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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):
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). |
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 |
|
