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ULTRANET deal aims to quadruple IQSTEL (NASDAQ: IQST) net income

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Transformative profitability boost: ULTRANET is expected to add about $4.5 million in annual net income, which management says will roughly 4x IQSTEL’s net income from operations and mark the largest profitability leap in the company’s history.
  • Significant scale increase: Approximately $130 million of added audited annual revenue pushes IQSTEL above a $500 million revenue run rate and supports its roadmap toward a stated $1 billion revenue objective.
  • Stronger balance sheet and EBITDA: The deal adds about $21 million in assets and $13 million in shareholders’ equity, with combined Adjusted EBITDA projected around $9 million, about halfway to the company’s $15 million EBITDA mid‑term target.
  • Strategic digital services expansion: ULTRANET’s six African markets and operator relationships enhance distribution for IQSTEL’s fintech, cybersecurity, AI, digital health, and digital content offerings across an operator network reaching roughly 2.3 billion end users.

Negative

  • None.

Insights

Binding ULTRANET deal materially lifts IQSTEL’s scale and profitability profile.

IQSTEL plans to acquire 51% of ULTRANET Telecom Group, adding audited revenue of about $130 million and net income of roughly $4.5 million. Management states this would increase net income from operations by about 4x, making it the company’s largest profitability jump to date.

The transaction also adds around $21 million in assets and $13 million in shareholders’ equity, while lifting combined Adjusted EBITDA to roughly $9 million versus a mid‑term $15 million target. IQSTEL highlights a strong growth track record, from $13 million revenue in 2018 to an estimated $430–560 million in 2026, with ULTRANET helping move toward a $1 billion revenue objective by 2027.

Strategically, ULTRANET’s six African markets deepen geographic reach and create a channel for IQSTEL’s fintech, cybersecurity, AI, digital health, and content offerings. Management outlines about 1% penetration of its 2.3 billion reachable end users as a 23‑million‑user digital services opportunity. They indicate intent to finance roughly $7 million of first‑year transaction payments primarily with long‑term debt while maintaining a 1,000,000‑share repurchase authorization, which underscores a focus on limiting dilution but also introduces leverage and execution considerations.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ULTRANET added revenue $130 million annual revenue Based on ULTRANET FY 2025 audited financials
ULTRANET added net income $4.5 million annual net income Expected contribution; ~4x IQSTEL net income from operations
ULTRANET added assets $21 million total assets Contribution to IQSTEL consolidated balance sheet
ULTRANET added equity $13 million shareholders’ equity Incremental equity from acquisition
Combined Adjusted EBITDA ~$9 million Compared with $15 million mid‑term EBITDA run‑rate target
Revenue growth since 2018 $13M to $317M Net revenue 2018 vs 2025
2026 projected revenue $430M → $560M Organic 2026E vs run‑rate including ~$130M from ULTRANET
Addressable digital users 23 million users 1% of 2.3 billion end users reachable via operator network
Binding Memorandum of Understanding regulatory
"We are announcing the signing of a Binding Memorandum of Understanding to acquire a 51% controlling interest in ULTRANET Telecom Group"
A binding memorandum of understanding is a written agreement in which two or more parties set out specific terms and intend those terms to be legally enforceable, rather than merely a preliminary outline. For investors it matters because it signals a stronger commitment, can create enforceable obligations or penalties if parties fail to follow through, and therefore reduces uncertainty about the likelihood, timing and terms of a proposed deal—like a signed deposit that holds parties to the next steps.
Adjusted EBITDA financial
"ULTRANET’s contribution positions IQSTEL approximately halfway toward its mid-term objective of achieving a $15 million EBITDA run rate — with a combined estimated Adjusted EBITDA of approximately $9 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
digital services portfolio financial
"IQSTEL’s digital services portfolio — Fintech, Cybersecurity, AI, Digital Health, Digital Content — is accelerating into higher-margin revenue streams"
share repurchase program financial
"The 1,000,000-share repurchase program authorized by the Board reflects management’s belief that the current market price of IQST shares does not reflect the Company’s intrinsic business value"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
forward-looking statements regulatory
"Statements in this news release may be "forward-looking statements""
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Net Revenue financial
"Fiscal Year | Net Revenue | YoY Growth | Key Milestone"
Net revenue is the total amount of money a company earns from selling its products or services after subtracting any returns, discounts, or refunds. It shows how much actual income the company keeps from its sales. This figure is important because it reveals the true earnings from business activities, helping people understand how well the company is doing.
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false 0001527702 0001527702 2026-06-25 2026-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 2026


iQSTEL Inc.
(Exact name of registrant as specified in its charter)

 

Nevada 000-55984 45-2808620
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

   

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

 

33134

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (954) 951-8191

 

 

________________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
   
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class   Trading symbol   Name of each exchange on which registered
Common Stock   IQST   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.      [ ]

 

  
 

 

Item 8.01. Other Events.

