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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): July 13,
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 July 13, 2026, iQSTEL Inc. (the “Company”)
issued a press release announcing the successful completion of the creation of IQSTEL Operating Holdings Inc. (“IOH”), a wholly
owned subsidiary of the Company, effective July 2, 2026. The new holding company structure is designed to enhance financial transparency,
improve access to traditional financing, simplify future M&A activity, and support the continued expansion of the Company’s
Digital Services platform.
A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
Item 2.02 Results of Operations and Financial Condition.
On July 16, 2026, the Company issued a press release
announcing preliminary net revenue of approximately $207 million for the first six months of 2026, representing approximately 59% year-over-year
growth compared to the same period in 2025. The press release also provides an update on the Company’s positioning ahead of the
anticipated closing of the ULTRANET acquisition during the third quarter of 2026.
A copy of the press release is furnished as Exhibit
99.2 to this Current Report on Form 8-K.
The information contained in this Current Report on
Form 8-K (including Exhibits 99.1 and 99.2) 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, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless
of any general incorporation by reference language in such filing, except as shall be expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Press Release of iQSTEL Inc., dated July 13, 2026 (furnished herewith) |
| 99.2 |
Press Release of iQSTEL Inc., dated July 16, 2026 (furnished herewith) |
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: July 16, 2026
IQST - IQSTEL Builds Corporate Platform to Enhance
Financial Transparency, Positioning the Company for Transformational M&A and Digital Services Expansion
The creation of IQSTEL Operating Holdings, effective July
2, 2026, creates a more flexible financial platform designed to increase shareholder financial visibility, support access to traditional
financing, and enable future expansion through M&A and Digital Services.
NEW YORK, NY — July 13th, 2026 —
IQSTEL Inc. (NASDAQ: IQST), a rapidly growing telecommunications and technology company, today announced the successful completion
of its previously approved creation of a new corporate and financial platform through the formation of IQSTEL Operating Holdings Inc.
(“IOH”), a wholly owned subsidiary of IQSTEL, Inc.
The creation of the new holding company structure
became effective on July 2, 2026, and the Company publicly disclosed the completed transaction through a Current Report on Form 8-K that
has already been filed.
The transaction is solely an internal corporate initiative
to create a new financial platform and does not change IQSTEL’s shareholders, Board of Directors, executive management,
public listing on the NASDAQ Capital Market, or ownership of the Company’s operating businesses.
The Company also believes that creating this platform will allow
IQSTEL to seek traditional financing on more favorable terms, which management expects will help lower operational costs and support the
Company’s continued expansion, while increasing shareholder value — a core mission for IQSTEL.
IQSTEL Operating Holdings Inc. (“IOH”) is a Nevada
corporation and a wholly owned subsidiary of IQSTEL, Inc. IOH has been intentionally structured as a mirror company of IQSTEL, sharing
the same Board of Directors, executive management team, corporate governance, and strategic vision.
Following the creation of the new financial platform, effective
July 2, 2026:
- IQSTEL, Inc. remains
the publicly traded NASDAQ-listed parent company responsible for SEC reporting, corporate governance, capital markets activities, investor
relations, financing, and shareholder matters.
- IQSTEL Operating Holdings Inc.
becomes the direct holding company for substantially all of IQSTEL’s operating subsidiaries and business assets, serving as the
operational platform through which the Company’s telecommunications, fintech, artificial intelligence, blockchain, cybersecurity,
and digital services businesses are owned and managed.
IQSTEL Today: A Snapshot
Before turning to the details of the new structure, the following
highlights the scale of the business it now houses:
- NASDAQ: IQST — a diversified
global telecommunications and technology company built through organic growth and strategic acquisitions.
- A global commercial network connecting more than 600 telecommunications
operators, providing indirect access to approximately 2.3 billion mobile users.
- IQSTEL Digital Services spanning Artificial Intelligence, Cybersecurity,
Fintech, Digital Health, and Digital Content — higher-margin solutions distributed through that same global network.
·
Upon the anticipated closing of the proposed ULTRANET acquisition, expected this quarter, IQSTEL projects a pro forma annual revenue
run rate of approximately $560 million and an adjusted EBITDA run rate approaching $9 million.
Why Create IQSTEL Operating Holdings?
Over the past several years, IQSTEL has successfully transformed
itself from a telecommunications carrier into a diversified global telecommunications and technology company through a disciplined combination
of organic growth and strategic acquisitions.
As the Company continues expanding in size, operational complexity,
and strategic ambition, management determined that a more sophisticated corporate structure was required to support the next phase of
IQSTEL’s evolution.
The creation of IOH represents one of the most important strategic
corporate initiatives in the Company’s history because it provides a corporate architecture designed to support significantly greater
strategic flexibility.
