true
Add exhibit to the exhibit list
2025
FY
--12-31
0001527702
0001527702
2025-01-01
2025-12-31
0001527702
2025-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ☒ |
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
|
| |
For the fiscal year ended December 31, 2025 |
| |
|
| ☐ |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
|
| |
For the transition period from _________ to ________ |
| |
|
| |
Commission file number: 001-42644 |
| IQSTEL Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
45-2808620 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
300 Aragon Avenue, Suite 375
Coral Gables, FL |
33134 |
| (Address of principal executive offices) |
(Zip Code) |
| Registrant’s telephone number: (954) 951-8191 |
|
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
IQST |
|
The Nasdaq Capital Market
|
| |
|
| |
|
Securities registered under Section 12(g) of the Exchange Act:
|
| Title of each class |
| Common Stock, par value of $0.001 |
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
| ☐ Large
accelerated filer |
☐ Accelerated
filer |
| ☒ Non-accelerated
Filer |
☒
Smaller reporting company |
| |
☐
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and
attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. [ ]
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price
of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter $33,157,217.
Explanatory Note
iQSTEL Inc. (the “Company,” “we,” “us,”
or “our”) is filing this Amendment No. 1 on Form 10-K/A to our Report on Form 10-K for the fiscal year ended December 31,
2025 (the “Report”) for the purpose of including Exhibit 97.1, a copy of the Company’s Clawback Policy, as required
under SEC Rule 10D-1.
As required by Rule 12b-15 under the Exchange Act, new certifications
by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Form 10-K/A
pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Form 10-K/A and this
Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the
certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including
certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, no other amendments are being made to this
Report. This Form 10-K/A does not reflect events occurring after the April 21, 2026, filing of our Report or modify or update the disclosure
contained in the Report in any way other than as required to reflect the amendments discussed above and reflected below.
PART IV
Item 15. Exhibits, Financial Statements Schedules
| |
|
(a) Financial Statements and Schedules |
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
| Exhibit No. |
|
Description of Exhibit |
| Exhibit 2.1 |
|
Membership
Interest Purchase Agreement(1) |
| Exhibit 2.2 |
|
Memorandum
of Understanding and Shareholders Agreement dated February 21, 2020(5) |
| Exhibit 2.3 |
|
Memorandum
of Understanding and Shareholders Agreement dated February 12, 2020(6) |
| Exhibit 2.4 |
|
Company
Purchase Agreement, dated April 1, 2019(11) |
| Exhibit 2.5 |
|
Share
Purchase Agreement, dated January 19, 2024(23) |
| Exhibit 2.6 |
|
Purchase
Company Agreement, dated May 10, 2024(26) |
| Exhibit 2.7 |
|
Second
Amendment to Share Purchase Agreement, dated June 27, 2024(27) |
| Exhibit 3.1 |
|
Articles
of Incorporation of the Registrant(2) |
| Exhibit 3.2 |
|
Certificate
of Amendment(3) |
| Exhibit 3.3 |
|
Certificate
of Amendment(18) |
| Exhibit 3.4 |
|
Certificate
of Designation(20) |
| Exhibit 3.5 |
|
Certificate
of Designation(21) |
| Exhibit 3.6 |
|
Certificate
of Designation(22) |
| Exhibit 3.7 |
|
Amended
and Restated Bylaws of the Registrant(19) |
| Exhibit 3.8 |
|
Certificate
of Change, dated May 1, 2025(31) |
| Exhibit 3.9 |
|
Certificate
of Amendment, dated September 16, 2025(36) |
| Exhibit 3.10 |
|
Second
Amended and Restated Certificate of Designation for Series D Preferred Stock(38) |
| Exhibit 3.11 |
|
Third
Amended and Restated Certificate of Designation for Series D Preferred Stock(39) |
| Exhibit 4.1 |
|
Amendment
#2 to the Crown Capital Note dated March 2, 2020(4) |
| Exhibit 4.2 |
|
Amendment
#2 to the Auctus Fund Note dated March 2, 2020(4) |
| Exhibit 4.2 |
|
Amendment
#1 to the Labrys Fund Note dated February 11, 2020(7) |
| Exhibit 4.3 |
|
Amendment
#1 to the Apollo Note dated December 23, 2019(8) |
