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2026-06-17
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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): June 17,
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 Amended and Restated Certificate of Designation and the terms of the Series B 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.
The Board of Directors of iQSTEL Inc. (the “Company”)
approved, by unanimous written consent, an Amended and Restated Certificate of Designation for the Company’s Series B Preferred
Stock (the “Amended COD”).
The Amended COD amends the Company’s prior Certificate
of Designation of Series B Preferred Stock to revise the conversion provisions as follows:
- Permit holders of Series B Preferred Stock to convert their shares into shares of the Company’s
common stock at any time upon five (5) days’ written notice to the Company (previously, conversion rights were exercisable only
in connection with the end of a 12-month term following issuance);
- Reduce the required written notice period for conversion from sixty (60) days to five (5) days;
and
- Provide that, upon conversion, the Company shall pay the converting holder the proportional
accrued and unpaid dividends earned on the converted shares up to but not including the actual conversion date.
The Company also obtained the written consent of the
holders of a majority of the outstanding shares of Series B Preferred Stock approving the Amended COD, as required by Section 7 of the
Amended COD.
The Amended COD was filed with the Secretary of State
of the State of Nevada on June 17, 2026.
The foregoing description of the Amended COD is qualified
in its entirety by reference to the full text of the Amended COD, a copy of which is filed as Exhibit 3.1 to this Current Report on Form
8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description |
| 3.1 |
Amended
and Restated Certificate of Designation of Series B Preferred Stock of iQSTEL Inc., dated June 17, 2026
|
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: June 17, 2026
