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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 3, 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. |
Wytec International, Inc.,
a Nevada corporation (“Wytec”), entered into a securities purchase agreement (the “1800 Diagonal SPA”) with 1800
Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), which closed on March 3, 2026, pursuant to which
Wytec sold 1800 Diagonal a promissory note in the principal amount of $71,300 (the “1800 Diagonal Note”). The 1800 Diagonal
Note included an original issue discount of $9,300 and was purchased for an aggregate of $62,000. A one-time interest charge of 12% was
applied to the principal amount on the issuance date of the 1800 Diagonal Note in the amount of $8,556. The 1800 Diagonal Note has a maturity
date of December 30, 2026 and is payable as follows: $39,928 on August 30, 2026; $9,982 on September 30, 2026; $9,982 on October 30, 2026;
$9,982 on November 30, 2026; and $9,982 on December 30, 2026. Wytec has the right to prepay the 1800 Diagonal Note in full at any time
with no prepayment penalty and will receive a discount on the prepayment amount, ranging from 2% to 5%, if Wytec prepays the 1800 Diagonal
Note within 180 calendar days following the issuance date of the 1800 Diagonal Note. The 1800 Diagonal SPA contains customary terms and
conditions.
In the event of a default
on the 1800 Diagonal Note, the outstanding principal and accrued and unpaid interest amount of the 1800 Diagonal Note will be increased
by 150% and the 1800 Diagonal Note will accrue interest at a rate of 22% per annum. Additionally, in the event of a default on the 1800
Diagonal Note, 1800 Diagonal will have the option, exercisable in its sole discretion, to convert the 1800 Diagonal Note into shares of
Wytec’s common stock at a conversion price per share equal to 65% the lowest trading price of Wytec’s common stock during
the ten trading day period ending on the latest completed trading day prior to the conversion date; provided, however, at no time may
the 1800 Diagonal Note be converted into shares of Wytec’s common stock if such conversion would result in 1800 Diagonal and its
affiliates owning an aggregate of more than 4.99% of the then outstanding shares of Wytec’s common stock.
The above description of the
1800 Diagonal SPA and 1800 Diagonal Note is not complete and is qualified in its entirety by the full text of the 1800 Diagonal SPA and
1800 Diagonal Note, filed herewith as Exhibits 10.1 and 10.2, 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 by reference in its entirety into this Item 2.03.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA
FINANCIALS & EXHIBITS
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Securities Purchase Agreement with 1800 Diagonal Lending LLC |
| | | |
| | 10.2 | Promissory Note with 1800 Diagonal Lending LL |
| | | |
| | 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 9, 2026 |
/s/ William H. Gray |
|
| |
William H. Gray, Chief Executive Officer |
|
