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
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SECTION 1. REGISTRANTS BUSINESS AND OPERATIONS
| Item 1.01. | Entry into a Material Definitive Agreement. |
On or about March 5, 2026, effective as of January 1, 2026, Wytec International, Inc., a Nevada corporation (“Wytec”), entered into amendments (the “Amendments”) with 11 of its noteholders. The Amendments (i) extend the maturity date of, and (ii) waive any default with respect to, $490,000 of outstanding 9.5% secured convertible promissory notes (including $125,000 in principal amount of such notes held by Christopher Stuart, a director of Wytec) and $50,000 of outstanding unsecured convertible promissory notes (collectively, the “Notes”), from December 31, 2025 to December 31, 2026.
In consideration for the maturity date extension, Wytec agreed to (a) extend the expiration date of the warrants issuable upon the optional conversion of the Notes from December 31, 2025 to December 31, 2026 and (b) adjust the exercise price per share of such warrants from the greater of $5.00 or 85% of the 10-day moving average of Wytec’s public trading price (if Wytec’s securities are trading on the NASDAQ Capital Market) to $1.50, provided, that 10 days after Wytec’s common stock commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market, the exercise price will be the greater of (i) $1.50 or (ii) 85% of the 10-day moving average of Wytec’s public trading price as quoted on the public securities trading market on which Wytec’s common stock is then traded with the highest volume.
Copies of the form of amendment to secured convertible promissory note and the form of amendment to convertible promissory note are attached to this Report as Exhibits 10.1 and 10.2, respectively.
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 TRADING MARKETS
| 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 FORMA FINANCIALS & EXHIBITS
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | ||
| 10.2 | ||
| 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: April 2, 2026 | /s/ William H. Gray | |
| William H. Gray, Chief Executive Officer |
| 3 |
Exhibit 10.1
FIRST/SECOND AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE
This First/Second Amendment to Secured Convertible Promissory Note (the “First/Second Amendment”) is made and entered into as of March 5, 2026, effective as of January 1, 2026 (the “Effective Date”), by and between Wytec International, Inc., a Nevada corporation (the “Company”), and _______ a purchaser of a secured convertible promissory note pursuant to that certain Secured Convertible Promissory Note, dated __________ (the “Purchaser”), with respect to the following facts:
RECITALS
| A. | The Company and the Purchaser have entered into that certain secured convertible promissory note in the original principal amount of ___________, dated ____________ (the “Note”), issued by the Company to the Purchaser in accordance with the Company’s prior private placement of up to $[ ] of 9.5% secured convertible promissory notes. | |
| B. | The Company and the Purchaser desire to amend the Note as provided in this First/Second Amendment so that the Note will not be in default in consideration for adjusting the exercise price and extending the expiration date of warrants, if issued pursuant to Section 1(b) of the Note. | |
| C. | The terms used in this First/Second Amendment will have the meanings ascribed to them in the Note unless otherwise defined herein. |
NOW, THEREFORE, for one dollar and other good and valuable consideration, THE PARTIES HERETO AGREE AS FOLLOWS:
1.Amendment.
The Maturity Date of the Note is hereby extended from December 31, 2025 to December 31, 2026 and the Purchaser hereby waives any default of the Note through the Effective Date.
The exercise price of the Warrants, if issued pursuant to Section 1(b) of the Note, will be one dollar and fifty cents ($1.50), provided, that ten (10) days after the common stock of the Company commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market, the exercise price will be the greater of (i) one dollar and fifty cents ($1.50) or (ii) eighty-five percent (85%) of the 10-day moving average of the Company’s current public trading price as quoted on the public securities trading market on which the Company’s common stock is then traded with the highest volume.
The expiration date of the Warrants, if issued pursuant to Section 1(b) of the Note, will be December 31, 2026 instead of December 31, 2025.
| 2. | Effect of First/Second Amendment. |
The Note will remain in full force and effect except as specifically modified by this First/Second Amendment. In the event of any conflict between the First/Second Amendment and the Note, the terms of this First/Second Amendment will govern.
| 3. | Counterparts. |
This First/Second 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 First/Second Amendment is executed as of the date first above written.
| COMPANY: WYTEC INTERNATIONAL, INC. | PURCHASER |
| By: ___________________________ | ___________________________ |
| William H. Gray, President | |
Exhibit 10.2
SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
This Second Amendment to Convertible Promissory Note (the “Second Amendment”) is made and entered into as of March 5, 2026, effective as of January 1, 2026 (the “Effective Date”), by and between Wytec International, Inc., a Nevada corporation (the “Company”), and ______________, a purchaser of an unsecured convertible promissory note pursuant to that certain Promissory Note, dated ___________, as amended on ____________ (the “Lender”), with respect to the following facts:
RECITALS
| A. | The Company and the Lender have entered into that certain unsecured convertible promissory note in the original principal amount of $________, dated ___________, as amended on ____________ (the “Note”). | |
| B. | The Company and the Lender desire to amend the Note as provided in this Second Amendment so that the Note will not go into default in consideration for adjusting the exercise price and extending the expiration date of warrants, if issued pursuant to Section 1 of the Note. | |
| C. | The terms used in this Second Amendment will have the meanings ascribed to them in the Note unless otherwise defined herein. |
NOW, THEREFORE, for one dollar and other good and valuable consideration, THE PARTIES HERETO AGREE AS FOLLOWS:
1.Amendment.
The Maturity Date of the Note is hereby extended from December 31, 2025 to December 31, 2026 and the Purchaser hereby waives any default of the Note through the Effective Date.
The exercise price of the Warrants, if issued pursuant to Section 1 of the Note, will be one dollar and fifty cents ($1.50), provided, that ten (10) days after the common stock of the Company commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market, the exercise price will be the greater of (i) one dollar and fifty cents ($1.50) or (ii) eighty-five percent (85%) of the 10-day moving average of the Company’s current public trading price as quoted on the public securities trading market on which the Company’s common stock is then traded with the highest volume.
The expiration date of the Warrants, if issued pursuant to Section 1 of the Note, will be December 31, 2026 instead of December 31, 2025.
| 2. | Effect of Second Amendment. |
The Note will remain in full force and effect except as specifically modified by this Second Amendment. In the event of any conflict between the Second Amendment and the Note, the terms of this Second Amendment will govern.
| 3. | Counterparts. |
This Second 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 Second Amendment is executed as of the date first above written.
| COMPANY: WYTEC INTERNATIONAL, INC. | LENDER |
| By: ___________________________ | ___________________________ |
| William H. Gray, President | |