[8-K] iQSTEL Inc Reports Material Event

Rhea-AI Filing Summary

iQSTEL Inc. filed an amendment to its Stock-for-Stock Exchange Agreement that gives each party flexibility to satisfy a $500,000 dividend obligation either by distributing up to 50% of the shares received from the counterparty (specified as up to 75,529 iQSTEL shares to Cycurion and up to 1,933,488 Cycurion shares to iQSTEL) or by distributing an equivalent value of its own authorized common stock using the original agreement's valuation method. The amendment extends the closing window for issuance and delivery of shares from 30 to 60 business days following the original effective date of September 2, 2025, and sets a firm deadline of December 15, 2025 for completing required regulatory filings to enable dividend distribution by December 31, 2025. Parties must ensure any dividend shares comply with federal and state securities laws and Nasdaq listing rules.

Positive

• Dividend payment flexibility: Parties may satisfy the $500,000 dividend obligation by distributing up to 50% of shares received or an equivalent value of their own authorized stock
• Preserves received shares if a party elects to distribute its own stock, maintaining original share receipts
• Extended issuance window from 30 to 60 business days provides additional time to complete closing mechanics
• Firm regulatory filing deadline (December 15, 2025) intended to enable dividend distribution by December 31, 2025

Negative

• Delay risk: Extension from 30 to 60 business days could postpone expected dividend distribution
• Regulatory execution burden: Parties must ensure compliance with federal and state securities laws and Nasdaq listing rules, creating procedural and legal obligations that could complicate timely distribution
• Hard filing milestone: The December 15 deadline compresses time available for SEC, FINRA and Nasdaq processes to be completed before year-end distribution

Insights

Financial Analyst

TL;DR: Amendment adds practical dividend settlement options and extends timing, reducing immediate execution risk but delaying completion.

The amendment materially changes settlement mechanics by allowing dividends to be paid either with up to 50% of received counterparty shares or an equivalent value of the issuer's own authorized shares, preserving received share counts if a party elects to distribute its own shares. This provides flexibility for capital structure management and liquidity planning. The extension from 30 to 60 business days offers more operational runway to satisfy transfer and regulatory requirements. However, the new firm filing deadline of December 15 to enable distribution by December 31 indicates a hard calendar constraint that management must meet to avoid further delay.

Corporate Governance Expert

TL;DR: Governance terms add distribution choice and explicit compliance responsibility, increasing procedural clarity.

The amendment clarifies dividend execution options and explicitly requires compliance with federal and state securities laws and Nasdaq rules, which shifts clear legal responsibility to each party for any distributed shares. Specifying exact share counts tied to the 50% option enhances transparency for shareholders. The December 15 regulatory-filing milestone imposes a clear governance-controlled deadline, which is useful for accountability but compresses the timeline for regulatory approvals and exchange notifications.

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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): September 26, 2025

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 1.01 Entry into a Material Definitive Agreement

On September 26, 2025, iQSTEL Inc. (the “Company”) entered into the First Amendment to Stock-for-Stock Exchange Agreement (the “Amendment”) with Cycurion, Inc. (“Cycurion”), a Delaware corporation trading on Nasdaq under the ticker CYCU. The Amendment modifies the Stock-for-Stock Exchange Agreement dated September 2, 2025 (the “Original Agreement”), which provided for a mutual exchange of $1,000,000 worth of common stock between the Company and Cycurion, calculated based on the valuation methodology set forth in the Original Agreement, and a strategic alliance focused on AI-driven cybersecurity solutions for the global telecommunications industry.

The Amendment introduces two key changes to the Original Agreement:

	1.	Dividend Payment Flexibility: The Amendment revises Section 4.4 of the Original Agreement to allow each party, at its sole discretion, to satisfy the $500,000 dividend obligation to its shareholders by distributing either (i) up to 50% of the shares received from the other party (i.e., up to 75,529 shares of iQSTEL common stock for Cycurion, based on 151,058 shares issued to Cycurion, and up to 1,933,488 shares of Cycurion common stock for the Company, based on 3,866,976 shares issued to the Company), or (ii) an equivalent value of its own authorized common stock, calculated using the valuation methodology set forth in Section 1.3 of the Original Agreement. If a party elects to distribute its own shares, it retains the full number of shares received from the other party. Each party is required to ensure that any shares distributed as a dividend comply with applicable federal and state securities laws and Nasdaq listing rules.
	2.	Extended Timeline and Firm Dividend Deadline: The Amendment extends the timeline for the issuance and delivery of shares (the “Closing”) from 30 business days to 60 business days following the Effective Date of the Original Agreement (September 2, 2025), amending Sections 1.4 and 7.1(b). Additionally, it establishes a firm deadline of December 15, 2025, for completing all necessary regulatory filings (e.g., SEC filings, FINRA submissions, and Nasdaq notifications) to facilitate the dividend distribution by December 31, 2025.

 The Amendment also confirms the specific share counts for the exchange: the Company will issue 151,058 shares of its common stock to Cycurion, and Cycurion will issue 3,866,976 shares of its common stock to the Company, each with an aggregate value of $1,000,000, as determined under the valuation methodology in Section 1.3 of the Original Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K, and the Original Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 3, 2025, both of which are incorporated herein by reference.

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		First Amendment to Stock-for-Stock Exchange Agreement, dated September 26, 2025
104.1		Cover Page Interactive Data File (embedded within the inline XBRL document).

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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: September 26, 2025

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FAQ

What change does the amendment make to how the $500,000 dividend obligation can be satisfied for iQST (iQSTEL)?

The amendment allows each party to satisfy the $500,000 dividend obligation either by distributing up to 50% of the shares received from the other party (specified as up to 75,529 iQSTEL shares to Cycurion and up to 1,933,488 Cycurion shares to iQSTEL) or by distributing an equivalent value of its own authorized common stock using the original agreement's valuation methodology.

How did the amendment change the timeline for issuing and delivering shares?

The Closing window for issuance and delivery was extended from 30 business days to 60 business days following the Effective Date of the Original Agreement (September 2, 2025).

What regulatory milestones are set to enable the dividend distribution?

The amendment establishes a firm deadline of December 15, 2025 to complete required regulatory filings (such as SEC filings, FINRA submissions, and Nasdaq notifications) so the dividend can be distributed by December 31, 2025.

If a party chooses to distribute its own shares instead of the received shares, what happens to the received shares?

If a party elects to distribute its own authorized common stock, it retains the full number of shares received from the other party.

Does the amendment address compliance with securities laws and listing rules?

Yes, each party is required to ensure that any shares distributed as a dividend comply with applicable federal and state securities laws and Nasdaq listing rules.