Among the benefits of the new structure are:
- Simplified integration of future acquisitions, with greater flexibility
to execute mergers, business combinations, strategic partnerships, joint ventures, spin-offs, and other M&A transactions.
- Improved capital allocation across operating businesses.
- Enhanced access to institutional financing through a cleaner, more transparent
operating platform for lenders and institutional investors.
- Greater transparency for shareholders into the Company’s consolidated
financials, distinct profit centers, and growth trajectory.
- Additional structural protection
and organizational efficiency for the Company’s operating assets.
The Company’s Contribution and Assumption Agreement specifically
states that the purpose of the transaction is to improve operational efficiency while positioning IQSTEL for future growth, acquisitions,
and other corporate transactions.
Enhancing Access to Institutional Financing and Shareholder
Transparency
The new structure is also expected to strengthen
IQSTEL’s access to institutional financing and provide shareholders with a clearer view of the business. By consolidating substantially
all operating businesses under a single holding company, IQSTEL presents lenders and investors with a more transparent platform that is
easier to evaluate, underwrite, and finance. The Company also expects to leverage its consolidated asset base of approximately $44.5
million prior to the anticipated closing of the ULTRANET acquisition, increasing to approximately $65.5 million on a pro forma
basis following the acquisition, to support more attractive financing terms for acquisitions, working capital, and the continued expansion
of IQSTEL Digital Services. The same enhanced transparency will make it easier for shareholders to understand the performance of each
business line and the Company’s strategy for long-term growth.
Accelerating the Development of IQSTEL Digital Services
The creation of IOH is not only intended to support IQSTEL’s
M&A strategy, but also to accelerate the Company’s long-term vision of becoming a global Digital Services platform.
Over the past year, IQSTEL has expanded beyond its traditional
telecommunications business with the launch of IQSTEL Digital Services, a strategic initiative focused on delivering higher-margin
technology solutions through the Company’s existing global commercial platform.
IQSTEL Digital Services currently includes solutions in:
- Artificial Intelligence
- Cybersecurity
- Fintech
- Digital Health
- Digital Content
Today, IQSTEL’s telecommunications platform connects more
than 600 telecommunications operators worldwide, providing indirect access to approximately 2.3 billion mobile users. Management
believes this global commercial network represents one of the Company’s greatest competitive advantages for distributing digital
services at scale.
Management believes IOH will play a key role in supporting the
continued expansion of IQSTEL Digital Services as the Company evolves toward a business model with increasing exposure to higher-margin
technology revenues.
ULTRANET Represents the First Step of IQSTEL’s Next Growth
Phase
As previously announced, IQSTEL continues advancing its proposed
acquisition of a 51% controlling interest in ULTRANET Telecom Group, which is expected to close during the third quarter of 2026,
subject to customary closing conditions.
Based on ULTRANET’s audited financial statements, the proposed
transaction is expected to contribute approximately:
- $130 million in annual
revenue
- $4.5 million in annual net income
- $21 million in total assets
- $13 million in shareholders’ equity
- Approximately $6 million
in combined Adjusted EBITDA
Upon closing, the transaction is expected to increase IQSTEL’s
annual revenue run rate to approximately $560 million, significantly strengthen profitability, and expand the Company’s operational
footprint throughout Africa.
In addition to its financial contribution, ULTRANET is expected
to significantly strengthen IQSTEL Digital Services by expanding the Company’s commercial reach across Africa, creating an additional
distribution channel for AI, cybersecurity, fintech, digital health, and other high-margin technology solutions.
Building the Corporate Platform for the Next Generation of
IQSTEL
While management believes the proposed ULTRANET acquisition has
the potential to become one of the most important milestones in IQSTEL’s history, the Company views the completion of the IOH financial
platform as preparation for an even broader long-term strategic vision.
The creation of IOH was not undertaken solely to facilitate
the ULTRANET transaction.
Rather, management designed this structure to provide IQSTEL with
significantly greater flexibility to evaluate and potentially execute a much broader range of strategic M&A transactions capable of
creating substantial long-term shareholder value.
Looking Beyond ULTRANET
Management believes ULTRANET represents an important milestone
in IQSTEL’s evolution.
While there can be no assurance that any future strategic transaction
will occur, management believes creating the appropriate corporate structure today ensures the Company is prepared to move decisively
whenever exceptional opportunities arise.
Management Commentary
Leandro Jose Iglesias, President and CEO of IQSTEL and IQSTEL
Operating Holdings, commented:
“The completion of IQSTEL Operating Holdings marks one
of the most strategically important corporate initiatives in our Company’s history.
IOH is much more than an internal corporate step. It is the
foundation upon which we intend to build IQSTEL’s next generation of growth.
IOH is a mirror company of IQSTEL. It is incorporated in Nevada,
just like IQSTEL, has the same Board of Directors, the same executive management team, the same strategic vision, and remains 100% owned
by IQSTEL. What changes is not who controls our business—it is how efficiently we can execute our long-term strategy.
