[10-Q] WYTEC INTERNATIONAL INC Quarterly Earnings Report
Wytec International (WYTC)$2,359 from $88,034 a year earlier, and nine‑month revenue dropped to $24,149 from $128,146. The company posted a Q3 net loss of $523,445 and a nine‑month net loss of $1,786,420, driven mainly by selling, general and administrative expenses.
Wytec ended the quarter with $128,937 in cash and total assets of $201,945 against current liabilities of $3,864,710, resulting in a stockholders’ deficit of $3,662,765. Operating activities used $1,143,568 of cash over nine months, funded largely by new promissory and convertible notes.
The company discloses an accumulated deficit of $36,568,001 and approximately $2,400,000 of financing commitments over the next 12 months, stating that these factors raise substantial doubt about its ability to continue as a going concern. Management plans further capital raises through public or private offerings and debt financing to support its 5G small‑cell and in‑building wireless business.
- None.
- Going concern risk: Wytec reports an accumulated deficit of $36,568,001, a stockholders’ deficit of $3,662,765, limited cash of $128,937, and about $2,400,000 of financing commitments in the next 12 months, and explicitly states there is substantial doubt about its ability to continue as a going concern.
Insights
Wytec shows severe liquidity pressure, heavy leverage and a going concern warning.
Wytec International generated only
The balance sheet is highly stressed: cash was
Management explicitly states that recurring losses, negative operating cash flow of
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarter ended:
or
For the Transition Period from ___________ to____________
Commission File Number:
(Exact Name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (IRS Employer I.D. No.) |
(Address of principal executive offices and Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| OTCQB |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 18, 2025, there were
WYTEC INTERNATIONAL, INC.
FORM 10-Q
September 30, 2025
Table of Contents
| Page | ||
| PART I - FINANCIAL INFORMATION | ||
| ITEM 1. | FINANCIAL STATEMENTS | 3 |
| Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 | 3 | |
| Statements of Operations for the Three and Nine Months ended September 30, 2025 and September 30, 2024 (unaudited) | 4 | |
| Statements of Stockholders’ Deficit for the Three and Nine Months ended September 30, 2025 and September 30, 2024 (unaudited) | 5 | |
| Statements of Cash Flows for the Nine Months ended September 30, 2025 and September 30, 2024 (unaudited) | 7 | |
| Notes to Financial Statements (unaudited) | 8 | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 24 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 29 |
| ITEM 4. | CONTROLS AND PROCEDURES | 30 |
| PART II - OTHER INFORMATION | ||
| ITEM 1. | LEGAL PROCEEDINGS | 31 |
| ITEM 1A. | RISK FACTORS | 31 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 31 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 31 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 32 |
| ITEM 5. | OTHER INFORMATION | 32 |
| ITEM 6. | EXHIBITS | 32 |
| SIGNATURES | 34 | |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
WYTEC INTERNATIONAL, INC.
BALANCE SHEETS
(Unaudited)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Employee retention credit receivable | ||||||||
| Other current assets | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease, right-of-use assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable, related party | ||||||||
| Other payable | ||||||||
| Operating lease, right-of-use obligation, current portion | ||||||||
| Contract liability | ||||||||
| Promissory note, at fair value | ||||||||
| Convertible promissory notes | ||||||||
| Promissory notes, shareholders | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Operating lease, right-of-use obligation, long term portion | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (See Note L) | – | |||||||
| Stockholders' deficit: | ||||||||
| Preferred stock, par value $ | ||||||||
| Series A convertible preferred stock, par value $ | ||||||||
| Series B convertible preferred stock, par value $ | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Repurchased shares | ( | ) | ( | ) | ||||
| Subscriptions payable | ||||||||
| Treasury stock: | ||||||||
| Series A convertible preferred stock, at cost, | ( | ) | ( | ) | ||||
| Series B convertible preferred stock, at cost, | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
See accompanying notes to unaudited financial statements
| 3 |
WYTEC INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Expenses: | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Operating expenses, net | ||||||||||||||||
| Net operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense: | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Total other expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||||||||||
| Net loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See accompanying notes to unaudited financial statements
| 4 |
WYTEC INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
For the three and nine months ended September 30, 2025 and 2024
| Class A | Class B | Class C | ||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | |||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Conversion of note payable into common stock | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Issuance of stock owed | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2025 | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Conversion of note payable into common stock | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Issuance of stock owed | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2025 | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Conversion of note payable into common stock | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Issuance of stock owed | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Net loss for the three months ended September 30, 2025 | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Conversion of note payable into common stock | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Warrants exercised for cash | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Cashless warrant exercised | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Stock issued to existing holders | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Extension of warrants | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2024 | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Warrants exercised for cash | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2024 | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Conversion of series C shares for common shares | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||
| Conversion of note payable into common shares | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Issuance of stock owed | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Warrants exercised for cash | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Warrants issued as compensation | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Net loss for the three months ended September 30, 2024 | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
See accompanying notes to unaudited financial statements
| 5 |
WYTEC INTERNATIONAL, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
(Continued)
| Class A Preferred | Class B Preferred | Additional | Total Stockholders' | |||||||||||||||||||||||||||||||||
| Treasury Stock | Treasury Stock | Paid-in | Repurchased | Subscriptions | Accumulated | Equity | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Payable | Deficit | (Deficit) | ||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Conversion of note payable into common stock | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Issuance of stock owed | – | – | – | – | – | ( | ) | – | – | |||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2025 | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Conversion of note payable into common stock | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Issuance of stock owed | – | – | – | – | – | ( | ) | – | – | |||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2025 | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Conversion of note payable into common stock | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Issuance of stock owed | – | – | – | – | – | ( | ) | – | – | |||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Net loss for the three months ended September 30, 2025 | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance, January 1, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Conversion of note payable into common stock | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Warrants exercised for cash | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Cashless warrant exercised | – | – | – | – | ( | ) | – | – | – | – | ||||||||||||||||||||||||||
| Stock issued to existing holders | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Extension of warrants | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2024 | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Warrants exercised for cash | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2024 | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Conversion of series C shares for common shares | – | – | – | – | ( | ) | – | – | – | – | ||||||||||||||||||||||||||
| Conversion of note payable into common shares | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Stock to be issued for board member compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Issuance of stock owed | – | – | – | – | – | ( | ) | – | – | |||||||||||||||||||||||||||
| Warrants exercised for cash | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Warrants issued as compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Net loss for the three months ended September 30, 2024 | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See accompanying notes to unaudited financial statements
| 6 |
WYTEC INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months | ||||||||
| Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock based compensation | ||||||||
| Non-cash lease expense | ||||||||
| FVO adjustment for debt discount and debt issuance costs | ||||||||
| Decrease (increase) in operating assets | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ||||||||
| Employee retention credit receivable | ||||||||
| Other current assets | ( | ) | ( | ) | ||||
| Increase (decrease) in operating liabilities | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable, related party | ( | ) | ||||||
| Contract liability | ( | ) | ( | ) | ||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from promissory notes, shareholders | ||||||||
| Proceeds from issuance of convertible promissory notes | ||||||||
| Proceeds from promissory note, at fair value | ||||||||
| Payment of debt issuance costs on promissory note, at fair value | ( | ) | ||||||
| Payments on promissory notes, shareholders | ( | ) | ||||||
| Payments on notes payable | ( | ) | ||||||
| Proceeds from exercise of warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash - beginning of period | ||||||||
| Cash - end of period | $ | $ | ||||||
| Supplemental disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Conversion of accrued interest and note payable into common stock | $ | $ | ||||||
| ROU assets and operating lease obligations recognized | $ | $ | ||||||
See accompanying notes to unaudited financial statements
| 7 |
WYTEC INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2025, as amended on July 14, 2025. The results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ended December 31, 2025. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
Description of Business: Wytec International, Inc. (“Wytec,” “we,” “our,” “us,” or the “Company”), a Nevada corporation, is a designer and developer of patented small cell technology, which we call the “LPN-16,” and wide area networks designed to support 5G network deployments across the United States. Wytec offers in-building cellular (known as a distributed antenna system, “DAS”) and private Long-term Evolution (“private LTE”) solutions utilizing multiple vendors through Synnex Corporation, a leading distributor and solutions aggregator hosting more than 22,000 technology vendors. Concurrently, Wytec plans to commercialize a multichannel transmission product that integrates in-building cellular, private LTE, and gunshot detection services with its LPN-16 in 2026. Wytec was previously involved in the sale of wired and wireless services, including products, wireless data cards, back-office platform and rate plans to commercial and enterprise clients and was also engaged in the sale of Federal Communications Commission (“FCC”) registered links (“Links”) participating in the 70 and 80 gigahertz licensed frequency program (the “Program”). The Program allowed qualified individuals to own a segment of the “backhaul” infrastructure of Wytec’s city-wide business deployment.
Basis of Accounting: The accompanying financial statements have been prepared by the Company’s management in accordance with U.S. GAAP and applied on a consistent basis.
Revenue Recognition. Revenue is recognized by applying the following five steps: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation.
The Company earns revenues from contracts with customers for sales and installation of cellular enhancement equipment and support agreements. Revenue from the sale and installation of cellular enhancement equipment is recognized either when the installation is completed or as the Company installs the cellular enhancement equipment, depending on the complexity of the system, such as the degree of customization of the equipment being installed, and the agreement with the customer. Revenue from the installation of systems, which management believes have an alternative use, is recognized upon customer acceptance. This assessment, at contract inception, is based on the combination of equipment ordered, the services performed and whether or not material effort, within the context of the contract, would be required to rework the equipment for another project. For example, such contracts are usually completed within 30-45 days. In larger more complex projects where the Company is creating an asset for the customer with no alternative use and has an enforceable right to payment for performance prior to contract completion, we recognize revenue utilizing the percentage of completion method. This method measures completion based on management’s estimate of total costs to complete each contract because management considers total costs to be the best available measure of progress on the contract. During the three and nine months ended September 30, 2025 and 2024, all sales and installation revenue were recognized when the installation was completed.
| 8 |
Support agreements entered into with customers are generally for a period of one year, during which the Company stands ready to provide service and support for installed systems at the customer site. Support agreement amounts are billed in advance to the customer, as agreed in the contract, and recorded as a contract liability. During the period, the Company provides unspecified firmware upgrades to installed client equipment as they are available. Management estimates that straight line recognition of revenue over the period of the support agreement contract is representative of the pattern of delivery on the Company’s obligation under these agreements.
The Company has applied the practical expedient that permits the Company to recognize revenue without regard to significant financing components based on the Company’s expectations about the transfer of services and the receipt of payment from customers. The effect of this practical expedient is not material to the Company’s financial statements.
Sales tax is recorded on a net basis and excluded from revenue.
Inventory: Inventory is stated at the lower of cost or selling price less costs to complete and sell. Specific identification is used to track inventory and record cost of goods sold when the inventory is sold.
Operating Leases Right-of-use Assets and Operating Lease Obligations: If we determine that an arrangement is or contains a lease, we recognize a right-of-use (“ROU”) asset and lease obligation at the commencement date of the lease. ROU assets represent our right to use an underlying asset for the lease term and lease obligations represent our lease payments arising from the lease. Operating lease ROU assets and obligations are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Stock Based Compensation and Warrant Awards: The Company measures stock-based compensation expense for stock awards at the grant date, based on the fair value-based measurement of the award, and the expense is recorded over the related service period, generally the vesting period, net of estimated forfeitures. The Company calculates the fair value-based measurement of warrants using the Black-Scholes valuation model and the simplified method and recognizes expense using the straight-line attribution approach.
Estimating the fair value of share-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the warrants and stock price volatility. The Company previously engaged valuation specialists to assist with determining the fair value of our common stock prior to being listed on the OTCQB market. The Company provided the specialist with judgmental inputs and assumptions such as cash flow projections and future results of operations to the specialist.
After being listed for trading on the OTCBQ market on July 30, 2024, the Company used the fair value of its common stock based on the OTCQB market trading value. The expected term of the warrants is estimated using the contractual life as the Company has no historical information from which to develop reasonable expectations about future exercise patterns. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of warrants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option. The expected dividend yield is 0% because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock.
Recently Issued Accounting Standards: We have reviewed the standards issued by the Financial Accounting Standards Board (“FASB”) through September 30, 2025 and which are not yet effective. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncement will have a material impact on its financial statements.
On December 14, 2023, FASB issued ASU 2023-09: Improvement to Income Tax Disclosures (Topic 740). The new standard was issued with the intent of expanding income tax expense presentation and note disclosure requirements. The Company will adopt ASU 2023-09 in its fourth quarter of 2025 using a prospective transition method.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires public business entities to disclose disaggregated information about certain income statement expenses—including categories such as employee compensation, intangible asset amortization and depreciation, and selling expense—in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impacts of this standard on our disclosures and is not planning to early adopt.
| 9 |
NOTE B – GOING CONCERN
Our financial statements are prepared using
accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the
realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from
operations, have an accumulated deficit of $
In addition, the Company expects to have ongoing requirements for capital investment to implement its business plan. Finally, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which it operates.
Since inception, operations have primarily been funded through private placements of equity and convertible debt. Management expects to continue to seek additional funding through private or public sources and will seek debt financing. The Company’s ability to continue as a going concern is ultimately dependent on its ability to generate sufficient cash from operations to meet cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance that the Company will be successful in these efforts. These factors, among others, indicate substantial doubt that the Company will be able to continue as a going concern for a period of one year from the filing of these financial statements. Management plans to raise additional funding through a capital raise associated with a public offering and/or additional private capital raises.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should it be unable to continue as a going concern.
As of September 30, 2025, our cash balance was $
NOTE C – REVENUE AND ACCOUNTS RECEIVABLE
The Company recognizes revenue in accordance with its accounting policy described in NOTE A – SIGNIFICANT ACCOUNTING POLICIES. The Company invoices customers and recognizes accounts receivable in an amount it expects to receive from the customer. The Company has contracted payment terms with its customer of net 30 days. The Company recognized revenue from performance obligations satisfied as of a point in time and over time as disaggregated in the table below.
Timing of Revenue Recognition
| Schedule of timing of revenue recognition | ||||||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Point in Time | $ | $ | $ | $ | ||||||||||||
| Over Time | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 10 |
The Company earns revenues from in-building cellular
systems and network services. Revenues from the sale and installation of in-building cellular systems, including fixed wireless, SmartDAS,
and 4G LTE, totaled $-
Revenues from network and other services totaled $
The Company’s contracts for support services
are typically for terms of one year or less. The aggregate amount of contract performance obligation as of September 30, 2025 that the
Company expects to recognize over the next year is $-
The Company is under no obligation and is not in the practice of providing customers with returns, rebates, discounts, or refunds. The Company, accordingly, does not recognize these obligations at the time of revenue recognition. The Company may receive future consideration from customers who enter into support agreements. Those services are delivered as of a point in time when the customer requests the service. Future consideration as described is excluded from the transaction price calculated for support agreement performance obligations.
