iQSTEL secures $50M equity purchase facility

iQSTEL Inc. entered into a new equity financing arrangement with M2B Funding Corp., allowing the company to require the investor to purchase up to $50,000,000 of common stock over a commitment period tied to an effective resale registration statement.

Rhea-AI Filing Summary

iQSTEL Inc. entered into a new equity financing arrangement with M2B Funding Corp., allowing the company to require the investor to purchase up to $50,000,000 of common stock over a commitment period tied to an effective resale registration statement.

Shares under each put will be priced at 94% of the lowest daily volume-weighted average price over six trading days after a put notice, subject to a $500,000 daily cap, volume caps, and a 19.99% exchange cap unless stockholder approval is obtained. The investor is further limited by a 4.99% beneficial ownership cap, which may be increased to 9.99%.

As consideration, iQSTEL will issue $1,000,000 in commitment shares, half at signing and half on the 12‑month anniversary or earlier termination, subject to a 20% daily volume leak-out. The company must file a resale S‑1 within 90 days and use best efforts to have it declared effective within 180 days, with liquidated damages of 0.25% per month, capped at 12% of the maximum commitment amount, for delays. Initial commitment shares were issued as unregistered securities under Section 4(a)(2) and/or Rule 506(b).

Insights

Capital markets analyst

iQSTEL secures a flexible but potentially dilutive $50M equity line.

The agreement gives iQSTEL access to up to $50,000,000 in equity financing at a 6% discount to market VWAP, drawn at the company’s option over up to 60 months after the resale registration becomes effective.

Share issuance is constrained by a 19.99% exchange cap and a 4.99%–9.99% beneficial ownership cap, which can help limit concentration. However, the $1,000,000 in commitment shares and discounted pricing imply dilution that will depend on how much of the facility iQSTEL uses.

The company must file a resale S‑1 within 90 days and target effectiveness within 180 days, with liquidated damages of 0.25% per month (capped at 12% of the commitment) if timelines slip. Subsequent filings will show actual drawdowns and their impact on the share count.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Equity commitment size: $50,000,000 Share pricing discount: 94% of lowest 6-day VWAP Daily purchase cap: $500,000 +5 more

8 metrics

Equity commitment size $50,000,000 Maximum common stock purchase amount under Equity Purchase Agreement

Share pricing discount 94% of lowest 6-day VWAP Per-share price for each put to investor

Daily purchase cap $500,000 Maximum daily purchase amount under the facility

Exchange cap 19.99% Cap based on shares outstanding on execution date absent stockholder approval

Beneficial ownership limit 4.99%–9.99% Investor’s Beneficial Ownership Limitation under the agreement

Commitment shares value $1,000,000 Equity consideration to investor, split at signing and 12 months

Liquidated damages rate 0.25% per month Penalties for registration delays, capped at 12% of commitment

Commitment period length 60 months Maximum duration from effective date of registration

Key Terms

Equity Purchase Agreement, Registration Rights Agreement, Beneficial Ownership Limitation, Exchange Cap, +2 more

6 terms

Equity Purchase Agreement financial

"entered into (i) an Equity Purchase Agreement (the “Purchase Agreement”)"

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

Registration Rights Agreement regulatory

"and (ii) a Registration Rights Agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Beneficial Ownership Limitation regulatory

"The Investor is subject to a Beneficial Ownership Limitation (initially 4.99%, increasable to 9.99%)."

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Exchange Cap regulatory

"and an Exchange Cap of 19.99% of shares outstanding on the Execution Date"

Registrable Securities regulatory

"file a resale S-1 registration statement covering all Registrable Securities within 90 days"

Rule 506(b) of Regulation D regulatory

"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D."

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing agreement did iQSTEL (IQST) enter into with M2B Funding Corp.?

iQSTEL entered an Equity Purchase Agreement and Registration Rights Agreement with M2B Funding Corp. The investor may be required to buy up to $50,000,000 of common stock, subject to pricing formulas, caps, and an effective resale registration statement.

How much capital can iQSTEL (IQST) raise under the new equity facility?

The agreement allows iQSTEL to require M2B Funding Corp. to purchase up to $50,000,000 of common stock. Draws occur over a commitment period of up to 60 months after the resale S-1 registration statement is declared effective by the SEC.

How is the share price determined for iQSTEL (IQST) sales under the Equity Purchase Agreement?

