Wytec (OTCQB: WYTC) issues $180,550 note with equity conversion feature

Rhea-AI Filing Summary

Wytec International entered into a securities purchase agreement with Labrys Fund II, L.P., under which Wytec issued a promissory note with a principal amount of $180,550. The note carried an original issue discount of $23,550 and was purchased for $157,000, with a one-time 12% interest charge of $21,666 added at issuance.

The note matures on October 3, 2026, with scheduled amortization payments of $28,888 each month from April through September 2026 and the remaining balance due at maturity. If payments are missed or an event of default occurs, Labrys may convert amounts owed into common stock at 65% of the lowest trading price over the prior 20 trading days, subject to a 4.99% ownership cap.

Unpaid amounts accrue default interest at up to 22% per year. If Wytec raises more than $500,000 in specified cash proceeds before the note is repaid or converted, Labrys can require up to 25% of the excess to be used to repay the note. Wytec may prepay the note in full with a minimal discount and no penalty within 181 days of issuance.

Insights

Convertible debt and capital structure analyst

Wytec raises cash via a discounted, high-cost note with potential equity conversion on default.

Wytec has obtained funding by issuing a $180,550 promissory note to Labrys, receiving $157,000 in cash after a $23,550 original issue discount and a one-time 12% interest charge of $21,666. This structure increases liabilities and embeds significant financing costs in exchange for near-term liquidity.

The note includes scheduled amortization from April 3, 2026 through October 3, 2026, plus default interest of up to 22% annually if payments are missed. On a payment failure or other event of default, Labrys can convert outstanding principal and interest into common stock at 65% of the lowest trading price over the prior 20 trading days, capped at 4.99% ownership, which could be dilutive if triggered.

A covenant allows Labrys to demand repayment using up to 25% of any specified cash proceeds Wytec raises above $500,000 before the note is fully repaid or converted. Wytec can mitigate some risk by exercising its right to prepay the note in full within 181 days of issuance at a minimal discount and without penalty.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

false 0001560143 0001560143 2025-10-06 2025-10-06 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): October 6, 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 “SPA”) with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”), which closed on October 6, 2025, pursuant to which Wytec sold Labry a promissory note in the principal amount of $180,550 (the “Note”). The Note included an original issue discount of $23,550 and was purchased for an aggregate of $157,000. A one-time interest charge of 12% was applied to the principal amount on the issuance date of the Note in the amount of $21,666. The Note has a maturity date of October 3, 2026 and is payable as follows: $28,888 on April 3, 2026, $28,888 on May 4, 2026, $28,888 on June 3, 2026, $28,888 on July 3, 2026, $28,888 on August 3, 2026, $28,888 on September 3, 2026, and all remaining outstanding amounts on October 3, 2026 (each an “Amortization Payment”). Wytec has the right, exercisable on three trading days prior written notice, to prepay the 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 Note. The SPA contains customary terms and conditions.

Any principal amount or interest on the 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 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 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 Note, Wytec receives cash proceeds of more than $500,000 (the “Minimum Threshold”) in the aggregate from any of the sources described in the 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 Note.

The above description of the SPA and Note is not complete and is qualified in its entirety by the full text of the SPA and 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, dated October 3, 2025.
	10.2	Promissory Note, dated October 3, 2025.
	104	Cover Page Interactive Data File (embedded within the inline XBRL Document).

2

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: October 9, 2025	/s/ William H. Gray
	William H. Gray, Chief Executive Officer

3

FAQ

What financing transaction did Wytec (WYTC) enter into with Labrys Fund II, L.P.?

Wytec entered into a securities purchase agreement with Labrys Fund II, L.P. through which it issued a promissory note with a principal amount of $180,550. The note was sold at a discount, with Wytec receiving $157,000 in cash and recognizing a $23,550 original issue discount plus a one-time 12% interest charge.

What are the key payment terms and maturity of Wytec’s new note?

The note has a maturity date of October 3, 2026. Wytec must make amortization payments of $28,888 on April 3, May 4, June 3, July 3, August 3, and September 3 of 2026, with all remaining outstanding amounts due on October 3, 2026.

How does the equity conversion feature of Wytec’s note with Labrys work?

If Wytec fails to make an amortization payment when due or an event of default occurs, Labrys may convert any unpaid principal and interest into Wytec common stock at a price equal to 65% of the lowest trading price during the 20 trading days before the conversion date. Conversions are limited so that Labrys and its affiliates cannot own more than 4.99% of Wytec’s outstanding common stock after any conversion.

What interest rates apply to Wytec’s note, including in default scenarios?

The note includes a one-time interest charge of 12% applied at issuance, adding $21,666 to the principal amount. Any principal or interest not paid when due bears interest at the lesser of 22% per year or the maximum rate allowed by law.

Can Wytec prepay the Labrys note, and are there penalties for doing so?

Wytec has the right, on three trading days’ prior written notice, to prepay the note in full at any time before 181 calendar days from the issuance date. This prepayment can be made with a minimal discount and no prepayment penalty.

How do future cash raises by Wytec affect repayment of the Labrys note?

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