 

On June 25, 2026, iQSTEL Inc. (the “Company”) published a Letter to Shareholders disclosing, among other things, that the Company has entered into a Binding Memorandum of Understanding to acquire a 51% controlling interest in ULTRANET Telecom Group. The Letter to Shareholders also outlines the expected financial and strategic impacts of the proposed transaction and the Company’s digital services strategy.

 

A copy of the press release announcing the publication of the Letter to Shareholders is attached hereto as Exhibit 99.1. A copy of the full Letter to Shareholders dated June 25, 2026 is attached hereto as Exhibit 99.2.

 

The information contained in this Item 8.01, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

SECTION 9 – Financial Statements and Exhibits

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit No. Description
99.1 Press Release, dated June 25, 2026
99.2 Letter to Shareholders dated June 25, 2026


 2 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

iQSTEL Inc.

 

 

/s/ Leandro Iglesias

Leandro Iglesias
Chief Executive Officer

 

Date: June 25, 2026

 

 3 
 

 

IQST - IQSTEL Inc. Announces Shareholder Letter Unveiling 4x Net Income Growth Catalyst: Binding MOU with ULTRANET Expected to Transform Company Profitability While Digital Services Strategy Opens Path to High-Margin Revenue at Scale

$4.5M in added net income, $9M combined Adjusted EBITDA, and a 23-million-user digital services addressable market — IQSTEL is no longer just a telecom company

 

 

NEW YORK, NY — June 25, 2026 — IQSTEL Inc. (NASDAQ: IQST) today published a Letter to Shareholders disclosing a Binding MOU to acquire a 51% controlling interest in ULTRANET Telecom Group — the largest transaction in IQSTEL’s history — and detailing a structural profitability inflection that is expected to multiply the Company’s net income from operations by approximately four times. In parallel, IQSTEL outlined its accelerating transition from a pure-play telecom carrier into a high-margin digital services platform with access to an addressable market of up to 23 million digital services users through its existing global operator network.

 

~4x

Net Income Multiplier

 

$4.5M

Added Annual Net Income

 

$9M

Combined Adj. EBITDA

 

$13M

Added Shareholders’ Equity

   

 

 

 

The Profitability Inflection: What ULTRANET Delivers

 

 

ULTRANET Telecom Group is a profitable, fully audited telecommunications operator with established operations across six African countries. Based on ULTRANET’s FY 2025 audited financial statements, the planned Q3 acquisition is expected to deliver an immediate, verified profitability boost to IQSTEL on a consolidated basis:

ULTRANET Metric Impact on IQSTEL (Consolidated)
$4.5M Annual Net Income Added ~4x increase in IQSTEL net income from operations — single largest profitability leap in Company history
$130M Annual Revenue Added ~30% revenue increase in one transaction; pushes IQSTEL above $500M annualized run rate
$21M Total Assets Added Strengthens balance sheet; improves borrowing capacity and institutional credibility
$13M Shareholders’ Equity Added Directly increases per-share intrinsic value and supports long-term capital allocation strategy
~$9M Combined Adj. EBITDA Positions IQSTEL approximately halfway toward its $15M EBITDA mid-term run rate target
6 African Markets Expands IQSTEL’s operational footprint to ~30 countries across Africa, Latin America, and Europe

 

Management noted that the $4.5 million net income contribution represents the single largest profitability leap in IQSTEL’s history, and that the combined Adjusted EBITDA of approximately $9 million positions the Company at roughly the halfway point toward its mid-term target of $15 million in EBITDA — with further digital services upside not yet reflected in these projections.

 

From Telecom Carrier to High-Margin Digital Platform

 

 

While the revenue and profitability contribution of ULTRANET is significant, management believes the strategic value may be even greater. IQSTEL’s existing commercial platform already reaches over 600 of the world’s largest telecom operators, creating access to approximately 2.3 billion end users globally. ULTRANET’s African presence and operator relationships provide IQSTEL with a ready-made regional channel through which it can immediately begin deploying its high-margin Digital Services portfolio.

