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IQST - IQSTEL and Cycurion - CYCU Execute $1 Million Stock Exchange, Announce Dividend Distribution and Strategic AI Cybersecurity Alliance

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IQSTEL (NASDAQ: IQST) and Cycurion (NASDAQ: CYCU) have executed a $1 million stock exchange agreement to strengthen their strategic AI cybersecurity alliance. Each company will issue $1 million worth of common stock to the other, with share prices based on Nasdaq closing prices as of September 2, 2025.

In a significant move for shareholders, both companies plan to distribute up to 50% of received shares as stock dividends to their respective shareholders, effectively making investors co-owners of both companies. The combined entity represents over 30,000 shareholders with weekly market liquidity in the millions.

The alliance aims to develop AI-driven cybersecurity solutions by combining IQSTEL's global telecom platform and AI technologies with Cycurion's cybersecurity expertise and government market presence.

IQSTEL (NASDAQ: IQST) e Cycurion (NASDAQ: CYCU) hanno stipulato un accordo di scambio azionario da 1 milione di dollari per rafforzare la loro alleanza strategica nel campo della cybersecurity basata su AI. Ciascuna società emetterà azioni ordinarie per un valore di 1 milione di dollari verso l'altra, con il prezzo per azione determinato sui prezzi di chiusura Nasdaq del 2 settembre 2025.

In una mossa rilevante per gli azionisti, entrambe le società prevedono di distribuire fino al 50% delle azioni ricevute come dividendi in azioni ai propri azionisti, rendendo di fatto gli investitori co-proprietari di entrambe le società. L'entità combinata conta oltre 30.000 azionisti e mostra una liquidità settimanale che si misura in milioni.

L'alleanza punta a sviluppare soluzioni di cybersecurity guidate dall'intelligenza artificiale, combinando la piattaforma telecom globale e le tecnologie AI di IQSTEL con l'esperienza in cybersecurity e la presenza nel mercato governativo di Cycurion.

IQSTEL (NASDAQ: IQST) y Cycurion (NASDAQ: CYCU) han firmado un acuerdo de intercambio de acciones por 1 millón de dólares para fortalecer su alianza estratégica en ciberseguridad con IA. Cada compañía emitirá acciones ordinarias por valor de 1 millón de dólares a la otra, con el precio por acción basado en los cierres del Nasdaq del 2 de septiembre de 2025.

En un movimiento significativo para los accionistas, ambas empresas planean distribuir hasta el 50% de las acciones recibidas como dividendos en acciones a sus respectivos accionistas, convirtiendo a los inversores en copropietarios de las dos compañías. La entidad combinada reúne a más de 30.000 accionistas y presenta una liquidez semanal de varios millones.

La alianza tiene como objetivo desarrollar soluciones de ciberseguridad impulsadas por IA, combinando la plataforma telecom global y las tecnologías de IA de IQSTEL con la experiencia en ciberseguridad y la presencia en el mercado gubernamental de Cycurion.

IQSTEL (NASDAQ: IQST)Cycurion (NASDAQ: CYCU)은 전략적 AI 사이버보안 제휴를 강화하기 위해 100만 달러 규모의 주식 교환 계약을 체결했습니다. 양사는 각각 상대 회사에 100만 달러 상당의 보통주를 발행하며, 주당 가격은 2025년 9월 2일 나스닥 종가를 기준으로 산정됩니다.

주주들에게 중요한 조치로, 양사는 수령한 주식의 최대 50%를 주식 배당으로 배분할 계획이며, 이를 통해 투자자들은 양사의 공동 소유자가 됩니다. 결합된 기업 집단은 30,000명 이상의 주주를 보유하고 주간 거래 유동성은 수백만 달러 규모입니다.

이번 제휴는 IQSTEL의 글로벌 통신 플랫폼과 AI 기술을 Cycurion의 사이버보안 전문성 및 정부 시장 기반과 결합해 AI 기반의 사이버보안 솔루션을 개발하는 것을 목표로 합니다.

IQSTEL (NASDAQ: IQST) et Cycurion (NASDAQ: CYCU) ont conclu un accord d'échange d'actions d'un montant de 1 million de dollars afin de renforcer leur alliance stratégique en cybersécurité basée sur l'IA. Chaque société émettra à l'autre des actions ordinaires pour un montant de 1 million de dollars, le prix par action étant basé sur les cours de clôture du Nasdaq au 2 septembre 2025.

