false
0001560143
0001560143
2026-03-05
2026-03-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
|