IQSTEL’s Digital Services portfolio currently includes:

Fintech: Fintech & mobile money solutions

Cybersecurity: Enterprise and operator cybersecurity services

Artificial Intelligence: Proprietary Artificial Intelligence applications

Digital Health: Digital Health platforms

Digital Content: Digital Content distribution

The Digital Services Opportunity: If IQSTEL captures just 1% of the 2.3 billion end users accessible through its global operator network, that represents a potential addressable market of 23 million Digital Services users — at margins that significantly exceed traditional telecommunications connectivity. ULTRANET’s African footprint adds a high-growth regional channel where digital financial and content services remain significantly underserved.

 

 

The Company intends to leverage the combined platform to extend ULTRANET’s distribution reach beyond Africa into the Middle East and Asia — two of the highest-growth telecommunications and digital services regions in the world — creating a scalable international growth engine with meaningfully higher margin characteristics than the Company’s current revenue mix.

 

“The Binding MOU with ULTRANET sets the stage for something no single transaction has done before in our history: upon closing in Q3, it is expected to multiply our net income from operations by approximately four times in one step. But the bigger story is what comes next. We have built a platform that touches 2.3 billion end users. We are now deploying fintech, cybersecurity, AI, and digital health through that platform — services that carry multiples of the margin of traditional telecom. IQSTEL is not becoming a digital services company. IQSTEL already is one.”

— Leandro Jose Iglesias, President & CEO, IQSTEL Inc. (NASDAQ: IQST)

 

 

Revenue Context: A Platform Built for Scale

 

 

IQSTEL enters this profitability phase backed by a proven revenue track record. The Company has grown from $13.8 million in revenue in 2018 to a projected $560 million year-end run rate in 2026 — a 40x increase — with the planned ULTRANET acquisition expected to accelerate the path toward management’s stated target of $1 Billion in annual revenue.

Year Net Revenue YoY Growth Milestone
2018 $13.8M Company founding year
2020 $44.9M +149% Multi-country telecom platform established
2022 $93.2M +44% Consistent M&A-driven growth
2023 $144.5M +55% 55% organic growth — zero acquisitions
2024 $283M +96% Nearly doubled revenue in a single year
2025 $317M +20% NASDAQ uplisting; first-ever dividend
2026E $430M → $560M* ~+40% ULTRANET acquisition closes (Q3) — 4x net income leap; $560M year-end run rate
2027T $1 Billion Management revenue target

 

* 2026E organic forecast $430M; ULTRANET adds ~$130M → $560M year-end run rate. Forward-looking estimates are management projections, not guarantees of future performance.

 

Independent Analyst Validation

 

 

Following the ULTRANET announcement, Litchfield Hills Research reaffirmed its $18.00 per share price target for IQSTEL — a target management believes reflects the significant disconnect between IQSTEL’s current market valuation and the intrinsic value of the business being built. Full report: https://landingpage.iqstel.com/wp-content/uploads/2026/06/LHR-IQST-06092026.pdf

 

(Analyst opinions are their own and do not represent a statement by the Company.)

 

 

READ THE FULL SHAREHOLDER LETTER AT: https://landingpage.iqstel.com/wp-content/uploads/2026/06/IQST_Shareholders_Letter_June-25_2026.pdf

 

 

 

About IQSTEL Inc.

IQSTEL Inc. (NASDAQ: IQST) is a global telecom and technology company operating in 21 countries with over 600 Telecommunication Carrier Interconnections. The company delivers international voice, SMS, messaging, connectivity, and mobile financial services to telecom operators and enterprise customers worldwide. Built through a decade of organic growth and strategic acquisitions, IQSTEL is now expanding into AI-powered communications and cybersecurity through its RealityBorder.com AI Division and Cycurion partnership.

 

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

 

Official Investors Landing Page: www.landingpage.iqstel.com

 

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.

 

 

Media and Investor Relations:

Ethan Walfish

Head of Investor Relations

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gates, FL 33134

Email: ir@iqstel.com

 

  

IQSTEL Inc. | NASDAQ: IQST

Letter to Shareholders

June 25, 2026

 

Dear Fellow Shareholders,

Today marks another defining milestone in IQSTEL’s journey toward becoming a leading global technology and telecommunications company. We are announcing the signing of a Binding Memorandum of Understanding to acquire a 51% controlling interest in ULTRANET Telecom Group — the largest transaction in IQSTEL’s history.

