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)

(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:

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

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

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

(d)       Exhibits

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)