Wytec International (OTCQB: WYTC) adds Labrys, 1800 Diagonal note financing

Rhea-AI Filing Summary

Wytec International, Inc. disclosed that it entered into two securities purchase agreements for promissory note financing with Labrys Fund II, L.P. and 1800 Diagonal Lending LLC.

The Labrys note has $74,750 principal with a $9,750 original issue discount, a one-time 12% interest charge of $8,970, and matures on December 5, 2026, with scheduled amortization payments from June through November 2026 and a final payment in December. On a missed payment or other event of default, Labrys may convert outstanding principal and interest into common stock at 65% of the lowest trading price over the prior 20 trading days, subject to a 4.99% ownership cap and a right to require partial repayment from specified cash proceeds above $500,000.

The 1800 Diagonal note has $65,500 principal with an $8,500 original issue discount, a one-time 12% interest charge of $7,860, and matures on October 15, 2026, payable in ten equal monthly installments of $7,336 starting January 15, 2026. Upon default, the outstanding amount increases by 150%, accrues interest at 22% per year, and may be converted into common stock at 65% of the lowest trading price over the prior ten trading days, also subject to a 4.99% ownership cap.

Insights

Credit and capital structure analyst

Wytec adds two discounted, potentially convertible notes with default-driven equity features.

Wytec International entered into two promissory notes: a $74,750 Labrys note and a $65,500 1800 Diagonal note, each with an original issue discount and a one-time 12% interest charge. The purchase prices of $65,000 and $57,000 indicate Wytec receives less cash than the stated principal, while committing to fixed amortization schedules through 2026.

Both instruments include elevated default mechanics. The Labrys note carries default interest of up to 22% per year and allows conversion at 65% of the lowest trading price over the prior 20 trading days if payments are missed, constrained by a 4.99% ownership limit. It also permits Labrys to require repayment of up to 25% of certain future cash proceeds above $500,000, which can redirect incoming capital toward debt reduction.

The 1800 Diagonal note is amortized over ten equal monthly payments starting January 15, 2026, with prepayment discounts if retired within 180 days of issuance. On default, the outstanding amount increases by 150%, accrues 22% annual interest, and can be converted at 65% of the lowest trading price over the prior ten trading days, again subject to a 4.99% cap. The overall structure adds scheduled debt service and embeds potential equity issuance if default scenarios occur.

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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): December 10, 2025

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 “Labrys SPA”) with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”), which closed on December 10, 2025, pursuant to which Wytec sold Labrys a promissory note in the principal amount of $74,750 (the “Labrys Note”). The Labrys Note included an original issue discount of $9,750 and was purchased for an aggregate of $65,000. A one-time interest charge of 12% was applied to the principal amount on the issuance date of the Labrys Note in the amount of $8,970. The Labrys Note has a maturity date of December 5, 2026 and is payable as follows: $11,960 on June 4, 2026, $11,960 on July 4, 2026, $11,960 on August 4, 2026, $11,960 on September 4, 2026, $11,960 on October 4, 2026, $11,960 on November 4, 2026, and all remaining outstanding amounts on December 5, 2026 (each an “Amortization Payment”). Wytec has the right, exercisable on three trading days prior written notice, to prepay the Labrys Note in full with a minimal discount and no prepayment penalty at any time prior to 181 calendar days following the issuance date of the Labrys Note. The Labrys SPA contains customary terms and conditions.

Any principal amount or interest on the Labrys Note which is not paid when due will bear interest at the rate of the lesser of (i) twenty-two percent (22%) per annum or (ii) the maximum amount permitted by law. Additionally, if Wytec fails to pay an Amortization Payment when due or an Event of Default (as that term is defined in the Labrys Note) occurs, Labrys will have the right to convert all or any portion of the then outstanding and unpaid principal amount and interest 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 20 trading day period immediately preceding the conversion date; provided, however, at no time may the Labrys Note be converted into shares of Wytec’s common stock if such conversion would result in Labrys and its affiliates owning an aggregate of more than 4.99% of the then outstanding shares of Wytec’s common stock.

If at any time prior to the full repayment or full conversion of all amounts owed under the Labrys Note, Wytec receives cash proceeds of more than $500,000 (the “Minimum Threshold”) in the aggregate from any of the sources described in the Labrys Note, Labrys has the right, exercisable in its sole discretion, to require Wytec to apply up to 25% of such proceeds above the Minimum Threshold to repay all or any portion of the outstanding principal amount and interest then due under the Labrys Note.

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 December 12, 2025, pursuant to which Wytec sold 1800 Diagonal a promissory note in the principal amount of $65,500 (the “1800 Diagonal Note”). The 1800 Diagonal Note included an original issue discount of $8,500 and was purchased for an aggregate of $57,000. 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 $7,860. The 1800 Diagonal Note has a maturity date of October 15, 2026 and is payable in ten equal monthly payments of $7,336, commencing on January 15, 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 Labrys SPA, Labrys Note, 1800 Diagonal SPA, and 1800 Diagonal Note is not complete and is qualified in its entirety by the full text of the Labrys SPA, Labrys Note, 1800 Diagonal SPA, and 1800 Diagonal Note, filed herewith as Exhibits 10.1 10.2, 10.3, and 10.4, respectively, which are incorporated by reference into this Item 1.01.

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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 Labrys Fund II, L.P.
	10.2	Promissory Note with Labrys Fund II, L.P.
	10.3	Securities Purchase Agreement with 1800 Diagonal Lending LLC
	10.4	Promissory Note with 1800 Diagonal Lending LLC
	104	Cover Page Interactive Data File (embedded within the inline XBRL Document).

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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: December 16, 2025	/s/ William H. Gray
	William H. Gray, Chief Executive Officer

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FAQ

What new financing agreements did Wytec International (WYTC) enter into?

Wytec International entered into two securities purchase agreements: one with Labrys Fund II, L.P. for a $74,750 promissory note, and one with 1800 Diagonal Lending LLC for a $65,500 promissory note.

What are the key terms of the Labrys Fund II promissory note for Wytec (WYTC)?

The Labrys note has $74,750 principal, a $9,750 original issue discount, a one-time 12% interest charge of $8,970, and matures on December 5, 2026 with scheduled amortization payments from June to November 2026 and a final payment in December.

How can the new Wytec (WYTC) notes convert into common stock?

If Wytec misses required payments or other defined default events occur, the Labrys note may be converted into common stock at 65% of the lowest trading price over the prior 20 trading days, and the 1800 Diagonal note at 65% of the lowest trading price over the prior ten trading days, in each case subject to a 4.99% ownership cap for the holder and its affiliates.

When do the Wytec International (WYTC) promissory notes mature and how are they repaid?

The Labrys note matures on December 5, 2026 and is repaid via specified amortization payments from June through November 2026 plus a final balance payment in December. The 1800 Diagonal note matures on October 15, 2026 and is repaid in ten equal monthly payments of $7,336 starting January 15, 2026.

What default interest and penalties apply to Wytecs (WYTC) new promissory notes?

For the Labrys note, unpaid principal or interest bears default interest at up to 22% per year, subject to legal limits. For the 1800 Diagonal note, on default the outstanding principal and accrued interest increase by 150% and then accrue interest at 22% per year.

Does Wytec International (WYTC) have any special repayment obligations tied to new cash proceeds?

Yes. If Wytec receives more than $500,000 in cash proceeds from specified sources before the Labrys note is repaid or fully converted, Labrys may require Wytec to apply up to 25% of amounts above that threshold to repay principal and interest on the Labrys note.