De manière significative pour les actionnaires, les deux sociétés prévoient de distribuer jusqu'à 50 % des actions reçues sous forme de dividendes en actions à leurs actionnaires respectifs, faisant des investisseurs des copropriétaires des deux entreprises. L'entité combinée représente plus de 30 000 actionnaires et une liquidité hebdomadaire se chiffrant en millions.

L'alliance vise à développer des solutions de cybersécurité pilotées par l'IA en combinant la plateforme télécom mondiale et les technologies IA d'IQSTEL avec l'expertise en cybersécurité et la présence sur le marché gouvernemental de Cycurion.

IQSTEL (NASDAQ: IQST) und Cycurion (NASDAQ: CYCU) haben eine Aktien-Tauschvereinbarung im Umfang von 1 Million US-Dollar unterzeichnet, um ihre strategische KI-Cybersicherheitsallianz zu stärken. Jede Gesellschaft wird der anderen Stammaktien im Wert von 1 Million US-Dollar ausgeben; der Aktienpreis richtet sich nach den Nasdaq-Schlusskursen vom 2. September 2025.

Für Aktionäre bedeutsam ist, dass beide Unternehmen planen, bis zu 50 % der erhaltenen Aktien als Aktiendividenden an ihre jeweiligen Aktionäre auszuschütten, wodurch Investoren faktisch Miteigentümer beider Firmen werden. Das kombinierte Gebilde umfasst über 30.000 Aktionäre und weist eine wöchentliche Liquidität in Millionenhöhe auf.

Ziel der Allianz ist die Entwicklung KI-basierter Cybersicherheitslösungen durch die Kombination von IQSTELs globaler Telekom-Plattform und KI-Technologien mit Cycurions Cybersecurity-Expertise und Präsenz im Regierungssektor.

Positive
  • Strategic $1 million mutual stock exchange creates aligned ownership structure
  • Up to 50% of received shares will be distributed as dividends to shareholders
  • Combined shareholder base of over 30,000 with millions in weekly market liquidity
  • Cross-selling opportunities across 600+ telecom operators worldwide
  • Synergistic combination of IQSTEL's AI tech and Cycurion's cybersecurity expertise
Negative
  • Stock exchange and dividend distribution still pending regulatory approvals
  • Final share quantities yet to be determined based on pricing calculations
  • Integration and collaboration success remains uncertain

Insights

IQST and CYCU formalize a $1M stock exchange with dividends, creating mutual ownership and strategic AI cybersecurity alliance.

IQSTEL (IQST) and Cycurion (CYCU) have formalized their $1 million stock exchange, creating a mutual equity structure that solidifies their strategic alliance in AI-driven cybersecurity. The transaction involves each company issuing $1 million worth of common stock to the other, with share calculations based on the Nasdaq closing prices as of September 2, 2025.

The most significant aspect for investors is the planned dividend distribution where each company intends to distribute up to 50% of received shares as stock dividends to their respective shareholders. This effectively makes IQSTEL shareholders partial owners of Cycurion and vice versa, creating aligned incentives across both companies' combined 30,000+ shareholder base.

The structure of this deal is particularly noteworthy as it's designed to exclude short sellers from dividend eligibility, potentially creating a positive catalyst for both stocks. The transaction represents more than just a financial arrangement – it's a strategic alignment combining IQSTEL's global telecom platform (with connections to 600+ telecom operators) and Cycurion's cybersecurity expertise, particularly in government markets.

This cross-ownership model creates significant potential for revenue synergies through cross-selling. Cycurion gains access to IQSTEL's global telecom client base for its cybersecurity products, while IQSTEL can leverage Cycurion's government relationships and cybersecurity expertise. The companies plan to develop new AI-driven cybersecurity solutions that combine their respective technological strengths.

While the strategic rationale appears sound, investors should note that full implementation depends on pending regulatory approvals. The exact timing of the dividend distribution and the final share counts remain to be determined, with both companies committed to making additional announcements once these details are finalized.

Shares will be calculated based on September 2, 2025, and planned to be issued within 30 days. Each company will distribute up to 50% of the received shares as a stock dividend, making IQSTEL shareholders co-owners of Cycurion and Cycurion shareholders co-owners of IQSTEL.

