Note Supplement

SUPPLEMENT DATED SEPTEMBER 7, 2023 TO THE

EXECUTIVE SUMMARY, DATED FEBRUARY 1, 2023

WYTEC INTERNATIONAL, INC.

$25,000,000

9.5% SECURED CONVERTIBLE PROMISSORY NOTES

The terms utilized in this Supplement have the meanings ascribed to them in the Executive Summary, dated February 1, 2023 (the “Executive Summary”), unless otherwise defined in this Supplement.

Please be advised that the following paragraphs have been added to the section of the Executive Summary entitled “Terms of the Offering” as follows:

Upon the automatic conversion of Wytec’s 9.5% Secured Convertible Promissory Notes into Wytec’s commons shares, the Company hereby makes an offer to purchase the converted shares at $8.00 per share within 30 days of the Company’s listing on the Nasdaq Capital Markets or higher. The purchase offer is contingent on the following.

  1. The purchase request must be made within 30 days of the Company’s public listing.
  2. The Company has completed a successful draw of at least $15 Million from its current contract with Global Emerging Markets (GEM).
  3. The offering price of $8.00 per share is subject to the Company obtaining, on a 15-day moving average, at least $15.00 per share or higher immediately preceding the purchase request from the shareholder.
  4. The purchase request is only available to those that participate in the “Optional Conversion”.

The Company’s purchase offer terminates 30 days from the first day of trading of Wytec’s commons shares on the Nasdaq Capital Markets or higher.

Note: The current Note Program allows our Note Holders two different options. (See Note Options). Option 1 is an automatic conversion into Wytec’s common shares at the rate equal to price per share in the public offering. Option 2 allows the Note Holder to convert into the Company’s shares at $5.00 per share and receive equivalent warrants if converted prior to the public offering. It should be noted that the Buy-back Offer is exclusively available to Note Holders that “convert” their Notes to Wytec’s common shares prior to the first day of trading.

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