Before describing the transaction in detail, we believe it is important to place this announcement in the context of the company’s track record — because the story of ULTRANET cannot be fully appreciated without understanding what IQSTEL has already built.

 

A Proven Track Record of Execution

 

Over the past six years, IQSTEL has grown from a sub-$50 million revenue company into a NASDAQ-listed telecommunications platform approaching $500 million in annualized revenue. This growth has been both consistent and accelerating — driven by a disciplined combination of strategic acquisitions and powerful organic expansion.

 

Fiscal Year Net Revenue YoY Growth Key Milestone
2018 $13.8M Company founding year; voice & SMS services to telecom operators
2019 $18.0M +31% Early growth phase; international telecom operator network expansion
2020 $44.9M +149% Foundation year; multi-country telecom platform established
2021 $64.7M +44% First major acquisition wave; 44% growth; 59% gross profit increase
2022 $93.2M +44% Continued M&A; second consecutive year of ~44% growth
2023 $144.5M +55% 55% organic growth — zero acquisitions; positive operating income
2024 $283.2M +96% Record Q4 of $98.8M; nearly doubled revenue; $79M asset base
2025 $317M +20% NASDAQ uplisting (May 14); GlobeTopper fintech acquisition; first-ever dividend
2026E $430M* Organic forecast: $430M; ULTRANET acquisition (planned Q3 close) adds ~$130M → $560M run rate year-end, on track toward $1B revenue goal
2027T $1B Management target: $1 Billion revenue company

 

* 2025 reflects the annualized run rate achieved as of year-end, 5 months ahead of plan. 2026E organic forecast of $430M; with the planned Q3 closing of the ULTRANET acquisition (~$130M in added annual revenue), IQSTEL is projected to exit 2026 at a $560M revenue run rate, advancing toward the management target of $1 Billion. Target figures are forward-looking estimates.

 

Key highlights from this growth journey include:

       44% revenue growth in both 2021 and 2022, driven by a disciplined M&A integration strategy across multiple international telecom operators.

       55% organic revenue growth in 2023 — with zero acquisitions — demonstrating the power of the IQSTEL commercial platform to drive cross-selling and revenue expansion across its installed base.

       96% revenue growth in 2024 (from $144.5M to $283.2M), including a record Q4 of $98.8M, nearly doubling the Company’s revenue in a single year.

       NASDAQ uplisting on May 14, 2025 via direct listing, achieved with no capital raise and no shareholder dilution.

       First-ever shareholder dividend announced in December 2025, a testament to the Company’s commitment to increasing shareholder value.

       $400 million annualized revenue run rate achieved by year-end 2025, five months ahead of internal plan.

 

IQSTEL has now completed 12 acquisitions since 2018 and has a demonstrated track record of integrating acquired businesses, extracting synergies, and accelerating organic growth post-acquisition. Each acquisition has strengthened the balance sheet through the addition of assets and an increase in shareholders’ equity.

The ULTRANET transaction is the next chapter in this story.

 

The ULTRANET Transaction: Financial Impact at a Glance

 

ULTRANET Telecom Group is a profitable, audited telecommunications operator with significant scale across Africa. Based on ULTRANET’s FY 2025 audited financial statements, this transaction is expected to deliver the following contributions to IQSTEL on a consolidated basis:

$130 Million

Added Annual Revenue

$13 Million

Added Shareholders’ Equity

$4.5 Million

Added Annual Net Income

~4x Increase

Net Income Growth (vs. prior)

$21 Million

Added Total Assets

6 African Markets

Additional Countries

 

The financial significance of these contributions cannot be overstated:

       $130 million in revenue — added in a single transaction — represents approximately 30% of IQSTEL’s current revenue base and pushes the Company above a $500 million annualized revenue run rate.

       The $4.5 million in net income contribution is expected to increase IQSTEL’s net income from operations by approximately four times, representing the single largest profitability leap in the Company’s history.

       The $13 million in additional shareholders’ equity further strengthens IQSTEL’s balance sheet and supports the Company’s long-term objective of building per-share intrinsic value.

       ULTRANET’s contribution positions IQSTEL approximately halfway toward its mid-term objective of achieving a $15 million EBITDA run rate — with a combined estimated Adjusted EBITDA of approximately $9 million from operating subsidiaries.

