iQSTEL (NASDAQ: IQST) raises Series D True-Up Ratio cap to 5

Rhea-AI Filing Summary

iQSTEL Inc. amended the terms of its Series D Preferred Stock by filing a Third Amended and Restated Certificate of Designation in Nevada. The amendment keeps the authorized Series D Preferred shares at 100,000 but raises the cap on the conversion True-Up Ratio from 2.5 to 5.

With consent from the Series D holders, this higher True-Up Ratio cap applies retroactively to prior conversions, allowing the company to recalculate past True-Up Adjustments and issue any additional shares of common stock owed as Additional Shares. No other terms of the Series D Preferred Stock were changed.

Insights

Capital structure and securities analyst

iQSTEL raises the Series D True-Up cap, potentially increasing common share issuance.

iQSTEL Inc. revised its Series D Preferred Stock terms through a Third Amended and Restated Certificate of Designation. The number of authorized Series D Preferred shares remains at 100,000, but the cap on the conversion True-Up Ratio in the True-Up Adjustment mechanism increases from 2.5 to 5.

The amendment applies only to this True-Up Ratio feature and leaves all other Series D terms unchanged. Because the higher cap applies retroactively, the company is authorized to recalculate prior True-Up Ratios and issue any additional common shares owed as "Additional Shares" under the new 5 cap.

This change affects rights of both Series D holders and existing common shareholders, as it can result in more common stock being issued under past conversions. Future disclosures in company filings may provide details on the number of additional shares, if any, issued as a result of these recalculations.

false --12-31 0001527702 0001527702 2026-02-03 2026-02-03 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): February 3, 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 3.03. Material Modification to Rights of Security Holders.

The information contained in Items 5.03 related to the Third Amended and Restated Certificate of Designation and the terms of the Series D Preferred Stock is hereby incorporated by reference into this Item 3.03.

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

On February 3, 2026, iQSTEL Inc. (the “Company”) filed a Third Amended and Restated Certificate of Designation for the Series D Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Nevada to amend and restate the terms of its Series D Preferred Stock, originally established on November 3, 2023, first amended on July 7, 2025 and amended again on October 10, 2025.

The Third Amended and Restated Certificate of Designation maintains the number of authorized shares at 100,000 and revises the terms solely to increase the cap on the True-Up Ratio in the conversion True-Up Adjustment mechanism from 2.5 to 5. No other terms of the Series D Preferred Stock are changed.

The foregoing description of the Certificate of Designation is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

As consented to by the holders of the Series D Preferred Stock, the increased True-Up Ratio cap of 5 applies retroactively to prior conversions, authorizing the Company to recalculate the True-Up Ratio under the new cap and issue any additional shares of common stock owed as Additional Shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Third Amended and Restated Certificate of Designation for the Series D Preferred Stock, dated February 3, 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: February 3, 2026

3

FAQ

What did iQSTEL (IQST) change in its Series D Preferred Stock terms?

iQSTEL changed only the conversion True-Up Adjustment terms for its Series D Preferred Stock. The Third Amended and Restated Certificate of Designation raises the cap on the True-Up Ratio while keeping all other Series D terms and the 100,000 authorized preferred shares unchanged.

How did iQSTEL (IQST) modify the True-Up Ratio cap for Series D Preferred Stock?

iQSTEL increased the cap on the True-Up Ratio in the Series D Preferred Stock conversion True-Up Adjustment mechanism from 2.5 to 5. This higher cap directly affects how many common shares may be issued when True-Up Adjustments are calculated.

Does the iQSTEL (IQST) amendment change the number of authorized Series D Preferred shares?

No, the amendment keeps the number of authorized Series D Preferred shares at 100,000. The only change disclosed is to the conversion True-Up Ratio cap, which now can go up to 5 instead of 2.5 in the adjustment mechanism.

Is the new True-Up Ratio cap for iQSTEL (IQST) Series D applied retroactively?

Yes. With consent from Series D holders, the increased True-Up Ratio cap of 5 applies retroactively to prior conversions. This authorizes iQSTEL to recalculate earlier True-Up Ratios and issue any additional common shares owed as Additional Shares.

Could iQSTEL (IQST) issue more common shares because of this Series D amendment?

Yes, the filing states the company may recalculate past True-Up Adjustments using the new True-Up Ratio cap of 5 and issue any additional common stock owed as Additional Shares, meaning more common shares can be issued under previously completed Series D conversions.

Which corporate document did iQSTEL (IQST) file to amend the Series D terms?

iQSTEL filed a Third Amended and Restated Certificate of Designation for its Series D Preferred Stock with the Nevada Secretary of State. This document formally amends and restates the prior Series D designations and incorporates the higher True-Up Ratio cap.