Wytec amends convertible notes and warrant terms

Q: What debt did Wytec International (WYTC) amend in this 8-K?

Wytec amended $490,000 of 9.5% secured convertible promissory notes and $50,000 of unsecured convertible promissory notes. These changes affect a total of 11 noteholders and include notes held by a Wytec director, reflecting adjustments to both timing and related warrant terms.

Q: How did Wytec International (WYTC) change the maturity dates of its notes?

Wytec extended the maturity date of its amended notes from December 31, 2025 to December 31, 2026. This applies to both the secured and unsecured convertible promissory notes described, giving the company an additional year before those obligations become due.

Q: How is Wytec International (WYTC) director Christopher Stuart involved in the notes?

The amended secured convertible promissory notes include $125,000 in principal held by director Christopher Stuart. His holdings are part of the broader $490,000 secured note balance affected by the maturity extension, default waiver, and revised warrant terms across 11 noteholders.

Wytec International, Inc. amended its outstanding convertible debt with 11 noteholders, effective as of January 1, 2026.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Wytec International, Inc. amended its outstanding convertible debt with 11 noteholders, effective as of January 1, 2026. The company extended the maturity of $490,000 in 9.5% secured convertible notes and $50,000 in unsecured convertible notes from December 31, 2025 to December 31, 2026, and waived any related defaults. The amended secured notes include $125,000 held by director Christopher Stuart. In return, Wytec extended the expiration of warrants issuable on conversion to December 31, 2026 and reset their exercise price to $1.50 per share, with a future adjustment tied to 85% of the 10‑day moving average once the stock trades on the NASDAQ Capital Market or an equivalent market.

Insights

Wytec pushes out note maturities while sweetening warrant terms.

Wytec extended the maturity of $490,000 in 9.5% secured convertible notes and $50,000 in unsecured notes from December 31, 2025 to December 31, 2026, while waiving any existing defaults. This reduces near-term refinancing pressure on these obligations.

In exchange, the company extended related warrant expirations to December 31, 2026 and reset the exercise price to $1.50 per share, with a provision to move to the greater of $1.50 or 85% of the 10-day moving average after any NASDAQ Capital Market (or equivalent) listing. That structure may increase potential equity issuance from conversions if trading conditions are favorable.

The inclusion of $125,000 in notes held by director Christopher Stuart highlights insider involvement in this debt, but the transaction applies uniformly across 11 noteholders. Future disclosures may show how much of these notes ultimately convert into equity versus being repaid at the new maturity.

8-K Event Classification

4 items: 1.01, 2.03, 3.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Secured convertible notes amended: $490,000 Unsecured convertible notes amended: $50,000 Interest rate on secured notes: 9.5% +5 more

8 metrics

Secured convertible notes amended $490,000 Outstanding 9.5% secured convertible promissory notes subject to amendment

Unsecured convertible notes amended $50,000 Outstanding unsecured convertible promissory notes subject to amendment

Interest rate on secured notes 9.5% Rate on secured convertible promissory notes before and after amendment

Original maturity date December 31, 2025 Prior maturity for both secured and unsecured amended notes

New maturity date December 31, 2026 Extended maturity for the amended secured and unsecured notes

Director-held secured notes $125,000 Principal amount of secured notes held by director Christopher Stuart

Reset warrant exercise price $1.50 per share Base exercise price for warrants issuable on note conversion

Market-based warrant pricing factor 85% of 10-day moving average Future exercise price benchmark after NASDAQ Capital Market listing

Key Terms

secured convertible promissory notes, unsecured convertible promissory notes, warrants issuable upon the optional conversion of the Notes, exercise price per share, +2 more

6 terms

secured convertible promissory notes financial

"outstanding 9.5% secured convertible promissory notes (including $125,000 in principal"

A secured convertible promissory note is a written IOU where a borrower promises to repay money that is backed by specific assets (secured) and includes an option for the lender to convert the debt into company shares (convertible). Think of it as lending money against collateral with a choice to take the borrower’s stock instead of cash; investors watch these instruments because they change who gets paid first in a liquidation and can dilute existing shareholders if converted to equity.