Strategic Value: Beyond the Balance Sheet

 

While the financial contribution alone makes this a compelling transaction, the strategic value may be even greater.

Geographic Expansion into Africa’s High-Growth Markets

ULTRANET brings operational infrastructure and established commercial relationships across six African countries, expanding IQSTEL’s presence to approximately 30 countries worldwide. Africa is among the fastest-growing telecommunications markets on earth — and remains significantly underserved with respect to the higher-margin digital services that IQSTEL is building.

Accelerating Digital Services Distribution

IQSTEL’s existing commercial platform already reaches over 600 of the world’s largest telecom operators, creating access to approximately 2.3 billion end users globally. ULTRANET’s African presence and customer relationships provide a ready-made regional channel through which IQSTEL can immediately begin distributing its high-margin Digital Services portfolio, including:

       Fintech payment and mobile money solutions

       Cybersecurity services for enterprises and operators

       Proprietary Artificial Intelligence applications

       Digital Health and Digital Content offerings

If IQSTEL is able to reach just 1% of the 2.3 billion end users accessible through its operator network, that represents a potential addressable market of approximately 23 million Digital Services users — at margins that significantly exceed traditional telecommunications connectivity.

Cross-Selling and Revenue Synergies

ULTRANET’s regional telecom relationships, combined with IQSTEL’s global operator network, create meaningful cross-selling opportunities in both directions. IQSTEL can introduce ULTRANET’s products to its existing global customer base while simultaneously deploying IQSTEL’s full service portfolio into ULTRANET’s markets. Management believes these synergies will generate revenue growth far in excess of what either company could achieve independently.

Expansion into the Middle East and Asia

IQSTEL intends to leverage the combined platform to extend ULTRANET’s reach beyond Africa into the Middle East and Asia — two of the highest-growth telecommunications regions in the world — creating a scalable international growth engine for the years ahead.

 

Managing the Transaction: Prudent Capital Allocation

 

IQSTEL is committed to executing the ULTRANET transaction in a manner that preserves shareholder value and minimizes equity dilution. Management is actively engaged in discussions with several commercial banks, institutional lenders, and financing organizations to structure long-term debt financing for the Company’s transaction-related payment obligations.

       Approximately $7 million in transaction payments are scheduled during the first year, structured across several installments.

       The Company is evaluating multiple long-term debt proposals designed to fund these obligations without equity issuance, preserving shareholder dilution discipline and maintaining liquidity for continued growth.

       With annual revenue approaching $400 million — generating well in excess of $1 million in revenue per business day — IQSTEL’s scale provides access to banking and institutional financing instruments unavailable to smaller-revenue companies.

       The 1,000,000-share repurchase program authorized by the Board reflects management’s belief that the current market price of IQST shares does not reflect the Company’s intrinsic business value — and represents a tangible commitment to closing that gap.

 

Management believes the strengthened financial profile of the combined organization — including increased revenue, profitability, assets, and shareholders’ equity — positions IQSTEL favorably to obtain attractive financing terms.

 

Independent Validation

 

Following the ULTRANET announcement, Litchfield Hills Research published an updated research report reaffirming its $18.00 per share price target for IQSTEL. Management believes this independent analysis reflects recognition of the significant disconnect between IQSTEL’s current market valuation and the intrinsic value of the business we are building.

The full research report is available at: https://landingpage.iqstel.com/wp-content/uploads/2026/06/LHR-IQST-06092026.pdf

(Analyst opinions are their own and do not represent a statement by the Company.)

 

The Path to $1 Billion

 

IQSTEL’s vision of becoming a $1 billion revenue company by 2027 is no longer aspirational — it is a near-term operational objective backed by an established track record and a clear execution roadmap.

Upon closing of the planned Q3 ULTRANET acquisition:

       IQSTEL’s annualized revenue run rate exceeds $500 million.

       The Company’s combined Adjusted EBITDA from operations is expected to reach approximately $9 million.

       IQSTEL will operate in approximately 30 countries across Africa, Latin America, Europe, and beyond.

       The Company’s digital services portfolio — Fintech, Cybersecurity, AI, Digital Health, Digital Content — is accelerating into higher-margin revenue streams.

 

For context: many publicly traded telecommunications and technology companies operating at comparable scale are valued at approximately 10x to 20x EBITDA. A company generating $9 million in Adjusted EBITDA at a 10x multiple would imply a market capitalization meaningfully higher than where IQST trades today. Management believes that as the market gains greater awareness of IQSTEL’s financial performance, growth trajectory, and profitability expansion, the valuation disconnect will narrow materially.

