8-K

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):

December 31, 2024

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
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(Address of principal executive offices)	(Zip<br>Code)

(210

)

233-8980

(Registrant’s telephone number, including area code)

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(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 BUSINESSAND OPERATIONS

Item 1.01. Entry into aMaterial Definitive Agreement.

On or about December 31, 2024, Wytec International, Inc., a Nevada corporation (“Wytec”), and Mr. Christopher Stuart, a director of Wytec, entered into an amendment (the “Amendment”) in order to allow Wytec to extend the maturity date of that certain unsecured promissory note, dated February 25, 2020, as amended on August 13, 2022 and on February 5, 2024, in the original principal amount of $625,000 by nine (9) additional six month periods instead of seven (7) additional six month periods in consideration for an extension from December 31, 2024 to December 31, 2025 of the expiration date of 20,640 common stock purchase warrants, issued on December 11, 2023, 85,784 common stock purchase warrants, issued on December 11, 2023, and 17,500 common stock purchase warrants, issued on February 17, 2022, owned by Mr. Christopher Stuart. A copy of the Amendment is attached to this Report as Exhibit 10.1.

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 TRADINGMARKETS

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 FORMAFINANCIALS & EXHIBITS

Item9.01. Financial Statements and Exhibits.

(d)       Exhibits

10.1	Amendment to Promissory Note and Warrants, dated December 31, 2024, by and between Wytec International, Inc. and Christopher Stuart
104	Cover Page Interactive Data File (formatted in inline XBRL).

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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: January 7, 2025	/s/ William H. Gray
	William H. Gray, Chief Executive Officer

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Exhibit 10.1

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AMENDMENT TO PROMISSORY NOTE AND WARRANTS

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This Amendment to Promissory Note and Warrants (the “Amendment”) is made as of this 31st day of December 2024 by and between Wytec International, Inc., a Nevada corporation (the “Company”), and Christopher Stuart, an individual (“Stuart”), with respect to the following facts:

RECITALS

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A.	The Company and Stuart have entered into that certain unsecured promissory note<br>in the original principal amount of $625,000, dated February 25, 2020, as amended on August 13, 2022 and on February 5, 2024 (the “Note”),<br>issued by the Company to Stuart in accordance with the Company’s prior private placement of units, each unit consisting of $50,000<br>of 7% promissory notes and 5,000 common stock purchase warrants.
B.	Stuart is the holder of that certain warrant No. 528 to purchase 20,640 shares<br>of the Company’s common stock, dated December 11, 2023, which is due to expire on December 31, 2024, that certain warrant No. 527<br>to purchase 85,784 shares of the Company’s common stock, dated December 11, 2023, which is due to expire on December 31, 2024, and<br>that certain warrant No. 507 to purchase 17,500 shares of the Company’s common stock, dated February 17, 2022, which is due to expire<br>on December 31, 2024 (collectively, the “Warrants”).
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C.	The Company and Stuart desire to amend the Note and the Warrants as provided in<br>this Amendment in order to allow the Company to extend the maturity date of the Note by nine (9) additional six month periods instead<br>of seven (7) additional six month periods in consideration for extending the expiration date of the Warrants from December 31, 2024 to<br>December 31, 2025.
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D.	The terms used in this Amendment will have the meanings ascribed to them in the<br>Note and the Warrants unless otherwise defined herein.
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NOW, THEREFORE, for one dollar and other good and valuable consideration, THE PARTIES HERETO AGREE AS FOLLOWS:

1.	Amendment.

Section 1 of the Note is hereby amended and restated as follows:

“Maturity Date. The Maturity Date of this Note may be extended by an additional six months in the sole discretion of the Borrow up to nine times.”

The expiration date of the Warrants is hereby extended from 5:00 P.M., CT on December 31, 2024 to 5:00 P.M., CT on December 31, 2025.

2.	Effect of Amendment.

The Note will remain in full force and effect except as specifically modified by this Amendment. In the event of any conflict between the Amendment and the Note, the terms of this Amendment will govern.

3.	Counterparts.

This Amendment may be executed simultaneously in any number of counterparts, each of which counterparts will be deemed to be an original and such counterparts will constitute but one and the same instrument.

IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

COMPANY: WYTEC INTERNATIONAL, INC.	STUART
By: /s/ William H. Gray	/s/ Christopher Stuart
William H. Gray, President	Christopher Stuart