Each put is priced at 94% of the lowest daily volume-weighted average price during the six trading days after a put notice. This creates a built-in 6% discount to market VWAP for the investor, subject to daily and volume-based caps.

What ownership and exchange caps apply to iQSTEL’s (IQST) equity line with M2B Funding?

The facility is limited by a 19.99% exchange cap based on shares outstanding on the execution date, unless stockholders approve more. The investor also faces a Beneficial Ownership Limitation initially at 4.99%, which can be increased to 9.99% under the agreement.

What commitment shares and penalties are included in iQSTEL’s (IQST) new financing deal?

iQSTEL will issue $1,000,000 of commitment shares, half at signing and half on the 12-month anniversary or earlier termination, subject to a 20% daily volume leak-out. Delays in registration timelines trigger liquidated damages of 0.25% per month, capped at 12% of the maximum commitment amount.

What are iQSTEL’s (IQST) registration obligations under the Registration Rights Agreement?

The company must file a resale S-1 registration statement covering all registrable securities within 90 days and use best efforts to have it declared effective within 180 days. The investor also receives customary review and comment rights on the registration statement and related prospectuses.

How were the initial commitment shares to M2B Funding issued by iQSTEL (IQST)?

On April 30, 2026, iQSTEL issued the initial commitment shares to M2B Funding Corp. as unregistered securities. The issuance relied on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, to an accredited investor.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 05:10 PM Learn about SEC filing dates

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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): April 30, 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 1.01. Entry into a Material Definitive Agreement.

On April 30, 2026, IQSTEL, Inc. (the “Company”) entered into (i) an Equity Purchase Agreement (the “Purchase Agreement”) and (ii) a Registration Rights Agreement (the “Registration Rights Agreement”) with M2B Funding Corp. (the “Investor”).

Pursuant to the Purchase Agreement, the Company may, from time to time during the Commitment Period, require the Investor to purchase up to $50,000,000 of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a per-share price equal to 94% of the lowest daily volume-weighted average price during the six Trading Days following delivery of a Put Notice, subject to volume-based caps, a daily maximum of $500,000, and an Exchange Cap of 19.99% of shares outstanding on the Execution Date (unless stockholder approval is obtained). The Investor is subject to a Beneficial Ownership Limitation (initially 4.99%, increasable to 9.99%).

The Commitment Period begins on the date the Registration Statement (as defined below) is declared effective by the SEC (the “Effective Date”) and ends on the earlier of: (i) the date the Investor has purchased the full $50,000,000, (ii) the date that is sixty (60) months after the Effective Date, (iii) written termination notice by the Company (subject to the terms of the Purchase Agreement), or (iv) termination by the Investor as provided in the Purchase Agreement.

As consideration for the commitment, the Company will issue Commitment Shares valued at $1,000,000 (half on the Execution Date; half on the 12-month anniversary or earlier termination), subject to a 20% daily volume leak-out restriction.

The Registration Rights Agreement requires the Company to file a resale S-1 registration statement covering all Registrable Securities within 90 days and to use best efforts to have it declared effective within 180 days, with customary liquidated damages (0.25% per month, capped at 12% of the Maximum Commitment Amount) for delays. The Investor has customary review and comment rights on the registration statement and related prospectuses.

The agreements contain customary representations, warranties, covenants, conditions, and indemnification provisions. The Purchase Agreement may be terminated by the Company upon 30 days’ notice (subject to a termination fee) or upon certain other events. Proceeds will be used for general corporate purposes. There is no material relationship between the Company and the Investor other than as contemplated by the agreements.

The foregoing descriptions are qualified in their entirety by reference to the full text of the Purchase Agreement and Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities

On April 30, 2026, the Company issued the Initial Commitment Shares to the Investor pursuant to the Purchase Agreement. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. The Investor represented that it is an accredited investor.

Item 9.01 Financial Statements and Exhibits.(d) Exhibits

Exhibit No.	Description
10.1	Equity Purchase Agreement, dated April 30, 2026, by and between IQSTEL Inc. and M2B Funding Corp.
10.2	Registration Rights Agreement, dated April 30, 2026, by and between IQSTEL Inc. and M2B Funding Corp.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 1, 2026

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-10 EQUITY PURCHASE AGREEMENT, DATED APRIL 30, 2026, BY AND BETWEEN IQSTEL INC. AND 195.0 KB
• EX-10 REGISTRATION RIGHTS AGREEMENT, DATED APRIL 30, 2026, BY AND BETWEEN IQSTEL INC. 104.9 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB