iQSTEL (IQST) SEC Filings

iQSTEL Inc. amended its GlobeTopper purchase agreement with Craig Span, the Seller, replacing $500,000 originally payable in restricted common shares—which had not been issued—with an additional $500,000 cash obligation under the amended note.

The Company must pay $80,000 within five business days after execution, then six $70,000 installments on the first business day of each consecutive calendar month following the month of the initial payment. The obligation is secured by collateral including GlobeTopper’s 51% membership interest, held by wholly owned IQSTEL Operating Holdings. After specified notice and cure periods for nonpayment, the Seller may accelerate unpaid installments and pursue remedies, including foreclosure, or elect rescission. Upon completed rescission, the Company or its subsidiary must reconvey the 51% interest within 10 business days; the Seller need not return amounts received, and the unpaid balance is forgiven.

Separate company updates reported July net revenue of $37.5 million and a $450 million annualized run rate, calculated by multiplying July revenue by 12—not revenue already earned or a revised full-year forecast. IQSTEL said July results support its $430 million full-year revenue objective. Its planned Ultranet acquisition is expected to add $4.5 million in net income, subject to completion and subsequent operating performance.

iQSTEL Inc. (IQST) reported a new strategic digital initiative built on its global telecom platform and disclosed strong preliminary revenue growth for the first half of 2026. The company has entered a strategic partnership with IDILIO TV, a Spanish-language microdrama platform, and set a corporate objective to secure mobile-operator distribution channels reaching a potential audience of about 40 million mobile users by Q2 2027 for the IDILIO TV service. Using an assumed 1.25% penetration rate, the company provides an illustrative example of 500,000 gross paying subscribers by year-end 2027, explicitly stating this is not guidance, a forecast or an existing base.

iQSTEL plans to use its existing relationships with more than 600 telecom operators across 24 countries, which collectively provide potential access to about 2.3 billion end users, to distribute higher-margin digital services via direct carrier billing and bundled offers. This initiative is part of a broader EBITDA and margin expansion strategy focused on premium digital content and other higher-margin services. iQSTEL also reported preliminary, unaudited revenue of approximately $207 million for the first half of 2026, compared with about $130 million in the prior-year period, with the company noting these figures remain subject to customary review procedures.

iQSTEL Inc. (IQST) filed an amended quarterly report for the period ended June 30, 2026 to correct the stated conversion rates of its Series B and Series D Preferred Stock in the stockholders’ equity note; no other disclosures were changed.

For the quarter, revenues were $109.1 million, up from $72.2 million a year earlier, and six‑month revenues were $207.0 million versus $129.8 million, driven mainly by the Telecom division (87% of revenue), with Fintech (GlobeTopper) contributing 13%.

Despite higher gross profit ($4.8 million vs. $3.8 million for six months), the company recorded a six‑month net loss of $3.8 million and negative operating cash flow of $1.7 million. Management states that recurring losses, negative operating cash flows, and insufficient established revenue to cover operating costs raise substantial doubt about its ability to continue as a going concern. Liquidity actions include high‑interest promissory notes and a new Equity Purchase Agreement allowing up to $50 million of common stock sales over up to 60 months.

iQSTEL Inc. (IQST) reported sharply higher sales but continued losses for the six months ended June 30, 2026. Revenue rose to $206.99 million from $129.82 million a year earlier, driven mainly by its Telecom division (87% of revenue) and contributions from its Fintech/gift-card business (13%). Gross profit increased to $4.83 million, but operating expenses of $6.91 million led to an operating loss of $2.08 million.

Net loss attributable to iQSTEL was $3.98 million for the six months, compared with $3.56 million in the prior-year period. Cash used in operations was $1.67 million, leaving cash of $2.09 million at June 30, 2026. Total assets were $48.19 million and total liabilities $31.01 million, for equity of $17.18 million. The company discloses substantial doubt about its ability to continue as a going concern due to recurring losses and negative operating cash flow, and notes reliance on external financing, including a new $50 million Equity Purchase Agreement and high-interest (24%) short-term promissory notes.

iQSTEL Inc. filed a notification that it will be late in submitting its Quarterly Report on Form 10-Q for the period ended June 30, 2026. The company states it could not timely compile all required financial statement information and related disclosures without unreasonable effort or expense.

iQSTEL expects to file the Form 10-Q on or before August 18, 2026, within the extended deadline permitted under Rule 12b-25. The notice is signed by Chief Executive Officer Leandro Iglesias as the duly authorized officer.

IQSTEL Inc. obtained written consents from holders of approximately 51.23% of its voting power to approve several actions without a shareholder meeting. The first authorizes, for Nasdaq Listing Rule 5635(d) purposes, issuances of common stock in excess of 19.99% of shares outstanding in connection with a $50,000,000 M2B Funding equity line and conversions of Series D Preferred Stock held by ADI Funding, including retroactive "true-up" adjustments that may increase past issuances. The second, under Nasdaq Listing Rule 5635(c), approves material amendments to the employment agreements of CEO Leandro Iglesias and CFO Álvaro Quintana Cardona to replace prior common‑stock incentives with Series B Preferred Stock and to grant FY‑2025 awards of 20,000 and 14,000 Series B Preferred Shares, respectively.

The M2B facility allows IQSTEL, at its discretion, to sell shares at a 6% discount to the lowest VWAP during a pricing period, within volume and ownership caps, and includes $1,000,000 in commitment shares. Series D Preferred carries a 12% stock dividend and a conversion formula with a maximum true‑up ratio of 5. Series B Preferred provides a 24% in‑kind dividend on an $81 liquidation preference and is convertible into 12.5 common shares per preferred share, subject to leak‑out limits. The company highlights that these structures can significantly dilute existing common shareholders and potentially pressure the share price. No dissenter’s rights are available.

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.