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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 24, 2026
WYTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
| 001-39478 |
46-0720717 |
| (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 19206
Huebner Road, Suite
202, San
Antonio, Texas
|
78258 |
| (Address of principal executive offices) |
(Zip
Code) |
(210) 233-8980
(Registrant’s telephone
number, including area code)
(Former name, former address
and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))
☐ Soliciting
material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock |
WYTC |
OTCQB |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
SECTION 1. REGISTRANT’S BUSINESS
AND OPERATIONS
| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 24, 2026, effective
as of February 13, 2026, Wytec International, Inc., a Nevada corporation (“Wytec”), entered into an amendment (the “Amendment”)
to that certain unsecured promissory note, dated as of February 25, 2020, as amended on August 13, 2022, February 5, 2024, and December
31, 2024, in the original principal amount of $625,000, issued by Wytec to Mr. Christopher Stuart, a director of Wytec (the “Note”)
in order to (i) waive any default with respect to the Note and (ii) allow Wytec to extend the maturity date of the Note by eleven (11)
additional six month periods instead of nine (9) additional six month periods. In consideration for the Amendment, Wytec issued to Mr.
Stuart 124,000 warrants (the “Warrants”) to purchase up to 124,000 shares of Wytec’s common stock. The Warrants are
exercisable until December 31, 2026 at an exercise price of $1.50 per share, provided that, ten (10) days after Wytec’s common stock
commences trading on the NASDAQ Capital Market (or an equivalent or higher public securities trading market), the exercise price will
automatically adjust to the greater of (i) $1.50 per share or (ii) eighty-five percent (85%) of the 10-day moving average of Wytec’s
then current public trading price as quoted on the market with the highest volume.
The foregoing description
is qualified in its entirety by reference to the full text of the Amendment and the Warrant, filed herewith as Exhibit 10.1 and Exhibit
4.1, respectively, which are incorporated by reference into this Item 1.01.
SECTION 2. FINANCIAL INFORMATION
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
The information set forth
in Item 1.01 is incorporated herein by reference.
SECTION 3. SECURITIES AND TRADING
MARKETS
| Item 3.02. | Unregistered Sales of Equity Securities. |
On March 24, 2026, in connection
with the Amendment, Wytec issued the Warrants described above in Item 1.01 to Mr. Stuart. The issuance was made in reliance on the exemption
from registration under Rule 506(b) of Regulation D of the Securities Act of 1933, as amended. Wytec received no cash proceeds from the
issuance of the Warrants. The sole consideration was Mr. Stuart’s agreement to the extension of the maturity date of the Note.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA
FINANCIALS & EXHIBITS
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 4.1 | Christopher Stuart Warrant, dated March 24, 2026
|
| | | |
| | 10.1 | Amendment to Promissory Note, dated March 24, 2026, effective as of February 13, 2026, by and between Wytec International, Inc. and Christopher Stuart |
| | | |
| | 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WYTEC INTERNATIONAL, INC.
(Registrant)
| |
|
|
| Date: March 26, 2026 |
/s/ William H. Gray |
|
| |
William H. Gray, Chief Executive Officer |
|