NOTE D – PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
| Schedule of property and equipment | ||||||||
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Telecommunication equipment and computers | $ | $ | ||||||
| Vehicle | ||||||||
| Office furniture and fixtures | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation expense for the three months ended September
30, 2025 and 2024 was $
| 11 |
NOTE E – DEBT
The Company’s debt consists of the following:
| Schedule of debt | ||||||||
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Unsecured promissory note payable to a director of the Company, at 7% per annum, due in February 2026 | $ | $ | ||||||
| Unsecured promissory note payable to the president of the Company, at 5% per annum, due in April 2025, paid in full in April 2025. | ||||||||
| Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2025 | ||||||||
| Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2025 | ||||||||
| Unsecured convertible promissory note payable to a shareholder, at 9.5% per annum, due on December 31, 2025 | ||||||||
| Unsecured promissory note payable to the president of the Company, at 7% prior to April 1, 2025 and 7.5% per annum thereafter, due on March 31, 2026 | ||||||||
| Unsecured promissory note payable to the president of the Company, at 7% per annum, due in April 2026 | ||||||||
| Unsecured promissory note payable to the president of the Company, at 7% per annum, due in December 2025 | ||||||||
| Secured convertible promissory notes payable to various investors, at 0% per annum, due on November 30, 2025 | ||||||||
| Secured convertible promissory notes payable to various investors, at 0% per annum, due on March 31, 2026 | ||||||||
| Unsecured promissory notes payable to the president of the Company, at 7% per annum, due in January 2026 | ||||||||
| Unsecured promissory note payable to the president of the Company, at 7% per annum, due in April 2026 | ||||||||
| Unsecured promissory note payable to the president of the Company, at 7% per annum, due in June 2026 | ||||||||
| Unsecured promissory notes payable to the president of the Company, at 7% per annum, due in July 2026 | ||||||||
| Unsecured promissory notes payable to the president of the Company, at 7% per annum, due in August 2026 | ||||||||
| Unsecured promissory notes payable to the president of the Company, at 7% per annum, due in September 2026 | ||||||||
| Unsecured promissory note payable to a lending company measured under the fair value option, due in installments through June 2026 | ||||||||
| Total | $ | $ | ||||||
| 12 |
In February 2020, we issued a note in the amount of
$
In October 2021, the president of the Company loaned
the Company $
In January 2023, the president of the Company loaned
the Company $
In February 2023, we commenced an offering of up to
$25,000,000 of 9.5% secured convertible promissory notes (“2023 Notes”) pursuant to a private placement in accordance with
Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The 2023 Notes together with
all accrued and unpaid interest will be payable on or before December 31, 2024 and will be secured by a perfected recorded first priority
security interest in the Company’s LPN-16 patent. If the Company’s common stock is listed on the NASDAQ Capital Markets on
or before the maturity date, the outstanding 2023 Notes will automatically be converted into shares of the Company’s common stock
at a rate equal to the price per share in the public offering. If the 2023 Notes have not otherwise been automatically converted into
shares of the Company’s common stock, these noteholders will have the option, on or before the maturity date, to convert all or
a portion of their outstanding 2023 Notes into shares of the Company’s common stock at a rate equal to $5.00 per share and, immediately
upon the conversion, the converting noteholders will be issued a number of new warrants from the Company equal to the dollar amount of
the conversion divided by $5.00 (the “2023 Warrants”). The 2023 Warrants will be exercisable until December 31, 2024 at an
exercise price equal to the greater of (i) five dollars ($5.00) or (ii) eighty-five percent (85%) of the 10-day moving average of the
Company’s public trading price if the Company’s securities are trading on a public securities trading market. As of September
30, 2025, the Company had issued a total of $
In July 2024, we commenced an offering of up to $10,000,000
of 9.5% secured convertible promissory notes (“2024 Notes”) pursuant to a private placement in accordance with Rule 506(c)
of Regulation D of the Securities Act. The 2024 Notes together with all accrued and unpaid interest will be payable on or before December
31, 2025 and will be secured by a perfected recorded subordinate security interest in the Company’s LP-16 patent. If the Company’s
common stock is listed on the NASDAQ Capital Markets on or before the maturity date, the outstanding 2024 Notes will automatically be
converted into shares of the Company’s common stock at a rate equal to the price per share in a public offering or, in the event
of a direct listing of the Company’s common stock, the reference price on the closing date of the listing. If the 2024 Notes have
not otherwise been automatically converted into shares of the Company’s common stock, these noteholders will have the option, on
or before the maturity date, to convert all or a portion of their outstanding 2024 Notes into shares of the Company’s common stock
at a rate equal to $5.00 per share and, immediately upon the conversion, the converting noteholders will be issued a number of new warrants
from the Company equal to the dollar amount of the conversion divided by $5.00 (“2024 Warrants”). The 2024 Warrants will be
exercisable until December 31, 2025 at an exercise price equal to the greater of (i) five dollars ($5.00) or (ii) eighty-five percent
(85%) of the 10-day moving average of the Company’s public trading price if the Company’s securities are trading on the NASDAQ
Capital Markets. As of September 30, 2025, the Company has issued a total of $
| 13 |
In October 2024, the president of the Company loaned
the Company $
In December 2024, we amended an unsecured promissory
note issued to one investor in the amount of $
In December 2024, the president of the Company loaned
the Company $
In January 2025, the president
of the Company loaned the Company $
In February 2025, we commenced an offering of up to
$1,000,000 of convertible promissory notes (“2025 Notes”) pursuant to a private placement in accordance with Rule 506(b) of
Regulation D of the Securities Act (the “2025 Note Offering”). The 2025 Notes were initially due and payable on or before
May 31, 2025, unless extended by the Company for six months up to two times. The Company has exercised one extension extending the maturity
date of the 2025 Notes to November 30, 2025. The 2025 Notes will automatically be converted into shares of the Company’s common
stock at a price per share of $1.00 if on any trading day following the issuance of the 2025 Notes the Company’s common stock (i)
trades an average daily trading volume of 50,000 or greater and (ii) achieves an intraday or closing price of $5.00 (together, the “Trading
Thresholds”). Upon the automatic conversion of the 2025 Notes, the Company will, no later than 30 days from the date of such conversion
following satisfaction of the Trading Thresholds, file with the Securities and Exchange Commission a registration on Form S-1 (or such
other form as may be available) to register the shares underlying all outstanding 2025 Notes; provided, however, that if such registration
statement is due at a time in which the Company cannot file such registration statement because the Company has stale financial statements,
then the Company shall file such registration statement by not later than ten days following the date on which the filing of such financial
statements are due. If the 2025 Notes have not otherwise been automatically converted into shares of the Company’s common stock,
these noteholders will have the option, on or before the maturity date, to convert all or a portion of their outstanding 2025 Notes into
shares of the Company’s common stock at a rate equal to $1.00 per share and, immediately upon the conversion, the converting noteholders
will be issued a number of new warrants from the Company equal to the dollar amount of the conversion divided by $1.00 (the “2025
Warrants”). The 2025 Warrants will be exercisable until December 31, 2025 at an exercise price equal to the greater of (i) one dollar
($1.00) or (ii) eighty-five percent (85%) of the 10-day moving average of the Company’s public trading price as quoted on the OTC
Markets or equivalent or higher public securities trading market on which the Company’s common stock is then traded with the highest
volume. As of September 30, 2025, the Company has issued a total of $
| 14 |
In April 2025, the president of the Company loaned
the Company $
In June 2025, the president of the Company loaned
the Company $
In July 2025, the president
of the Company loaned the Company $
In August 2025, the president
of the Company loaned the Company $
| 15 |
In September 2025, the president of the Company loaned
the Company $
In September 2025, the Company sold an unsecured
promissory note with an original face value of $
NOTE F – REPURCHASE AGREEMENT
In April 2020, we entered into a Repurchase and General
Release Agreement with one shareholder pursuant to which we promised to pay the amount of $200,000 due on December 31, 2020 in exchange
for 40,000 shares of common stock and 40,000 shares of Series B Preferred Stock (which shares automatically converted into 40,000 shares
of common stock in April 2022). The agreement stated that the Company was to make $10,000 monthly installments with the balance payable
on the maturity date. The agreement contains a feature that allows the Company to extend the maturity date of the amount payable to March
31, 2021 in the Company’s sole discretion, and if the Company exercises this option, the $10,000 monthly installments will continue
until the extended maturity date on which date the remaining balance will be due. During the quarter ended December 31, 2020, the Company
extended the maturity date under the terms of the agreement to March 2021. The Company made payments in the amount of $
NOTE G – LEASES
Short Term Leases
The Company leased its office space on a month to
month basis until February 29, 2024. There was
Operating Leases
The Company leases its office space pursuant to a
two-year commercial lease amendment which commenced on March 1, 2024. For the three month periods ended September 30, 2025 and 2024, operating
lease expense totaled $
The remaining weighted average lease term is
Future minimum lease payments as of September 30, 2025 are as follows:
| Schedule of future minimum lease payments | ||||
| 2026 | $ | |||
| Total minimum lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of minimum lease payment | ||||
| Less: current portion of lease obligation | ||||
| Long-term lease obligation | $ | |||
| 16 |
NOTE H – WARRANTS
The Company
has common stock purchase warrants outstanding at September 30, 2025 to purchase
To calculate the fair value of stock warrants at the date of grant, we use the Black-Scholes option pricing model. The volatility used is based on historical volatilities of selected peer group companies. Management estimated the fair value of the underlying common stock by utilizing the discounted cash flow method and the prior transaction method approaches and determined a fair value of $5.00 before July 30, 2024 and at trading value after being listed on July 30, 2024. Management estimates the average volatility considering current and future expected market conditions. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Each issuance is individually valued according to this procedure as of the date of issue with maturity dates through October 11, 2026, volatility estimates between 27.27% to 186.12% and risk-free rates 3.99% to 5.54% in the period.
In January 2024, the Company extended the expiration
date of 2,000,000 common stock purchase warrants owned by the president of the Company, to December 31, 2025. Due to the modification
of the warrants, the difference between the fair value of the modified warrants and the fair value of the warrants immediately before
the modification was recorded as a warrant expense, which was only applicable to service warrants. The total incremental increase in the
warrants was $
During the first quarter of 2024, the Company issued
In January 2024, the Company issued a total of
In January 2024, the Company issued a total of
In January 2024, the Company issued a total of
| 17 |
In January 2024, the Company issued a total of
In January 2024, the Company extended the expiration date of 85,784 common stock purchase warrants owned by Mr. Stuart and 71,233 common stock purchase warrants owned by ERI from January 31, 2024 to December 31, 2024.
In May 2024, the Company issued
In May 2024, the Company made an offer to existing
warrant holders who obtained their warrants upon the conversion of their 9.5% convertible promissory notes pursuant to which such warrant
holders who agreed, on or before May 31, 2024, to exercise at least 50% of their warrants on or before June 30, 2024 would receive (i)
an extension of the expiration date of the balance of such warrants to December 31, 2025; (ii) removal of the following language related
to the exercise price of the warrants “provided, that ten (10) days after the common stock of the Company commences trading on a
public securities trading market, the amount per Share shall thereafter be the greater of (i) $5.00 or (ii) 85% of the average closing
price of the Company’s common stock, as quoted on the public securities trading market on which the Company’s common stock
is then traded with the highest volume, for ten (10) consecutive trading days immediately prior to the date of exercise;” and (iii)
payment of the legal expense to remove the 144 legend, after the applicable holding period, for both the shares issuable upon the exercise
of such warrants and the shares issued upon the conversion of their 9.5% convertible promissory notes. Pursuant to this offer, in May
2024, the Company issued a total of
In July 2024, the Company issued
In July 2024, the Company issued
In August 2024, the Company issued a total of
In December 2024, the Company extended the expiration date of 123,924 common stock purchase warrants owned by Mr. Stuart from December 31, 2024 to December 31, 2025 in consideration for allowing the Company to extend the maturity date of the $625,000 Note, as amended, by nine additional six month periods instead of seven additional six month periods.
In March 2025, the Company issued a total of
| 18 |
In April 2025, the Company issued a total of
In June 2025, the Company issued a total of
In September 2025, the Company issued a total of
The following is a summary of activity and outstanding common stock warrants:
| Schedule of warrant activity | ||||
| # of Warrants | ||||
| Balance, December 31, 2024 | ||||
| Warrants granted | ||||
| Warrants exercised | ||||
| Warrants expired | ||||
| Balance, September 30, 2025 | ||||
| Exercisable, September 30, 2025 | ||||
As of September 30, 2025, the outstanding and exercisable
warrants have a weighted average remaining term of
NOTE I – STOCKHOLDERS’ EQUITY
In January 2024, the Company issued a total of
In January 2024, the Company issued a total of
In January 2024, the Company issued a total of
In January 2024, the Company issued a total of
| 19 |
In May 2024, the Company issued
In May 2024, in conjunction with the Company’s
offer to existing warrant holders described in Note H, the Company issued a total of
In July 2024, the Company issued
In August 2024, the Company issued
In August 2024, the Company issued a total of
During November 2024, the Company issued a total of 1,200 shares of common stock to one vendor for services rendered for total stock compensation recorded of $3,360.
During the year ended December 31, 2024, the Company
issued a total of
In March 2025, the Company issued a total of
In April 2025, the Company issued a total of
In June 2025, the Company issued a total of
In September 2025, the Company issued a total of
During the nine months ended September 30, 2025, the
Company recorded total stock compensation of $
| 20 |
NOTE J – RELATED PARTY TRANSACTIONS
In January 2022, the Company issued
In January 2024, a total
of
In May 2024, ERI exercised
During 2025, ERI purchased
a total of $
In February 2020, Mr. Christopher Stuart, a director of the Company, purchased the $625,000 Note and 62,500 warrants described in Note E pursuant to a prior private placement made by the Company. The expiration date of the warrants was extended to January 31, 2024, and in January 2024, these warrants were exercised on a cashless basis for a total of 34,623 shares. The accrued interest on the 7% promissory note was credited to ERI and converted into units every six months at the conversion rate of $5.00 per unit, each unit consisting of one share of common stock and one common stock purchase warrant, pursuant to the Company’s prior private placement of units or a total of 13,125 units through August 31, 2021. In December 2021, ERI exercised 8,750 of these common stock purchase warrants at an exercise price of $5.00 per share or a total $43,750 for 8,750 shares of the Company’s common stock. The expiration date of the remaining 4,375 common stock purchase warrants was extended to January 31, 2024, and in January 2024 ERI exercised these warrants on a cashless basis for a total of 2,424 shares. The note, as amended, contains a feature that allows the Company to extend the maturity date up to six months up to nine times, in the Company’s sole discretion. The Company has exercised all nine extensions extending the maturity date of the note to February 13, 2026.
