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):
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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).
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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 “1800 Diagonal SPA”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), which closed on March 3, 2026, pursuant to which Wytec sold 1800 Diagonal a promissory note in the principal amount of $71,300 (the “1800 Diagonal Note”). The 1800 Diagonal Note included an original issue discount of $9,300 and was purchased for an aggregate of $62,000. A one-time interest charge of 12% was applied to the principal amount on the issuance date of the 1800 Diagonal Note in the amount of $8,556. The 1800 Diagonal Note has a maturity date of December 30, 2026 and is payable as follows: $39,928 on August 30, 2026; $9,982 on September 30, 2026; $9,982 on October 30, 2026; $9,982 on November 30, 2026; and $9,982 on December 30, 2026. Wytec has the right to prepay the 1800 Diagonal 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 1800 Diagonal Note within 180 calendar days following the issuance date of the 1800 Diagonal Note. The 1800 Diagonal SPA contains customary terms and conditions.
In the event of a default on the 1800 Diagonal Note, the outstanding principal and accrued and unpaid interest amount of the 1800 Diagonal Note will be increased by 150% and the 1800 Diagonal Note will accrue interest at a rate of 22% per annum. Additionally, in the event of a default on the 1800 Diagonal Note, 1800 Diagonal will have the option, exercisable in its sole discretion, to convert the 1800 Diagonal 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 1800 Diagonal 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 1800 Diagonal SPA and 1800 Diagonal Note is not complete and is qualified in its entirety by the full text of the 1800 Diagonal SPA and 1800 Diagonal 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 with 1800 Diagonal Lending LLC | |
| 10.2 | ||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document). |
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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: March 9, 2026 | /s/ William H. Gray | |
| William H. Gray, Chief Executive Officer |
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