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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 5,
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 5, 2026, the Board of Directors (the “Board”) of iQSTEL Inc. (the “Company”) authorized and approved a
share repurchase program for up to 1,000,000 shares of the currently outstanding shares of the Company’s common stock, funded in
whole or in part by cash dividends received from the Company’s subsidiary QXTEL. The repurchase program has no expiration date and
will continue until the maximum number of shares authorized have been repurchased or until the program is suspended, modified, or terminated
by the Board. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated
transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange
Act.
The Board also authorized the Company to enter into
written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows
the Company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout
periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company’s third-party broker, subject to Securities
and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the
Company’s common stock in accordance with the terms of the plan. The Company may from time to time enter into Rule 10b5-1 trading
plans to facilitate the repurchase of its common stock pursuant to its share repurchase program.
The Company cannot predict when or if it will repurchase
any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any
Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding
share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange
Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking information,
as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant
to any Rule 10b5-1 trading plans. By their nature, forward-looking information and statements are subject to risks, uncertainties, and
contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting
either or both of prices and trading of exchange-traded securities; and unexpected or otherwise unplanned or alternative requirements
with respect to the capital investments of the Company. The Company does not undertake to update any forward-looking statements or information,
including those contained in this report.
On June 8, 2026, the Company issued a press release
concerning the repurchase program. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.(d) Exhibits
| Exhibit No. |
Description |
| 99.1 |
Press Release dated June 8, 2026 (furnished herewith). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 8, 2026
IQST - IQSTEL Launches Share Repurchase Program, Signaling
Strong Confidence in the Company’s Intrinsic Value and Long-Term Growth Strategy
Board Authorizes Repurchase of Up to 1,000,000 Shares as
Management and Directors Take Action to Capitalize on What They Believe Is a Significant Disconnect Between Market Valuation and Business
Fundamentals
NEW YORK, NY – June 8, 2026 – IQSTEL Inc. (NASDAQ:
IQST), a rapidly growing multinational technology company serving the Telecom, Fintech, AI, Cybersecurity, and Digital Services
sectors, today announced that its Board of Directors has authorized a share repurchase program of up to 1,000,000 shares of the Company’s
common stock.
The program will be funded, in whole or in part, by cash dividends
received from QXTEL, one of IQSTEL’s operating subsidiaries. The authorization reflects the Board’s confidence in the
Company’s financial strength, long-term growth prospects, and belief that the current market valuation does not adequately reflect
the value of the business platform the Company has built.
Over the last several years, IQSTEL has transformed itself into
a diversified technology group with operations spanning multiple high-growth sectors. The Company has consistently expanded revenue, strengthened
its balance sheet, completed strategic acquisitions, achieved a NASDAQ listing, and established a commercial platform that already reaches
more than 600 telecom operators worldwide, providing access to approximately 2.3 billion end users.
Despite these achievements, management believes the Company’s
current valuation fails to reflect its operational scale, asset base, balance sheet strength, growth trajectory, and future earnings potential.
“As I have stated previously, we believe the recent decline
in IQSTEL’s share price is disconnected from the underlying value of our business,” said Leandro Iglesias, CEO of IQSTEL.
“Today, IQSTEL is stronger than ever. We have built a business generating hundreds of millions of dollars in annual revenue,
possess tens of millions of dollars in assets, maintain a solid stockholders’ equity position, and have no outstanding convertible
notes or warrants.
Given these fundamentals, our Board believes that repurchasing
shares at current market prices represents an attractive opportunity to create value for our shareholders. This authorization reflects
our confidence in the long-term future of IQSTEL and our conviction that the current market valuation does not adequately reflect the
true value of the Company, its assets, its operating platform, and its growth prospects.
We also recently announced the signing of a Binding
MOU to acquire a 51% interest in Ultranet Telecom Group, a transaction that, based on Ultranet’s audited financial statements, is
expected to increase IQSTEL’s net income from operations by approximately 4X while further strengthening our global business
platform.
We believe this transaction has the potential
to significantly increase the intrinsic value of IQSTEL. As the Company enters a new phase focused on EBITDA expansion and profitability
growth, this acquisition represents a major step forward. Based on Ultranet’s FY 2025 audited financial statements, the transaction
is expected to contribute approximately $4.5 million in annual net income, significantly enhancing IQSTEL’s earnings profile,
strengthening our financial position, and further increasing the intrinsic value of the Company.
The share repurchase authorization is part of a broader corporate
strategy designed to address what we believe is a significant disconnect between the market capitalization of the Company and the underlying
value of its business. Through continued execution, strategic acquisitions, balance sheet strengthening, and disciplined capital allocation
initiatives such as this repurchase program, we remain focused on unlocking shareholder value and ensuring that the market ultimately
recognizes the true scale and potential of IQSTEL.”
The Company remains committed to evaluating all available opportunities
to maximize shareholder returns and unlock value for investors.
The complete terms and details of the share repurchase program
will be disclosed in a Current Report on Form 8-K that the Company expects to file with the U.S. Securities and Exchange Commission
(SEC).
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