NEW YORK, Sept. 3, 2025 /PRNewswire/ -- IQSTEL Inc. (NASDAQ: IQST) ("IQSTEL") and Cycurion Inc. (NASDAQ: CYCU) ("Cycurion") today announced the execution of their previously announced $1 million stock exchange, finalizing the mutual equity agreement that aligns both companies and strengthens their alliance to build a next-generation AI-driven cybersecurity powerhouse.

Under the terms of the agreement, each company will issue $1 million worth of its common stock to the other. The number of shares will be calculated by dividing USD $1,000,000 by the applicable per-share price of the issuing company's common stock. The per-share price will be the lower of:

(i) the Nasdaq Official Closing Price on the trading day immediately preceding the execution of the agreement (September 2, 2025), or

(ii) the average Nasdaq Official Closing Price over the five consecutive trading days immediately preceding September 2, 2025.

The exact number of IQSTEL and Cycurion shares to be issued will be confirmed in writing by both parties.

Note: Both parties will complete all necessary regulatory approvals for the issuance and distribution of the dividends and will make a proper public announcement once approvals are obtained.

Dividend Distribution – Enhancing Shareholder Value

Consistent with the agreement, each company plans to distribute up to 50% of the shares it receives as a stock dividend to its shareholders.

  • IQSTEL shareholders will receive Cycurion shares as a dividend.
  • Cycurion shareholders will receive IQSTEL shares as a dividend.

This dividend effectively transforms investors of each company into co-owners of both businesses, creating stronger alignment and reinforcing the alliance's long-term potential. The record date for the dividend will be announced later in a joint communication once the definitive regulatory steps are completed. Importantly, short sellers will not be entitled to the dividend.

Unlocking Shareholder Value

We believe this stock exchange cements the foundation of a mutual equity structure designed to align long-term interests, foster cross-selling opportunities, and maximize value creation. Together, IQSTEL and Cycurion represent a combined shareholder base of over 30,000 shareholders and weekly market liquidity in the millions of U.S. dollars.

"This transaction is transformative for both companies," said Leandro Iglesias, CEO of IQSTEL. "By delivering immediate value through the planned dividend distribution and aligning our equity structures, we are setting a new standard for collaboration in AI-driven cybersecurity and connectivity."

L. Kevin Kelly, CEO of Cycurion, added: "Finalizing this stock exchange unlocks the next phase of our collaboration. As equity partners, our strengths in U.S. government markets and global telecom will create powerful synergies for innovation and growth."

Complementary Strengths – Powerful Synergies

  • IQSTEL brings a global business platform in telecommunications, fintech, AI, and digital services, with established relationships across 600+ telecom operators worldwide.
  • Cycurion contributes deep expertise in AI-driven cybersecurity with a strong foothold in the U.S. and government markets.

Together, the companies will:

  • Develop and launch a state of the art AI-driven cybersecurity solution, combining IQSTEL's AI proprietary technologies with Cycurion's cybersecurity expertise.
  • Cross-sell services, giving IQSTEL the ability to bring Cycurion's cybersecurity products to its telecom clients worldwide, while Cycurion gains access to IQSTEL's fintech and AI-driven offerings.
  • Accelerate product innovation through integrated R&D efforts, bringing next-gen cybersecurity and AI solutions to market faster.

Looking Ahead

This executed transaction marks only the beginning of IQSTEL and Cycurion's mutual equity journey. Both companies continue to explore opportunities for deeper collaboration, including joint ventures, expanded AI R&D, and new go-to-market strategies designed to scale revenues and capture additional market share.

About Cycurion Inc.

Based in McLean, Virginia, Cycurion (NASDAQ: CYCU) is a forward-thinking provider of IT cybersecurity solutions and AI, committed to delivering secure, reliable, and innovative services to clients worldwide. Specializing in cybersecurity, program management, and business continuity, Cycurion harnesses its AI-enhanced ARx platform and expert team to empower clients and safeguard their operations. Along with its subsidiaries, Axxum Technologies, Cloudburst Security, and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future.

More info: www.cycurion.com

About IQSTEL Inc.