unsecured convertible promissory notes financial

"and $50,000 of outstanding unsecured convertible promissory notes"

A written IOU that a company issues promising to repay borrowed money with interest, which carries no secured collateral and can be converted into shares instead of cash. Investors care because it combines loan risk — you sit behind secured creditors if the company fails — with potential stock dilution if the note converts, so it affects both the company’s credit safety and existing shareholders’ ownership.

warrants issuable upon the optional conversion of the Notes financial

"extend the expiration date of the warrants issuable upon the optional conversion of the Notes"

NASDAQ Capital Market financial

"if Wytec’s securities are trading on the NASDAQ Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt did Wytec International (WYTC) amend in this 8-K?

Wytec amended $490,000 of 9.5% secured convertible promissory notes and $50,000 of unsecured convertible promissory notes. These changes affect a total of 11 noteholders and include notes held by a Wytec director, reflecting adjustments to both timing and related warrant terms.

How did Wytec International (WYTC) change the maturity dates of its notes?

Wytec extended the maturity date of its amended notes from December 31, 2025 to December 31, 2026. This applies to both the secured and unsecured convertible promissory notes described, giving the company an additional year before those obligations become due.

What warrant changes are tied to Wytec International’s (WYTC) note amendments?

Wytec extended the expiration date of warrants issuable on conversion of the notes to December 31, 2026 and reset their exercise price to $1.50 per share. Later, the price becomes the greater of $1.50 or 85% of the 10-day moving average after a qualifying market listing.

How is Wytec International (WYTC) director Christopher Stuart involved in the notes?

The amended secured convertible promissory notes include $125,000 in principal held by director Christopher Stuart. His holdings are part of the broader $490,000 secured note balance affected by the maturity extension, default waiver, and revised warrant terms across 11 noteholders.

What default treatment is provided in Wytec International’s (WYTC) note amendments?

The amendments waive any default with respect to the affected $490,000 secured and $50,000 unsecured convertible promissory notes. This waiver, combined with the new December 31, 2026 maturity date, addresses prior default status on these specific obligations.

How do Wytec International’s (WYTC) warrant terms relate to NASDAQ trading?

Ten days after Wytec’s common stock begins trading on the NASDAQ Capital Market or an equivalent venue, the warrant exercise price adjusts to the greater of $1.50 or 85% of the 10-day moving average of Wytec’s public trading price on that market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 03:02 PM

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 5, 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. REGISTRANTS BUSINESS AND OPERATIONS

Item 1.01.

Entry into a Material Definitive Agreement.

On or about March 5, 2026, effective as of January 1, 2026, Wytec International, Inc., a Nevada corporation (“Wytec”), entered into amendments (the “Amendments”) with 11 of its noteholders. The Amendments (i) extend the maturity date of, and (ii) waive any default with respect to, $490,000 of outstanding 9.5% secured convertible promissory notes (including $125,000 in principal amount of such notes held by Christopher Stuart, a director of Wytec) and $50,000 of outstanding unsecured convertible promissory notes (collectively, the “Notes”), from December 31, 2025 to December 31, 2026.

In consideration for the maturity date extension, Wytec agreed to (a) extend the expiration date of the warrants issuable upon the optional conversion of the Notes from December 31, 2025 to December 31, 2026 and (b) adjust the exercise price per share of such warrants from the greater of $5.00 or 85% of the 10-day moving average of Wytec’s public trading price (if Wytec’s securities are trading on the NASDAQ Capital Market) to $1.50, provided, that 10 days after Wytec’s common stock commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market, the exercise price will be the greater of (i) $1.50 or (ii) 85% of the 10-day moving average of Wytec’s public trading price as quoted on the public securities trading market on which Wytec’s common stock is then traded with the highest volume.

Copies of the form of amendment to secured convertible promissory note and the form of amendment to convertible promissory note are attached to this Report as Exhibits 10.1 and 10.2, respectively.

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 3.03.

Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 is incorporated herein by reference.

SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

	10.1	Form of Amendment to Secured Convertible Promissory Note

	10.2	Form of Amendment to Convertible Promissory Note

	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: April 2, 2026	/s/ William H. Gray
	William H. Gray, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Wytec amends convertible notes and warrant terms

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