| Exhibit 4.4 |
|
Amendment
#1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.5 |
|
Amendment
#1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.6 |
|
Amendment
#1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.7 |
|
Amendment
#1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.8 |
|
Amendment
#1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.9 |
|
Amendment
#1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.10 |
|
Amendment
#1 to the Crown Capital Note dated December 23, 2019(8) |
| Exhibit 4.11 |
|
Amendment
#1 to the Auctus Fund Note dated January 1, 2020(8) |
| Exhibit 4.12 |
|
Senior
Secured Convertible Promissory Note to Labrys Fund dated December 3, 2019(9) |
| Exhibit 4.13 |
|
Purchase
Company Agreement, dated April 21, 2022(12) |
| Exhibit 4.14 |
|
Purchase
Company Agreement, dated May 6, 2022(13) |
| Exhibit 4.15 |
|
Common
Stock Purchase Option with Apollo dated April 5, 2022(14) |
| Exhibit 4.16 |
|
Amended
Common Stock Purchase Option with Apollo dated September 29, 2022(15) |
| Exhibit 4.17 |
|
Secured
Convertible Promissory Note, dated January 24, 2024(23) |
| Exhibit 4.18 |
|
Common
Stock Purchase Option, dated February 12, 2024(24) |
| Exhibit 4.19 |
|
Common
Stock Purchase Option, dated January 14, 2025(30) |
| Exhibit 10.1 |
|
Conversion
Agreement with Carmen Cabell(1) |
| Exhibit 10.2 |
|
Conversion
Agreement with Patrick Gosselin(1) |
| Exhibit 10.3 |
|
Conversion
Agreement with Mark Engler(1) |
| Exhibit 10.4 |
|
Employment
Agreement with Leandro Iglesias(1) |
| Exhibit 10.5 |
|
Employment
Agreement with Alvaro Quintana Cardona(1) |
| Exhibit 10.6 |
|
Employment
Agreement with Juan Carlos Lopez Silva(1) |
| Exhibit 10.7 |
|
Forbearance
Agreement dated December 12, 2019(8) |
| Exhibit 10.8 |
|
Temporary
Forbearance Agreement dated December 18, 2019(8) |
| Exhibit 10.9 |
|
Securities
Purchase Agreement, dated December 3, 2019(9) |
| Exhibit 10.10 |
|
Employment
and Indemnification Agreements with Leandro Iglesias, dated May 2, 2019(10) |
| Exhibit 10.11 |
|
Employment
and Indemnification Agreements with Alvaro Quintana, dated May 2, 2019(10) |
| Exhibit 10.12 |
|
Employment
and Indemnification Agreements with Juan Carlos Lopez Silva, dated May 2, 2019(10) |
| Exhibit 10.13 |
|
Registration
Rights Agreement with ADI Funding dated April 5, 2022(16) |
| Exhibit 10.14 |
|
Securities
Purchase Agreement, dated January 24, 2024(23) |
| Exhibit 10.15 |
|
Registration
Rights Agreement with M2B Funding Corp., dated January 24, 2024(23) |
| Exhibit 10.16 |
|
Security
Agreement, dated January 24, 2024(23) |
| Exhibit 10.17 |
|
Amended
and Restated Employment Agreement with Mr. Iglesias, dated February 29, 2024(25) |
| Exhibit 10.18 |
|
Amended
and Restated Indemnification Agreement with Mr. Iglesias, dated February 29, 2024(25) |
| Exhibit 10.19 |
|
Amended
and Restated Employment Agreement with Mr. Cardona, dated February 29, 2024(25) |
| Exhibit 10.20 |
|
Amended
and Restated Indemnification Agreement with Mr. Cardona, dated February 29, 2024(25) |
| Exhibit 10.21 |
|
Memorandum
of Understanding, dated October 18, 2024(28) |
| Exhibit 10.22 |
|
Memorandum
of Understanding, dated November 1, 2024(29) |
| Exhibit 10.23 |
|
Stock
Purchase Agreement, dated January 14, 2025(30) |
| Exhibit 10.24 |
|
Registration
Rights Agreement, dated January 14, 2025(30) |
| Exhibit 10.25 |
|
Unit
Purchase Agreement, dated May 29, 2025(32) |
| Exhibit 10.26 |
|
Amendment
to Employment Agreement with Leandro Iglesias, dated June 23, 2025(33) |
| Exhibit 10.27 |
|
Amendment
to Employment Agreement with Alvaro Quintana Cardona, dated June 23, 2025(33) |
| Exhibit 10.28 |
|
Debt
Exchange Agreement, dated June 30, 2025 with ADI Funding, LLC(34) |
| Exhibit 10.29 |
|
Debt
Exchange Agreement, dated June 30, 2025 with M2B Funding Corp.(34) |
| Exhibit 10.30 |
|
Stock-For-Stock
Exchange Agreement, dated September 2, 2025(35) |
| Exhibit 10.31 |
|
Amendment
No. 1 to Stock-For-Stock Exchange Agreement, dated September 26, 2025(37) |
| Exhibit 14.1 |
|
Code
of Business Conduct and Ethics(17) |
| Exhibit 31.1** |
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 31.2** |
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| Exhibit
97.1** |
|
Clawback Policy |