IQSTEL Inc. (NASDAQ: IQST) is a Global Connectivity, AI, & Digital Corporation providing advanced solutions across Telecom, High-Tech Telecom Services, Fintech, AI-Propietary Solutions, and Cybersecurity. With operations in 21 countries and a team of 100 employees, IQSTEL serves a broad global customer base with high-value, high-margin services. Backed by a strong and scalable business platform, the company is forecasting $340 million in revenue for FY-2025, reinforcing its trajectory toward becoming a $1 billion tech-driven enterprise by 2027.

Use of Non-GAAP Financial Measures: The Company uses certain financial calculations such as Adjusted EBITDA, Return on Assets and Return on Equity as factors in the measurement and evaluation of the Company's operating performance and period-over-period growth. The Company derives these financial calculations on the basis of methodologies other than generally accepted accounting principles ("GAAP"), primarily by excluding from a comparable GAAP measure certain items the Company does not consider to be representative of its actual operating performance. These financial calculations are "non-GAAP financial measures" as defined under the SEC rules. The Company uses these non-GAAP financial measures in operating its business because management believes they are less susceptible to variances in actual operating performance that can result from the excluded items, other infrequent charges and currency fluctuations. The Company presents these financial measures to investors because management believes they are useful to investors in evaluating the primary factors that drive the Company's core operating performance and provide greater transparency into the Company's results of operations. However, items that are excluded and other adjustments and assumptions that are made in calculating these non-GAAP financial measures are significant components in understanding and assessing the Company's financial performance. These non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, the Company's GAAP financial measures. Further, because these non-GAAP financial measures are not determined in accordance with GAAP, and are thus susceptible to varying calculations, the non-GAAP financial measures, as presented, may not be comparable to other similarly-titled measures of other companies.

Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Adjusted EBITDA excludes, in addition to non-operational expenses like interest expenses, taxes, depreciation and amortization; items that we believe are not indicative of our operating performance, such as:

  • Change in Fair Value of Derivative Liabilities: These adjustments reflect unrealized gains or losses that are non-operational and subject to market volatility.
  • Loss on Settlement of Debt: This represents non-recurring expenses associated with specific financing activities and does not impact ongoing business operations.
  • Stock-Based Compensation: As a non-cash expense, this adjustment eliminates variability caused by equity-based incentives.

The Company believes Adjusted EBITDA offers a clearer view of the cash-generating potential of its business, excluding non-recurring, non-cash, and non-operational impacts. Management believes that Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors.

Safe Harbor Statement: Statements in this news release may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other information relating to our future activities or other future events or conditions. Words such as "anticipate," "believe," "estimate," "expect," "intend", "could" and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates, and projections about our business based partly on assumptions made by management. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully market our products and services; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our ability to complete complementary acquisitions and dispositions that benefit our company; our success establishing and maintaining collaborative, strategic alliance agreements with our industry partners; our ability to comply with applicable regulations; our ability to secure capital when needed; and the other risks and uncertainties described in our prior filings with the Securities and Exchange Commission.

These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may and are likely to differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release, and IQSTEL Inc. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.

For more information, please visit www.IQSTEL.com.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/iqst---iqstel-and-cycurion--cycu-execute-1-million-stock-exchange-announce-dividend-distribution-and-strategic-ai-cybersecurity-alliance-302544466.html

SOURCE iQSTEL

FAQ

What is the value of the stock exchange between IQSTEL (IQST) and Cycurion (CYCU)?

The stock exchange is valued at $1 million from each company, with each issuing $1 million worth of common stock to the other.

How will the IQST and CYCU stock dividend distribution work?

Each company will distribute up to 50% of the received shares as stock dividends to their shareholders, making IQSTEL shareholders co-owners of Cycurion and vice versa.

When will the IQST and CYCU stock exchange and dividend distribution take place?

The shares are planned to be issued within 30 days of September 2, 2025, pending regulatory approvals. The dividend record date will be announced later.

What are the strategic benefits of the IQST and CYCU alliance?

The alliance combines IQSTEL's global telecom platform and AI technologies with Cycurion's cybersecurity expertise to develop advanced AI-driven security solutions and enable cross-selling opportunities across 600+ telecom operators.

How will the IQST and CYCU stock exchange price be determined?

The share price will be the lower of either the Nasdaq Official Closing Price on September 2, 2025, or the average closing price over the five preceding trading days.
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