The proposed ULTRANET transaction has the potential to significantly
increase our revenue, profitability, operating scale, and geographic reach while opening new markets for IQSTEL Digital Services. We believe
it represents a major milestone in our evolution.
But we did not create IOH simply to support ULTRANET.
We created IOH because we are building IQSTEL for the future.
We wanted a corporate structure capable of supporting not only transformational M&A transactions but also the continued expansion
of IQSTEL Digital Services, which we believe represents one of the most exciting long-term growth opportunities for our Company.
Just as importantly, we believe this structure will strengthen
our access to institutional financing and give our shareholders a cleaner, more forthright view of our financials, our profit centers,
and our ability to grow. A simpler, more transparent platform is easier for institutional investors to finance and easier for our shareholders
to understand.
Our telecommunications business has built an extraordinary
global commercial platform. Our vision is to leverage that platform to distribute high-margin digital solutions while continuing to execute
strategic M&A that strengthens our business and expands our capabilities.
While our immediate priority remains the successful completion
of the proposed ULTRANET transaction during the third quarter, we believe the strategic flexibility created by IOH positions IQSTEL to
pursue opportunities that could have an even greater long-term impact on shareholder value.
We are not simply building a larger telecommunications company.
We are building a global technology platform capable of delivering sustained growth through strategic acquisitions, operational excellence,
and innovative Digital Services.”
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
IQST - IQSTEL Reports Preliminary First-Half 2026 Revenue
of $207 Million, Positioning the Company to Surpass a Half-Billion-Dollar Annual Revenue Run Rate and Exceed an $8 Million EBITDA Run
Rate
Preliminary first-half 2026 net revenue reached approximately
$207 million, compared to $130 million in the same period of 2025, representing approximately 59% year-over-year growth.
NEW YORK, NY – July 16th, 2026
– IQSTEL Inc. (NASDAQ: IQST), a rapidly growing multinational technology company providing telecommunications, fintech, AI-powered
communications, cybersecurity, and digital infrastructure services, today announced preliminary net revenue of approximately $207 million
for the first six months of 2026, compared to $130 million during the same period of 2025, representing approximately 59% year-over-year
growth.
The Company noted that its business has historically
generated stronger revenue during the second half of the year, making the first-half performance particularly encouraging and reinforcing
management’s confidence in delivering another transformational year.
Accelerating Toward a New Scale
Following the expected closing of the previously
announced acquisition of Ultranet during this quarter of 2026, IQSTEL expects to surpass a half-billion-dollar annual revenue run rate,
representing another significant milestone in the Company’s evolution.
The Ultranet acquisition is also expected to substantially
strengthen IQSTEL’s profitability profile, positioning the Company to exceed an $8 million annual EBITDA run rate while further
improving operating leverage and cash generation.
“Our first-half performance demonstrates the
strength of our business model and the successful execution of our growth strategy,” said Leandro Jose Iglesias, Chairman
and CEO of IQSTEL. “Achieving approximately 59% revenue growth during what has traditionally been our slower operating season gives
us tremendous confidence heading into the second half of the year.”
“With the expected completion of the Ultranet
acquisition this quarter, we believe IQSTEL will enter a new chapter, surpassing a half-billion-dollar annual revenue run rate while significantly
expanding profitability. More importantly, we are building a company designed for sustained long-term value creation.”
From Telecom Operator to Global Digital Services Platform
IQSTEL’s strategy extends well beyond revenue
growth. The Company has been transforming itself into a global technology platform capable of commercializing next-generation digital
services through the relationships it has built with telecommunications operators and enterprise customers worldwide.
Through its global commercial infrastructure, IQSTEL
estimates that its platform has a potential reach of approximately 2.3 billion end users, creating a unique opportunity to distribute
high-value digital services on a global scale.
The Company continues expanding its IQSTEL Digital
Services division, focusing on solutions including:
- Artificial Intelligence (AI) communications
- Cybersecurity services
- Fintech solutions
- Digital content distribution
- Enterprise digital applications
- Additional high-margin digital technologies
Management believes this commercial reach, combined
with its international carrier relationships and global operational footprint, represents one of IQSTEL’s most valuable strategic
assets.
Looking Ahead
Management remains focused on executing several strategic
priorities during the remainder of 2026, including:
- Completing the acquisition of Ultranet during the third quarter.
- Surpassing a half-billion-dollar annual revenue run rate.
- Exceeding an $8 million annual EBITDA run rate.
- Continuing the expansion of IQSTEL Digital Services.
- Leveraging its commercial platform with a potential reach of approximately 2.3 billion end users.
- Continuing to evaluate strategic acquisitions that strengthen profitability and expand the Company’s
global technology platform.
The Company expects to provide additional updates
regarding the Ultranet acquisition and its financial outlook as milestones are achieved.
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