In January 2024, Mr. Stuart exercised
In December 2024, the Company extended the expiration date of a total of 123,924 warrants owned by Mr. Stuart from December 31, 2024 to December 31, 2025 in consideration for allowing the Company to extend the maturity date of the $625,000 Note, as amended, by nine additional six month periods instead of seven additional six month periods.
During 2024, Mr. Stuart purchased a total of
$
In the second quarter of
2025, Mr. Stuart purchased $
In October 2021, the president of the Company loaned
the Company $
In January 2024, the Company extended the expiration date of 2,000,000 common stock purchase warrants owned by the president of the Company to December 31, 2025.
In October 2022, the president
of the Company entered into an agreement with the Company, as amended in November 2022 and July 2024, to exchange
| 21 |
In January 2023, the
president of the Company loaned $
During 2024, the
president of the Company loaned the Company a total of $
In the first quarter of
2025, the president of the Company purchased $
During 2025, the
president of the Company loaned the Company a total of $
The Company has an accounts
payable balance owed to Mr. Robert Cook in the amount of $
NOTE K – FAIR VALUE MEASUREMENTS
The Company’s cash balances are representative of their fair values, as these balances are comprised of deposits available on demand. The carrying amounts of inventories, other current assets, accounts payable and other non-current liabilities approximate their fair values because of the short turnover of these instruments.
See Note E – Debt for further information regarding the convertible promissory notes.
Fair Value Option (“FVO”) Election – Convertible promissory note payable
As of September 30, 2025, the Company had an outstanding promissory note (“FVO note”), convertible only upon a default event, which is accounted for under the fair value option. Under FVO election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is presented as a single line item within interest expense in the accompanying condensed statements of operations. The FVO note is measured at fair value and categorized within Level 3 of the fair value hierarchy.
The estimated fair value of the FVO note as of
September 30, 2025 was computed by calculating the present value of the future expected cash flows under an implied interest rate of 52.3%.
The FVO note was sold at a discount of $
NOTE L – CUSTOMER CONCENTRATIONS
For the nine months ended September 30, 2025 and 2024,
the Company generated $
NOTE M – COMMITMENTS AND CONTINGENCIES
From time to time we are party to various legal proceedings arising in the ordinary course of business. Currently, we are not a party to any legal proceedings that management believes could have a material adverse effect on our financial statements.
At September 30, 2025 and December 31, 2024 our other
payable balance of $
See Note C in regards to commitments related to contracts with customers. See Note G in regards to commitments related to leases.
NOTE N – EMPLOYEE RETENTION CREDIT
During the year ended December 31, 2022, the Company
applied for an employee retention credit for the third quarter 2021 under the COVID-19 Economic Relief Legislation. Based on that application,
the Company was awarded a total of $
NOTE O – SUBSEQUENT EVENTS
In October 2025, the Company issued a total of 16,875 shares of the Company’s common stock to the Company’s five directors as compensation for services provided to the Company during the third quarter of 2025, valued at a total of $84,375.
In October 2025, the Company issued a total of 90,000 2025 Warrants and 90,000 shares of the Company’s common stock to one investor upon the conversion of $90,000 of 2025 Notes and 2,500 2025-2 Warrants and 2,500 shares of the Company’s common stock to one investor upon the conversion of $2,500 of 2025-2 Notes.
| 22 |
In October 2025, the Company issued a total of $40,500 of 2025-2 Notes to five investors.
In October 2025, the Company entered into a securities purchase agreement with a lending company pursuant to which the Company sold the lending company an unsecured promissory note with an original face value of $180,550. The note included an original issue discount of $23,550 and was purchased for an aggregate of $157,000. A one-time interest charge of 12% was applied to the principal amount on the issuance date. The note is due in installments through October 3, 2026.
In October 2025, the Company entered into a securities purchase agreement with a lending company pursuant to which the Company sold the lending company an unsecured promissory note with an original face value of $94,300. The note included an original issue discount of $12,300 and was purchased for an aggregate of $82,000. A one-time interest charge of 12% was applied to the principal amount on the issuance date. The note is due in installments through August 15, 2026.
In November 2025, the Company issued a total of 10,000 2025 Warrants and 10,000 shares of the Company’s common stock to one investor upon the conversion of $10,000 of 2025 Notes.
In November 2025, the Company issued a total of $23,000 of 2025-2 Notes to two investors.
| 23 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about Wytec International, Inc. (“Wytec,” “Company,” “us,” “we” or “our”), the industry in which we operate and other matters, as well as management's beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects. For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could,” “will,” “opportunity,” “potential” or “may,” and variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company’s actual results to be materially different from any future results expressed or implied by the Company in those statements. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:
| (a) | volatility or decline of our stock price; | |
| (b) | potential fluctuation in quarterly results; | |
| (c) | failure to earn revenues or profits; | |
| (d) | inadequate capital to continue our business; | |
| (e) | insufficient revenue to cover operating costs; | |
| (f) | barriers to raising the additional capital or to obtaining the financing needed to implement our business plans; | |
| (g) | dilution experienced by our shareholders in their ownership of the Company because of the issuance of additional securities by us, or the exercise of warrants or conversion of outstanding convertible securities; | |
| (h) | inability to complete research and development of our technology with little or no current revenue; | |
| (i) | lack of demand for our products and services; | |
| (j) | loss of customers; | |
| (k) | rapid and significant changes in markets; | |
| (l) | technological innovations causing our technology to become obsolete; | |
| (m) | increased competition from existing competitors and new entrants in the market; | |
| (n) | litigation with or legal claims and allegations by outside parties; | |
| (o) | inability to start or acquire new businesses, or lack of success of new businesses started or acquired by us, if any; | |
| (p) | inability to effectively develop or commercialize our technology; and | |
| (q) | inability to obtain patent or other protection for our proprietary intellectual property. |
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Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.
The following discussion should be read in conjunction with our unaudited financial statements and notes to those statements. In addition to historical information, the following discussion and other parts of this annual report contain forward-looking statements and information that involves risks and uncertainties.
Overview of Current Operations
Wytec is a developer of wide area networks (“WANs”) utilizing small cell technology and wide area networks designed to support the rapidly growing Internet of Things (“IOT”) solutions across the world. Currently the Company offers in-building cellular (known as a distributed antenna system, “DAS”) and private Long-term Evolution “private LTE” solutions utilizing private distributor agreements along with a channel agreement with Synnex Corporation, a leading distributor and solutions aggregator hosting more than 22,000 technology vendors across the world. Concurrently, Wytec is the owner of patented technologies, including small cell technology, known as the “LPN-16,” designed to support a dense neutral host citywide 5G network supporting multiple solutions such as driverless cars, 5G cellular support, gunshot detection, and drug (Vape/THC/Fentanyl) detection technology utilizing utility pole management services. Small cell technology is purported by PricewaterhouseCoopers to be the key component to 5G deployment.
In August 2023, we entered into an agreement with Trabus Technologies (“Trabus”) to utilize Trabus’ algorithms for artificial intelligence (“AI”), and machine learning (“ML”) to facilitate the development of our gunshot detection and other smart sensors. Our agreement with Trabus also addresses the prototype we are currently developing for use in a pilot program to be offered to TXShare cooperative purchasing program members in 2026, which is expected to include our gunshot detection technology.
