09/09/2025 | Press release | Distributed by Public on 09/09/2025 14:09
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