iQSTEL (NASDAQ: IQST) lifts authorized common stock limit to 26M shares

Rhea-AI Filing Summary

iQSTEL Inc. amended its Articles of Incorporation to significantly increase its authorized common stock, raising the limit from 3,750,000 shares to 26,000,000 shares. The amendment was filed in Nevada on September 16, 2025, and became effective after September 15, 2025, following the mailing of a definitive Information Statement on Schedule 14C on August 25, 2025, as required under Exchange Act Rule 14c-2. This change expands the number of shares the company is permitted to issue in the future but does not itself issue any new shares.

Insights

Equity & Governance Analyst

iQSTEL greatly expands its capacity to issue common stock.

The amendment lifts iQSTEL's authorized common stock from 3,750,000 to 26,000,000 shares. Authorized shares are the maximum the company is allowed to issue, so this move materially increases potential future equity issuance capacity without directly changing current outstanding shares.

This type of change can support capital-raising, stock-based compensation, or strategic transactions if the company later chooses to issue additional shares. Any future impact on existing holders would depend on how many of these newly authorized shares are ultimately issued and for what purposes, which are not detailed in this disclosure.

The effectiveness is tied to the company’s Schedule 14C process, with the mailing completed on August 25, 2025 and the increase effective after September 15, 2025. Subsequent company communications and filings would be expected to describe any specific issuances that use this expanded authorization.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 16, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 16, 2025, iQSTEL Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to increase its authorized common stock from 3,750,000 shares of common stock to 26,000,000 shares of common stock.

Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the increase in the authorized shares of common stock is effective twenty (20) days after a definitive Information Statement on Schedule 14C is mailed to stockholders of the Company. The Company completed such mailing of a definitive Information Statement on Schedule 14C on August 25, 2025, thereby making such increase in authorized shares of common stock effective after September 15, 2025, under Exchange Act Rule 14c-2. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Articles of Incorporation, dated September 16, 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 19, 2025

3

FAQ

What change did iQSTEL (IQST) make to its capital structure?

iQSTEL Inc. filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized common stock from 3,750,000 shares to 26,000,000 shares.

When did iQSTEL's increase in authorized common stock become effective?

The increase in authorized common stock became effective after September 15, 2025, in accordance with Exchange Act Rule 14c-2.

How was the iQSTEL (IQST) share increase approved and noticed to stockholders?

The increase was implemented after a definitive Information Statement on Schedule 14C was mailed to stockholders on August 25, 2025, satisfying Rule 14c-2 requirements.

Does the iQSTEL amendment mean new shares were issued immediately?

No. The amendment increases the number of shares iQSTEL is authorized to issue, but it does not itself issue any new shares of common stock.

What exhibit did iQSTEL file related to the authorized share increase?

iQSTEL filed Exhibit 3.1, the Amendment to Articles of Incorporation dated September 16, 2025, along with an inline XBRL cover page file as Exhibit 104.1.

Which market is iQSTEL (IQST) common stock listed on?

iQSTEL’s common stock, under the trading symbol IQST, is listed on the Nasdaq Capital Market.