On September 30, 2024, we filed five patent applications centered on our AI-driven gunshot detection technology, securing protection in the United States and laying the groundwork for international coverage. In March 2025, the U.S. Patent and Trademark Office issued U.S. Patent No. 12,271,971 for our Smart Sensor System for Threat Detection, and we are pursuing a divisional application directed to a Smart Sensor System and Method for Threat Detection and Response Based on Detection of a Vocal Phrase. Complementing the U.S. filings, we submitted four Patent Cooperation Treaty applications—Smart Sensor System for Threat Detection; Smart Sensor System for Threat Detection and Method Thereof; Threat Detection System Employing Multiple Models; and Smart Sensor System and Method for Threat Detection and Response Based on Detection of a Vocal Phrase—with national phase entries anticipated in 2026.
While our portfolio is anchored in firearm discharge detection to help protect students, the technology also extends to identifying harmful drugs entering school districts. With these additional patents, we expect to adapt our platform to a range of industries. Our AI gunshot technology complements our existing patented LPN-16 technology.
We expect 5G to have a transformative impact on the economy and we believe that 5G and the next generation “6G” will rely substantially on citywide deployments utilizing small cell technology to facilitate this impact. We believe our enhanced LPN-16 technology with our recent addition of AI and ML can solve many of the long-term challenges faced by operators needing access to implement their 5G initiatives. It can also assist cities challenged with on-going technology upgrades, network growth demands, political hurdles, and new business models needed to realize the benefits of a 5G network. In addition to aligning with technical and governmental issues, the LPN-16 is designed to meet the standards for 5G deployment and, for operator needs, adheres to the FCC policy initiatives addressing public safety and First Responder initiatives. Specifically, the FCC’s Report and Order 14-153, Acceleration of Broadband Deployment by Improving Wireless Facilities Siting Policies, adopts rules to help spur wireless broadband deployment by facilitating the sharing of wireless transmission equipment using “neutral host” functionality to simultaneously support multiple cellular carriers. The LPN-16 was specifically designed to support neutral host features and performance. The FCC’s goal of “shared use” and “neutral host” seeks to expand coverage and capacity more quickly, reduce costs, and promote access to infrastructure which reduces barriers to deployment and incentivize the sharing of resources, rather than relying on new builds for every stakeholder, thereby safeguarding environmental, aesthetic, historic and local land-use values.
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We continue to pursue patent protection for new innovations. In addition to the LPN-16 covered by our current patents, we have identified additional upgrades and additions to the LPN-16 which further support the Company’s goals and timelines of Wytec’s 5G development business model, FCC policy initiatives, and customer business usage which we believe could lead to additional patentable property. We intend to file for patent protection on these developments. Our strategy is to continually monitor the costs and benefits of our patent applications and pursue those that will best protect our business and expand the core values of the Company.
We have identified key engineering resources for intellectual property development, antenna development, hardware, software, and firmware engineering, as well as integration and testing that we believe will allow us to continue to expand our technology and intellectual property.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amounts of trade accounts receivable, impairment of long-lived assets, revenue recognition and deferred tax assets. We believe the following critical accounting policies require more significant judgment and estimates used in the preparation of the financial statements.
Revenue Recognition. Wytec International, Inc. follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation.
Our contracts for the sale of Cel-Fi systems generally include the performance obligation to sell and install (including testing, commissioning and integration services) equipment. The performance obligation is deemed satisfied once the equipment has been installed, placed in service and customer signs off on their acceptance, at a point in time.
Network service revenues are recognized each month as services are rendered.
The Company generally provides a one-year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated, and will pass on the warranties from its vendors, if any, which generally covers this one-year period. In accordance with ASC 450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At September 30, 2025, the Company has estimated no product warranty accrual given the Company’s de minimis historical financial warranty experience.
Revenue is recorded and recognized when installation is complete. Maintenance and monitoring rates are pre-set based upon the building’s square footage. Cost of sales includes all equipment and labor that is connected to a project and all other costs are general and administrative. Laredo Independent School District projects are subject to contracted rates.
Stock Based Compensation and Warrant Awards: The Company measures stock-based compensation expense for stock and warrant awards at the grant date, based on the fair value-based measurement of the award, and the expense is recorded over the related service period, generally the vesting period, net of estimated forfeitures. The Company calculates the fair value-based measurement of warrants using the Black-Scholes valuation model and the simplified method and recognizes expense using the straight-line attribution approach.
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Estimating the fair value of share-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the warrants and stock price volatility. The Company previously engaged valuation specialists to assist with determining the fair value of our common stock prior to being listed on the OTCQB market in August 2024. The Company provided the specialist with judgmental inputs and assumptions such as cash flow projections and future results of operations to the specialist. After July 30, 2024 and being listed for trading on the OTCQB market, the fair value of the Company’s common stock is valued at the OTCQB market trading value.
The expected term of the warrant is estimated using the contractual life as the Company has no historical information from which to develop reasonable expectations about future exercise patterns. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of warrants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option. The expected dividend yield is 0% because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock.
Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
Revenue for the three months ended September 30, 2025 and 2024 was $2,359 and $88,034, respectively. The decrease in revenue of $85,675 or 97% was primarily due to decrease in revenue from our in-building cellular systems. Revenue for the nine months ended September 30, 2025 and 2024 was $24,149 and $128,146, respectively. The decrease in revenue of $103,997 or 81% was primarily due to decrease in revenue from our in-building cellular systems.
Cost of sales for the three months ended September 30, 2025 and 2024 was $-0- and $30,617, respectively. This decrease of $30,617, or 100%, was primarily due to decrease in costs incurred related to the sales of our in-building cellular systems. Cost of revenues for the nine months ended September 30, 2025 and 2024 was $9,818 and $55,570, respectively. This decrease of $45,752, or 82%, was primarily due to decrease in costs incurred related to the sales of our in-building cellular systems.
Selling, general, and administrative expenses were $460,498 for the three months ended September 30, 2025, as compared to $546,622 for the three months ended September 30, 2024, resulting in a decrease of $86,124 or 16%. Contributing factors to the decrease include a decrease in stock compensation of $51,263, a decrease in fees, subscriptions, and other charges of $17,652, and a decrease in marketing and advertising of $58,010, which were offset by an increase in payroll of $36,667 and an increase in insurance of $27,069 for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Selling, general, and administrative expenses were $1,636,367 for the nine months ended September 30, 2025, as compared to $2,301,202 for the nine months ended September 30, 2024, resulting in a decrease of $664,835 or 29%. Contributing factors to the decrease include a decrease in stock compensation of $846,748 which was offset by an increase in professional and consulting fees of $70,922, an increase in payroll of $100,931, and an increase in insurance expense of $78,956 for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
We estimate that we will need approximately $5,400,000 of capital or financing over the next twelve months to fund our planned operations, which we plan to satisfy as described below under “Satisfaction of our Cash Needs for the Next 12 Months.”
We anticipate that we will incur operating losses in the next twelve months. Our revenue is not expected to exceed our investment and operating costs in the next twelve months. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in their early stage of operations. To address these risks, we must, among other things, seek growth opportunities through investment and acquisitions, implement and successfully execute our business strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.
Cash Flow from Operating Activities
Cash flows used in operating activities during the nine months ended September 30, 2025 were $1,150,568 as compared to $1,386,569 during the nine months ended September 30, 2024. The $236,001 decrease in cash used in operating activities was primarily due to an increase of accounts payable and accrued expenses and receipt of the employee retention credit receivable during the nine months ended September 30, 2025 as compared to the same period in 2024.
