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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 15, 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 1800 Diagonal Lending
LLC, a Virginia limited liability company (“1800 Diagonal”), which closed on October 15, 2025, pursuant to which Wytec sold
1800 Diagonal a promissory note in the principal amount of $94,300 (the “Note”). The Note included an original issue discount
of $12,300 and was purchased for an aggregate of $82,000. A one-time interest charge of 12% was applied to the principal amount on the
issuance date of the Note in the amount of $11,316. The Note has a maturity date of August 15, 2026 and is payable as follows: $52,808
on April 15, 2026; $13,202 on May 15, 2026; $13,202 on June 15, 2026; $13,202 on July 15, 2026; and $13,202 on August 15, 2026. Wytec
has the right to prepay the 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 Note within 180 calendar days following the issuance date of the Note. The SPA contains customary
terms and conditions.
In the event of a default
on the Note, the outstanding principal and accrued and unpaid interest amount of the Note will be increased by 150% and the Note will
accrue interest at a rate of 22% per annum. Additionally, in the event of a default on the Note, 1800 Diagonal will have the option, exercisable
in its sole discretion, to convert the 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 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
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 14, 2025. |
| | | |
| 10.2 | Promissory Note, dated October 14, 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 21, 2025 |
/s/ William H. Gray |
|
| |
William H. Gray, Chief Executive Officer |
|
