—but today secured $497,439.58 in legal fees and costs for Vystar.
Vystar wishes to take a moment to thank all of those involved in the work associated with this litigation. No issuer had previously succeeded in fighting back against EMA Financials’ breach of contract claims on these convertible notes.
Leading this charge for Vystar was its litigation counsel, Barry Bordetsky of The Law Offices of Barry M. Bordetsky. Barry’s work was strategic, methodical, nothing short of a full-fledged fight for Vystar in this David versus Goliath battle. It’s rare to find a litigator so dedicated and talented that is willing to work with a small company, going above and beyond what was required in the fight for Vystar. Without such counsel protecting Vystar, the company very well may have fallen into similar circumstances of other micro-cap issuers sued by EMA Financial – – having judgments issued against them.
We would also like to thank Michael A. Refolo, of Mirick, O’Connell, DeMallie & Lougee, LLP, Vystar’s corporate counsel, and our accountants Janet M. Wornham and Margaret Proulx, CPA’s at Greenberg, Rosenblatt, Kull & Bitsoli, P.C.. for their hard work and efforts. In addition, we are grateful to Daniel R Roche of Marcum LLP who did much of the analysis work needed.
For additional information regarding the case or the court’s decision, please contact Barry M. Bordetsky at barry@bordetskylaw.com or (212) 688-0008.
About Vystar Corporation:
Based in Worcester, Mass., Vystar® Corp. (OTCQB: VYST) is the owner of 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.
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, 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.
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Contacts:
Vystar
Media & Investors: Jamie Rotman, jrotman@vytex.com
Media, Investors or To Partner with Vystar, Company Phone Number: (508) 791-9114
For additional information regarding the case or the court’s decision, please contact Barry M. Bordetsky at barry@bordetskylaw.com or (212) 688-0008.
FILING IN 10K
(NOTE: In the filing it refers to “over-converted the note by 36,575,555 shares.” If that was pre-reverse split, it would indicate 3,657,555 shares)
| ITEM 3. | LEGAL PROCEEDINGS |
EMA Financial
On February 19, 2019, EMA Financial, Inc. filed a lawsuit in the Southern District of New York against the Company. The lawsuit alleged various breaches of an underlying convertible promissory note and stock purchase agreement and sought four claims for relief: (i) specific performance to enforce a stock conversion and contractual obligations; (ii) breach of contract; (iii) permanent injunction to enforce the stock conversion and contractual obligations; and (iv) legal fees and costs of the litigation. The complaint was filed with a motion seeking: (i) a preliminary injunction seeking an immediate resolution of the case through the stock conversion; (ii) a consolidation of the trial with the preliminary injunctive hearing; and (iii) summary judgment on the first and third claims for relief.
The Company filed an opposition to the motion and upon oral argument the motion for injunctive relief was denied. The Court issued a decision permitting a motion for summary judgment to proceed and permitted the Company the opportunity to supplement its opposition papers together with the plaintiff who was also provided opportunity to submit reply papers. On April 5, 2019, the Company filed the opposition papers as well as a motion to dismiss the first and third causes of action in the complaint. On March 13, 2020, the Court granted the Company’s motion dismissing the first and third claims for relief and denied the motion for summary judgment as moot.
The Company subsequently filed an amended answer with counterclaims. The affirmative defenses if granted collectively preclude the relief sought. In addition, Vystar filed counterclaims asserting: (a) violation of 10(b)(5) of the Securities and Exchange Act; (b) violation of Section 15(a)(1) of the Exchange Act (failure to register as a broker-dealer); (c) pursuant to the Uniform Declaratory Judgment Act, 28 U.S.C. §§ 2201, the Company requests the Court to declare: (i) pursuant to Delaware law, the underlying agreements are unconscionable; (ii) the underlying agreements are unenforceable and/or portions are unenforceable, such as the liquidated damages sections; (iii) to the extent the agreement is enforceable, Vystar in good faith requests the Court to declare the legal fee provisions of the agreements be mutual (d) unjust enrichment; (e) breach of contract (in the alternative); and (f) attorneys’ fees.
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On June 10, 2020, EMA filed a motion for summary judgment as to its remaining claims for relief and a motion to dismiss the Company’s affirmative defenses and counterclaims. The Company opposed the motion on July 10, 2020, and the same was fully submitted to the Court on July 28, 2020. On March 29, 2021, the Court issued a decision granting in part and denying in part the motion. Specifically, the Court granted that part of the motion seeking summary judgment and dismissal on the Company’s affirmative defense and counterclaim regarding Sections 15(a)/29(b) of the Exchange Act. Two weeks later the Company filed a motion for reconsideration as to the dismissal portion of the order, or, for the alternative, a motion for certification for the right to file a petition to the Second Circuit Court of Appeals on the issue. The Court denied the motion for reconsideration and certification. Subsequently, fact discovery has been completed and on June 24, 2022 both parties submitted competing motions for summary judgment.