| Exhibit 101** |
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Extensible Business Reporting Language (XBRL). |
Filed herewith**
| |
1. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 28, 2018. |
| |
2. |
Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the US Securities and Exchange Commission on August 18, 2011. |
| |
3. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on August 31, 2018. |
| |
4. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 30, 2020. |
| |
5. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 25, 2020. |
| |
6. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 19, 2020. |
| |
7. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2020. |
| |
8. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 6, 2020. |
| |
9. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 11, 2019. |
| |
10. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 6, 2019. |
| |
11. |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 4, 2019. |
| |
12 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 26, 2022. |
| |
13 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2022. |
| |
14 |
Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on September 22, 2022. |
| |
15 |
Incorporated by reference to the Company’s Form 8-K/A filed with the US Securities and Exchange Commission on October 6, 2022. |
| |
16 |
Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on October 11, 2022. |
| |
17 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 2, 2022. |
| |
18 |
Incorporated by reference to the Company’s DEF 14C filed with the US Securities and Exchange Commission on May 12, 2020. |
| |
19 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 14, 2022. |
| |
20 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 8, 2021. |
| |
21 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 13, 2020. |
| |
22 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 6, 2020. |
| |
23 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 25, 2024. |
| |
24 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2024. |
| |
25 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 4, 2024. |
| |
26 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2024. |
| |
27 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on July 2, 2024. |
| |
28 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on October 22, 2024. |
| |
29 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 4, 2024. |
| |
30 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 17, 2025 |
| |
31 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 2, 2025 |
| |
32 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 30, 2025 |
| |
33 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 25, 2025 |
| |
34 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on July 9, 2025 |
| |
35 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on September 3, 2025 |
| |
36 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on September 19, 2025 |
| |
37 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on September 26, 2025 |
| |
38 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on October 10, 2025 |
| |
39 |
Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 3, 2026 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
IQSTEL Inc. |
| |
|
| By: |
/s/ Leandro Iglesias |
| |
Leandro Iglesias
Chief Executive Officer, Principal Executive Officer |
| |
April 23, 2026 |
| By: |
/s/ Alvaro Quintana Cardona |
| |
Alvaro Quintana Cardona |
| Title: |
Chief Operating Officer, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer |
| Date: |
April 23, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: |
/s/ Leandro Iglesias |
| |
Leandro Iglesias
Chief Executive Officer, Principal Executive Officer |
| |
April 23, 2026 |
| By: |
/s/ Alvaro Quintana Cardona |
| |
Alvaro Quintana Cardona |
| Title: |
Chief Operating Officer, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer |
| Date: |
April 23, 2026 |
| By: |
/s/ Raul Perez |
| |
Raul Perez |
| Title: |
Director |
| Date: |
April 23, 2026 |
| By: |
/s/ Jose Antonio Barreto |
| |
Jose Antonio Barreto |
| Title: |
Director |
| Date: |
April 23, 2026 |
| By: |
/s/ Italo Segnini |
| |
Italo Segnini |
| Title: |
Director |
| Date: |
April 23, 2026 |