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Cash Flow from Investing Activities
Cash flows used by investing activities during the nine months ended September 30, 2025 were $1,388 as compared to the cash flows used by investing activities of $1,899 during the nine months ended September 30, 2024. Capital expenditures totaled $1,388 and $1,899 during the nine months ended September 30, 2025 and 2024, respectively.
Cash Flow from Financing Activities
Cash flows provided by financing activities during the nine months ended September 30, 2025 were $1,170,194 as compared to $925,160 during the nine months ended September 30, 2024. These receipts represent proceeds from the exercise of the Company’s common stock purchase warrants and the issuance of debt.
Satisfaction of Our Cash Obligations for the Next 12 Months
As of September 30, 2025, our cash balance was $128,937. Our plan for satisfying our cash requirements for the next twelve months is through a combination of sales-generated income, including revenue from our installation contracts with the Texas school districts, private placements of our capital stock, exercise of warrants, third party financing, and/or traditional bank financing. There is no assurance that we will be able to meet our working capital requirements through the private placement of equity or debt or from any other source.
Other Funding Arrangements
On September 28, 2023, (the “Effective Date”), we entered into a Share Purchase Agreement (the “SPA”) with Gem Global Yield LLC SCS (“GEM” or the “Purchaser”) and Gem Yield Bahamas Limited (“GYBL”). Pursuant to the SPA, we may sell to the Purchaser from time to time up to $100,000,000 (the “Aggregate Limit”) in shares of our common stock during the 36 month period after the first day on which the Company’s common stock trades on a nationally recognized United States stock exchange or any other exchange platform in the world (the “Public Listing Date”). Pursuant to the SPA, after the Public Listing Date, the Company may issue a draw down notice pursuant to which the Company may sell the Purchaser an amount of shares that shall not exceed 400% of the average daily trading volume for the 30 days immediately preceding the date on which the Company delivers the draw down notice. The per share price shall equal 90% of the average applicable Daily Closing Price (as defined in the SPA) of the Company’s common stock during the applicable Draw Down Pricing Period (as defined in the SPA). Notwithstanding the foregoing, within five trading days after the Public Listing Date, the Company may issue a draw down notice for an amount up to $10,000,000 of the Aggregate Limit. Unless earlier terminated as provided in the SPA, the SPA terminates automatically on the earliest of (i) thirty-six (36) consecutive months after the Public Listing Date; (ii) thirty-six (36) months from the Effective Date (as may be extended as provided in the SPA), and (iii) the date the Purchaser shall have purchased the Aggregate Limit.
Pursuant to the SPA, in consideration for these services, we agreed to pay GYBL the following consideration: (i) a commitment fee equal to two (2) percent of the Aggregate Limit (the “Commitment Fee”) payable in cash from the proceeds of the Draw Downs (as defined in the SPA) or in freely tradeable shares of common stock of the Company valued at the Daily Closing Price (as defined in the SPA) at the time of each Draw Down (as defined in the SPA), at the option of Wytec, deliverable as described in the SPA so long as the entire Commitment Fee is paid on or before the first anniversary of the Public Listing Date and (ii) a warrant granting GYBL the right to purchase shares of our common stock having an expiration date that is the third anniversary of the Public Listing Date at the exercise price and upon the terms set forth more fully in the SPA, up to the number of shares of common stock that is equal to 3.7% of the total number of shares of common stock outstanding calculated on a fully diluted basis as of the Public Listing Date (the “Warrant”). The Commitment Fee will not be payable and the Warrant will not be issuable if the Company’s common stock does not become publicly listed.
Pursuant to a Registration Rights Agreement, dated September 28, 2023, between us and the Purchaser and GYBL (the “Registration Rights Agreement”), no later than thirty (30) calendar days after the Public Listing Date, we are obligated to file a registration statement with the Securities and Exchange Commission (“SEC”) to register the shares of common stock issuable pursuant to the SPA. Pursuant to the Registration Rights Agreement, we are obligated to have the registration statement declared effective by the SEC on the earlier of (A) the 45th calendar day after the date on which the registration statement is filed with the SEC and (B) the fifth business day after the date the Company is notified by the SEC that the registration statement will not be reviewed.
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Other Payable
The $335,000 other payable account balance at September 30, 2025 and December 31, 2024, represents sales of registered links and related equipment and services (“Links”) that have been funded by customers, for which the Company no longer expects to fulfill the related obligations to justify presenting as deferred revenue. The Company intends to relieve the remaining amount of this liability through a combination of exchanges for common stock and cash.
Going Concern
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $36,540,293 at September 30, 2025, and have reported negative cash flows from operations. In addition, we do not currently have the cash resources to meet our operating and approximately $2,400,000 of financing commitments for the next twelve months from the date of this report. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.
Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Recently Issued Accounting Standards
For a discussion of recent accounting pronouncements, see Note 1 to the unaudited condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires public business entities to disclose disaggregated information about certain income statement expenses—including categories such as employee compensation, intangible asset amortization and depreciation, and selling expense—in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impacts of this standard on our tax disclosures and is not planning to early adopt.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Not Applicable.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our principal executive officer and principal financial officer, Mr. William Gray, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15I under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, Mr. Gray has concluded that our disclosure controls and procedures are not effective in timely alerting him to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting and are the same material weaknesses described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The Company may be involved in legal actions and claims arising in the ordinary course of business from time to time. As of the date of the report, there are no legal matters of which management is aware.
Item 1A. Risk Factors.
During the quarter ended September 30, 2025, there have been no material changes from the risk factors previously in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities.
In July 2025, the Company issued a total of 18,750 shares of common stock to the Company’s five directors as compensation for services rendered during the second quarter of 2025 in accordance with Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).
During the third quarter of 2025, the Company issued a total of $165,544 of convertible promissory notes (“2025-2 Notes”) to 13 investors, including $10,000 of 2025-2 Notes to an affiliate of Mr. Stuart, pursuant to a private placement that commenced in July 2025 in accordance with Rule 506(b) of Regulation D of the Securities Act. The 2025-2 Notes will initially be due and payable on or before March 31, 2026, unless extended by the Company for six months up to two times. The 2025-2 Notes will automatically be converted into shares of the Company’s common stock at a price per share of $1.00 if following the issuance of the 2025-2 Notes the Company’s common stock (i) trades an average daily trading volume of 50,000 or greater for 10 consecutive trading days and (ii) achieves an intraday or closing price of $5.00 for 10 consecutive trading days (together, the “Trading Thresholds”). Upon the automatic conversion of the 2025-2 Notes, the Company will, no later than 30 trading days from the date of such conversion following satisfaction of the Trading Thresholds, file with the Securities and Exchange Commission a registration on Form S-1 (or such other form as may be available) to register the shares underlying all outstanding 2025-2 Notes; provided, however, that if such registration statement is due at a time in which the Company cannot file such registration statement because the Company has stale financial statements, then the Company shall file such registration statement by not later than ten days following the date on which the filing of such financial statements are due. If the 2025-2 Notes have not otherwise been automatically converted into shares of the Company’s common stock, these noteholders will have the option, on or before the maturity date, to convert all or a portion of their outstanding 2025-2 Notes into shares of the Company’s common stock at a rate equal to $1.00 per share and, immediately upon the conversion, the converting noteholders will be issued a number of new warrants from the Company equal to the dollar amount of the conversion divided by $1.00 (the “2025-2 Warrants”). The 2025-2 Warrants will be exercisable until December 31, 2026 at an exercise price of $1.00, provided, that ten (10) days after the common stock of the Company commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market, the exercise price shall thereafter be the greater of (i) $1.00 or (ii) 85% of the average closing price of the Company’s common stock, as quoted on the public securities trading market on which the Company’s common stock is then traded with the highest volume.