The Binding MOU with ULTRANET represents the most significant single step IQSTEL has taken toward realizing that potential.

 

Additional Information

 

Shareholders are encouraged to review the Company’s Form 8-K filings related to the ULTRANET transaction, which provide additional detail on transaction structure, financial considerations, contingent consideration terms, and strategic rationale:

       8-K Cover Filing: https://landingpage.iqstel.com/wp-content/uploads/2026/06/8K-Ultranet-Cover.pdf

 

       MOU Agreement: https://landingpage.iqstel.com/wp-content/uploads/2026/06/8k_Ultranet_Agreement_IQSTEL.pdf

 

       ULTRANET Financials: https://landingpage.iqstel.com/wp-content/uploads/2026/06/8K_Ultranet_Financials_IQSTEL.pdf

 

 

 

We are deeply grateful for the confidence and support of our shareholders throughout this journey. IQSTEL has grown from a small telecom operator into a NASDAQ-listed global technology platform — and the best is still ahead.

The Binding MOU with ULTRANET is not just the largest transaction in IQSTEL’s history. It is the clearest signal yet that we are executing our strategy and building something remarkable.

 

Sincerely,

 

Leandro Jose Iglesias

President & CEO, IQSTEL Inc. (NASDAQ: IQST)

 

About IQSTEL Inc.

IQSTEL Inc. (NASDAQ: IQST) is a global telecom and technology company operating in 21 countries with over 600 Telecommunication Carrier Interconnections. The company delivers international voice, SMS, messaging, connectivity, and mobile financial services to telecom operators and enterprise customers worldwide. Built through a decade of organic growth and strategic acquisitions, IQSTEL is now expanding into AI-powered communications and cybersecurity through its RealityBorder.com AI Division and Cycurion partnership.

 

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

 

Official Investors Landing Page: www.landingpage.iqstel.com

 

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.

 

 

Media and Investor Relations:

Ethan Walfish

Head of Investor Relations

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gates, FL 33134

Email: ir@iqstel.com

 

 

FAQ

What transaction did IQSTEL (IQST) announce involving ULTRANET Telecom Group?

IQSTEL signed a Binding Memorandum of Understanding to acquire a 51% controlling interest in ULTRANET Telecom Group. Management describes this as the largest transaction in the company’s history and a key step in scaling both revenue and profitability.

How is the ULTRANET acquisition expected to affect IQSTEL (IQST) revenue and profits?

Based on ULTRANET’s FY 2025 audited results, IQSTEL expects about $130 million in added annual revenue and roughly $4.5 million in added net income. Management states this could multiply IQSTEL’s net income from operations by approximately four times.

What impact will ULTRANET have on IQSTEL’s (IQST) EBITDA and balance sheet?

The combined business is projected to generate about $9 million in Adjusted EBITDA, roughly halfway to IQSTEL’s $15 million target. ULTRANET is also expected to contribute around $21 million in total assets and $13 million in shareholders’ equity, strengthening the balance sheet.

How does ULTRANET support IQSTEL’s (IQST) digital services strategy?

ULTRANET adds operations in six African markets, giving IQSTEL a regional channel for its fintech, cybersecurity, AI, digital health, and content services. IQSTEL’s operator network reaches about 2.3 billion end users, and 1% penetration implies a 23‑million‑user digital services opportunity.

What is IQSTEL’s (IQST) recent revenue growth and long‑term target?

IQSTEL’s net revenue grew from $13 million in 2018 to $317 million in 2025. For 2026, management projects $430 million organically, rising toward a $560 million run rate with ULTRANET, and has articulated a target of reaching $1 billion in annual revenue by 2027.

How does IQSTEL (IQST) plan to finance the ULTRANET transaction?

Management cites about $7 million in transaction payments during the first year, structured in installments. The company is evaluating long‑term debt financing options to meet these obligations while aiming to avoid equity issuance and maintain a 1,000,000‑share repurchase authorization.

What independent analyst view was noted regarding IQSTEL (IQST)?

Following the ULTRANET announcement, Litchfield Hills Research reaffirmed an $18.00 per share price target for IQSTEL. The company states this reflects the analyst’s view of a disconnect between IQSTEL’s current market valuation and its perceived intrinsic business value.

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