EMA seeks summary judgment on its breach of contract and attorneys’ fees claims, specifically seeking damages in the amount of $1,820,000 with 24% interest premised on the argument it was entitled to effectuate a January 15 and February 5, 2019, notices of conversions. EMA further seeks to dismiss Vystar’s affirmative defenses and counterclaims. Conversely, Vystar filed its motion for summary judgment seeking an order to dismiss the EMA complaint on the grounds: (i) the underlying note was satisfied on December 11, 2018; and (ii) EMA, through multiple breaches of the note, over-converted the note by 36,575,555 shares equating to a request of damages against EMA and in favor of Vystar for $4,802,000, with interest accruing at 24%, and attorneys’ fees. The briefing by the parties was fully submitted on July 29, 2022.
On January 6, 2023, the Court issued a series of preliminary rulings based upon the parties’ respective summary judgment motions. Those rulings narrowed the outstanding issues (and claims) to only the parties’ breach of contract claim and counterclaim (and affirmative defenses) regarding the conversion process. Of particular importance, the Court found EMA breached the note by failing to effectuate the conversions in the manner outlined by the controlling note. The Court further found the principal balance at issue was $80,000, interest accrued from the date set in the note and default interest, to the extent applicable, was to accrue at the default rate from September 2018, forward. The Court left undecided whether EMA’s breach of the note was material, whether affirmative defenses as previously raised by the parties were applicable to each parties’ contractual claim, and a damages analysis associated with the same. The Court then requested a supplemental briefing as to the issues of materiality, liability and damages. The issues were fully briefed and submitted on February 24 and March 15, 2023.
On October 27, 2023, the Court held oral argument on the issues addressed in the supplemental briefing. On November 27, 2023, the Court issued its order resolving the case in Vystar’s favor. The Court held while EMA breached the terms of the underlying promissory note by virtue of the manner of its conversions, such breach was not material. The Court thereafter held the balance of the note was paid in full by Vystar. Based upon the decision in favor of Vystar, the Court granted Vystar’s request for legal fees, and requested a briefing on the same. Vystar subsequently submitted a motion for legal and expert fees in the amount of approximately $638,000 supported by the relevant paperwork. The parties await the Court’s decision.
On December 24, 2023, EMA filed a motion for reconsideration, arguing the Court failed to properly read the underlying note that, in EMA’s belief, allowed it to effectuate the two post default conversions at issue in the case. After the matter was fully briefed by the parties, on May 16, 2024, the Court held oral argument. On the same date after argument the Court granted EMA the procedural right for reconsideration, and thereafter denied the substantive portion of its motion. The November 27, 2023, decision stands.
On December 27, 2023, EMA filed a notice of appeal with the United States Court of Appeals for the Second Circuit. The appeal targets each section of the prior decisions that fell against EMA. Vystar has until June 14, 2024, to file its notice of appeal with the same appellate court. The appeal, if filed, will target the relevant and material decisions issued by the Court against Vystar.
On June 13, 2024, Vystar has timely filed its notice of cross-appeal. EMA is required to file its submissions on September 20, 2024, and Vystar thereafter has sixty days to file its opposition and cross-appeal. Thereafter the parties will submit final submissions for the appellate court to consider.
On August 5, 2024, the District Court denied, without prejudice to renew, the motion for attorneys’ fees, ruling that such is premature based upon the pending appeal and cross-appeal.
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Both parties filed their final briefs in March 2025 with the Second Circuit Court of Appeals.
On July 17, 2025 the Second Court issued its decision, affirming the District Court’s decision. The result of this decision sends the case back to the District Court for a determination of legal fees to be awarded to Vystar.
On December 22, 2025, the District Court granted Vystar’s motion for attorneys’ fees and costs awarding Vystar $497,439.58. On January 21, 2026, EMA filed a Notice of Appeal to the Second Circuit seeking to reverse the District Court’s attorneys’ fee order. Vystar believes the District Court’s decision is based upon sound legal positions that support the factual conclusions
Disclaimer.
About Vystar Corporation:
Based in Worcester, Mass., Vystar® Corp. (OTCQB: VYST) is the owner of 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.
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, 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. Isola Ponza LLC (IPL), has been retained by the BOC inc., to design and manage a news dissemination website to aggregate news from all four VYST operating divisions for five thousand five hundred per month in a combination of stock and cash. Revelers Media, which is associated with IPL, is owned by Institutional Analyst Inc, publisher of ISR. These statements do not guarantee future performance and neither nor VYST has any specific intention to update these statements.. Please see report for additional disclosure and disclaimer details.