During the third quarter of 2025, the Company issued a total of 25,000 shares of the Company’s common stock and 25,000 common stock purchase warrants to one investor upon the conversion of $25,000 of convertible promissory notes in accordance with Rule 506(b) of Regulation D of the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
During the quarter ended September
30, 2025, no director or officer
Item 6. Exhibits.
| Exhibit | Description | |
| 3.1 | Articles of Incorporation, dated November 7, 2011 (1) | |
| 3.2 | Amendment to Articles of Incorporation, dated January 14, 2014(1) | |
| 3.3 | Amendment to Articles of Incorporation, dated June 13, 2014 (1) | |
| 3.4 | Bylaws (1) | |
| 4.1 | Certificate of Designation for Series A Preferred Stock, dated February 14, 2014 (1) | |
| 4.2 | Certificate of Designation for Series B Preferred Stock, dated June 13, 2014 (1) | |
| 4.3 | Amendment to Certificate of Designation for Series B Preferred Stock, dated October 22, 2014 (1) | |
| 4.4 | Amendment to Certificate of Designation for Series B Preferred Stock, dated March 4, 2015 (1) | |
| 4.5 | Certificate of Designation for Series C Preferred Stock, dated July 26, 2016 (1) | |
| 4.6 | Warrant issued by Wytec International, Inc. to William H. Gray (2) | |
| 4.7 | Amendment to William H. Gray Warrants, dated December 30, 2020 (3) | |
| 4.8 | Amendment to Certificate of Designation for Series C Preferred Stock, dated December 29, 2023 (4) | |
| 4.9 | Amendment to William H. Gray Warrants, dated November 22, 2023 (7) | |
| 4.10 | Amendment to Warrant No. 524, dated January 31, 2024 (9) | |
| 4.11 | Amendment to Warrant No. 527, dated January 31, 2024 (9) | |
| 4.12 | Amended and Restated Erica Perez Warrant, dated February 5, 2024 (9) | |
| 4.13 | Erica Perez Warrant, dated July 2, 2024 (10) | |
| 10.1 | Separation and Distribution Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1) | |
| 10.2 | License Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1) | |
| 10.3 | Agreement with the Laredo School District (5) | |
| 10.4 | Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and William H Gray (6) | |
| 10.5 | Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and Christopher Stuart (6) | |
| 10.6 | Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and Eagle Rock Investments L.L.C.(6) | |
| 10.7 | Amendment to Exchange Agreement, dated November 15, 2022, by and between Wytec International, Inc. and William H. Gray (11) | |
| 10.8 | Amendment to Promissory Note, dated December 5, 2023 (8) | |
| 10.9 | Amendment to Promissory Note, dated December 5, 2023 (8) | |
| 10.10 | Amendment to Christopher Stuart Promissory Note, dated February 5, 2024 (9) | |
| 10.11 | Amendment to Exchange Agreement, dated July 30, 2024, by and between Wytec International, Inc. and William H. Gray (12) | |
| 10.12 | Amendment to Promissory Note and Warrants, dated December 31, 2024, by and between Wytec International, Inc. and Christopher Stuart (13) | |
| 10.13 | Securities Purchase Agreement, dated September 2, 2025 (14) | |
| 10.14 | Promissory Note, dated September 2, 2025 (14) | |
| 10.15 | Securities Purchase Agreement, dated October 3, 2025 (15) |
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| Exhibit | Description | |
| 10.16 | Promissory Note, dated October 3, 2025 (15) | |
| 10.17 | Securities Purchase Agreement, dated October 14, 2025 (16) | |
| 10.18 | Promissory Note, dated October 14, 2025 (16) | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act* | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act* | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act* | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act* | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
| (1) | Incorporated by reference from the original filing of the Registration Statement on January 10, 2017. |
| (2) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated September 21, 2018. |
| (3) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated January 4, 2021. |
| (4) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated January 3, 2024. |
| (5) | Incorporated by reference to the Form 10-K filed with the Securities and Exchange Commission on June 25, 2021. |
| (6) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on October 13, 2022. |
| (7) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on November 28, 2023. |
| (8) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on December 6, 2023. |
| (9) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on February 5, 2024. |
| (10) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on July 9, 2024. |
| (11) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on November 18, 2022. |
| (12) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on August 1, 2024. |
| (13) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on January 7, 2025. |
| (14) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on September 9, 2025. |
| (15) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on October 9, 2025. |
| (16) | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on October 21, 2025. |
| * | Filed herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections. |
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SIGNATURES
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, thereunto duly authorized.
WYTEC INTERNATIONAL, INC.
By: /s/ William H. Gray
William H. Gray, Chief Executive Officer and
President (Principal Executive Officer)
By: /s/ William H. Gray
William H. Gray, interim Chief Financial Officer
(Principal Accounting Officer)
Date: November 19, 2025
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FAQ
What does Wytec International (WYTC) do?
Wytec International designs and develops patented small cell technology called the LPN-16 and wide area networks to support 5G deployments. It sells and installs in‑building cellular (DAS) and private LTE systems and plans to commercialize a multichannel product integrating cellular, private LTE, and gunshot detection in 2026.
How did Wytec (WYTC) perform financially in Q3 2025?
For the quarter ended September 30, 2025, Wytec reported revenue of $2,359, down sharply from $88,034 in Q3 2024. The company recorded a net loss of $523,445 compared with a net loss of $663,872 a year earlier, and net loss per share of $(0.03) versus $(0.04) in Q3 2024.
What is Wytec’s cash position and debt load as of September 30, 2025?
Wytec held $128,937 in cash and total assets of $201,945 at September 30, 2025. Current liabilities were $3,864,710, including $1,311,544 of convertible promissory notes, $911,650 of shareholder promissory notes, and a $157,000 promissory note measured at fair value, resulting in a stockholders’ deficit of $3,662,765.
Why did Wytec (WYTC) include a going concern warning?
Wytec has incurred continuous losses, with an accumulated deficit of $36,568,001, negative operating cash flow of $1,143,568 over nine months, limited cash of $128,937, and approximately $2,400,000 of financing commitments over the next 12 months. Management states these factors raise substantial doubt about its ability to continue as a going concern.
How is Wytec funding its operations and growth plans?
Since inception, Wytec has primarily funded operations through private placements of equity and convertible debt. In 2025, it raised cash via secured and unsecured convertible notes, shareholder promissory notes, and a promissory note sold at a discount, and it plans additional capital raises through public or private offerings and further debt financing.
How many Wytec (WYTC) shares and warrants are outstanding?
As of September 30, 2025, Wytec had 16,923,492 common shares issued and outstanding, and by November 18, 2025 there were 17,022,867 shares outstanding. The company also had 2,383,797 common stock purchase warrants outstanding, exercisable at various prices and terms through October 11, 2026.
What were Wytec’s operating cash flows in the first nine months of 2025?
For the nine months ended September 30, 2025, Wytec used $1,143,568 in cash for operating activities, reflecting its net loss, stock‑based compensation of $271,875, non‑cash lease expense, changes in working capital, and interest and fair value adjustments on debt.
