UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| 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 September 3, 2025, pursuant to which Wytec sold 1800 Diagonal 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 $21,667. The Note has a maturity date of June 30, 2026 and is payable as follows: $101,108.50 on February 28, 2026; $25,277.13 on March 30, 2026; $25,277.13 on April 30, 2026; $25,277.13 on May 30, 2026; and $25,277.11 on June 30, 2026. Wytec has the right to prepay the Note in full at any time with no prepayment penalty. 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 September 2, 2025. | |
| 10.2 | Promissory Note, dated September 2, 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: September 9, 2025 | /s/ William H. Gray | |
| William H. Gray, Chief Executive Officer |
| 3 |