iQSTEL Inc SEC Filings

IQSTEL Inc. has completed the creation of IQSTEL Operating Holdings Inc. (IOH), a wholly owned Nevada subsidiary effective July 2, 2026. IOH mirrors the parent’s board, management and governance and will hold substantially all operating subsidiaries and assets, while IQSTEL, Inc. remains the Nasdaq‑listed parent handling SEC reporting, capital markets and shareholder matters. The company states this holding company structure is intended to enhance financial transparency, support access to institutional financing and simplify future M&A, without changing existing shareholders, leadership or operating businesses.

Separately, IQSTEL reported preliminary net revenue of approximately $207 million for the first six months of 2026, up from $130 million a year earlier, reflecting about 59% year‑over‑year growth. Management notes revenue has historically been second‑half weighted and, together with the expected acquisition of a 51% interest in ULTRANET Telecom Group during the third quarter of 2026, expects to surpass a half‑billion‑dollar annual revenue run rate and exceed an $8 million annual EBITDA run rate. Based on ULTRANET’s audited results, the proposed transaction is expected to add roughly $130 million in annual revenue, $4.5 million in net income and $6 million in combined Adjusted EBITDA, and expand IQSTEL’s digital services reach across Africa.

iQSTEL Inc. entered into a Contribution Agreement with certain subsidiaries on July 8, 2026 as part of an internal corporate realignment. Specified assets, equity interests, and operations are being contributed into newly formed or existing subsidiaries to streamline the corporate structure and improve operational efficiency. The reorganization is intended to better align legal entities with business lines, including fintech, AI, and digital services operations. Management, the Board of Directors, and overall business operations remain unchanged, and the realignment is not expected to have a material impact on consolidated financial statements.

iQSTEL Inc. updated the employment agreements of its CEO, Leandro Jose Iglesias, and CFO, Álvaro Quintana Cardona. Mr. Iglesias’ monthly base salary increased from $31,000 to $37,800, effective immediately, incorporating a previously approved $6,800 monthly relocation allowance for his move to Cyprus. The Board also approved a two-month cash performance bonus for Mr. Iglesias tied to relocation expenses, under the terms of his existing agreement, and allowed annual performance bonuses for both executives to be paid any time starting fifteen days after the filing of the company’s Form 10-K.

Equity compensation terms were materially revised, subject to stockholder approval under Nasdaq Listing Rule 5635(c). Existing annual equity incentives of up to 1,000,000 common shares for the CEO and 800,000 common shares for the CFO were replaced with annual equity performance incentives of up to 50,000 Series B Preferred Shares per year for each. For fiscal 2025, the Board approved grants of 20,000 Series B Preferred Shares to Mr. Iglesias and 14,000 to Mr. Quintana Cardona, contingent on stockholder approval to be sought via a Schedule 14C Information Statement. No Series B Preferred Stock will be issued and the equity amendments will not take effect unless that approval is obtained.

IQSTEL Inc. obtained written consent from holders of approximately 51.23% of its voting power to approve two major actions without a shareholder meeting. First, the company approved, for Nasdaq Listing Rule 5635(d) purposes, issuing more than 19.99% of its pre-transaction common stock under a $50,000,000 equity line with M2B Funding Corp. and upon conversion and retroactive true-up of Series D Preferred Stock held in connection with ADI Funding arrangements, including ratifying any past issuances that may have exceeded the 20% threshold.

As of June 30, 2026, common shares outstanding were 9,631,709. The M2B facility allows discretionary puts at a 6% discount to the lowest VWAP over a six-day period, subject to an exchange cap, beneficial ownership limits, and other conditions, with up to $1,000,000 of commitment shares as a fee. Series D Preferred carries a 12% share-paid dividend, a 12.5:1 base conversion and a true-up adjustment capped at a 5x ratio, potentially leading to significant additional share issuances.

Second, under Nasdaq Listing Rule 5635(c), stockholders approved material amendments to CEO and CFO employment agreements, replacing prior common-stock incentives with up to 50,000 Series B Preferred Shares annually for each, and granting 20,000 Series B shares to the CEO and 14,000 to the CFO for FY‑2025. Series B Preferred carries a $81 per-share liquidation preference, a 24% in-kind dividend, and a 12.5:1 conversion ratio, all of which may dilute common shareholders over time.

IQSTEL Inc. has signed a Binding Memorandum of Understanding to acquire a 51% controlling interest in ULTRANET Telecom Group, described as the largest transaction in its history. Based on ULTRANET’s FY 2025 audited results, the deal is expected to add about $130 million in annual revenue and $4.5 million in annual net income, which management says would roughly quadruple IQSTEL’s net income from operations and push its revenue run rate above $500 million.

ULTRANET is projected to contribute $21 million in total assets, $13 million in shareholders’ equity, and to help drive combined Adjusted EBITDA to roughly $9 million, about halfway to IQSTEL’s stated $15 million EBITDA target. Strategically, ULTRANET adds operations in six African markets and expands IQSTEL’s reach toward roughly 30 countries, supporting a shift from traditional telecom into higher‑margin digital services delivered through a network reaching about 2.3 billion end users.

iQSTEL Inc. reported that its board approved an Amended and Restated Certificate of Designation for its Series B Preferred Stock. The amendment lets Series B holders convert into common stock at any time with five days’ written notice, instead of only at the end of a 12‑month term with a 60‑day notice period. Upon conversion, the company will now pay the converting holder the proportional accrued and unpaid dividends on the converted shares up to, but not including, the actual conversion date. Holders of a majority of outstanding Series B Preferred shares provided written consent, and the amended designation was filed with the Nevada Secretary of State on June 17, 2026.

iQSTEL Inc. announced that its Board has authorized a share repurchase program for up to 1,000,000 shares of common stock. The program has no expiration date and may be funded in whole or in part by cash dividends from its subsidiary QXTEL, with repurchases executed in the open market, through block trades, or privately negotiated deals under Rule 10b-18.

The Board also authorized the use of Rule 10b5-1 trading plans, allowing a third-party broker to repurchase shares during blackout periods, subject to pricing and volume limits. Management states the decision reflects confidence in the company’s financial strength and believes the current market valuation undervalues a platform serving more than 600 telecom operators and approximately 2.3 billion end users. The release also reiterates a Binding MOU to acquire 51% of Ultranet Telecom Group, which, based on Ultranet’s FY 2025 audited results, is expected to add about $4.5 million in annual net income and significantly enhance iQSTEL’s earnings profile.

iQSTEL Inc. has entered into a Binding Memorandum of Understanding to acquire a 51% controlling interest in Ultranet Telecom Group, a fast-growing telecom and technology business based in Ghana with operations across multiple African and international markets.

The agreed total consideration for the 51% stake is US$17.6 million, including US$7 million in staged initial cash payments and up to US$10.6 million in deferred, performance-based payments tied to Ultranet reaching specified net income targets over 24 months. The structure also includes a minimum normalized working capital of about US$3.35 million at closing and standard adjustments.

The transaction is expected to add approximately US$130 million in annual revenue and about US$4.5 million in net profit based on Ultranet’s FY 2025 audited results, pushing iQSTEL above a US$500 million annualized revenue run rate. Closing is targeted for Q3 2026, subject to due diligence, regulatory approvals in Ghana and Nigeria, definitive documentation, and other customary conditions.