iQSTEL (NASDAQ: IQST) revises Series B preferred conversion terms

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

iQSTEL Inc. reported that its board approved an Amended and Restated Certificate of Designation for its Series B Preferred Stock. The amendment lets Series B holders convert into common stock at any time with five days’ written notice, instead of only at the end of a 12‑month term with a 60‑day notice period. Upon conversion, the company will now pay the converting holder the proportional accrued and unpaid dividends on the converted shares up to, but not including, the actual conversion date. Holders of a majority of outstanding Series B Preferred shares provided written consent, and the amended designation was filed with the Nevada Secretary of State on June 17, 2026.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

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.

Key Figures

Amended COD filing date: June 17, 2026 New conversion notice period: 5 days written notice Prior conversion notice period: 60 days written notice +1 more

4 metrics

Amended COD filing date June 17, 2026 Filed with Nevada Secretary of State

New conversion notice period 5 days written notice Series B Preferred conversion after amendment

Prior conversion notice period 60 days written notice Series B Preferred conversion before amendment

Prior term before conversion 12-month term Conversion rights previously exercisable only at end of term

Key Terms

Series B Preferred Stock, Amended and Restated Certificate of Designation, conversion provisions, accrued and unpaid dividends, +1 more

5 terms

Series B Preferred Stock financial

"An Amended and Restated Certificate of Designation for the Company’s Series B Preferred Stock"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

Amended and Restated Certificate of Designation regulatory

"approved, by unanimous written consent, an Amended and Restated Certificate of Designation"

conversion provisions financial

"to revise the conversion provisions as follows"

accrued and unpaid dividends financial

"pay the converting holder the proportional accrued and unpaid dividends earned on the converted shares"

Accrued and unpaid dividends are dividend payments that a company has declared or owes to shareholders but has not yet actually paid out. For investors this matters because it represents cash they expect to receive—like a paycheck that’s been earned but not yet issued—and signals the company’s payment priorities and short-term cash health, which can affect shareholder returns and claims in cases like restructuring.

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Understanding 8-K Material Events →

06/17/2026 - 04:23 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What change did iQSTEL (IQST) make to its Series B Preferred Stock?

iQSTEL amended its Series B Preferred Stock terms to allow conversion into common stock at any time with five days’ written notice, replacing a limited 12‑month term conversion window and longer notice requirement.

How did the conversion timing change for iQSTEL’s Series B Preferred Stock?

Series B holders can now convert into common stock at any time after giving five days’ written notice. Previously, conversion rights were exercisable only at the end of a 12‑month term following issuance, with a longer notice period.

What notice period is now required to convert iQSTEL’s Series B Preferred shares?

The required written notice period for Series B Preferred Stock conversion was reduced to five days. Before this amendment, holders had to provide sixty days’ written notice before converting into the company’s common stock.

How are dividends handled when iQSTEL’s Series B Preferred shares are converted?

Upon conversion, iQSTEL will pay the converting Series B holder the proportional accrued and unpaid dividends on the converted shares. The calculation covers dividends earned up to, but not including, the actual conversion date specified.

Did iQSTEL obtain Series B holder approval for the amended terms?

Yes. iQSTEL obtained written consent from holders of a majority of the outstanding Series B Preferred Stock. This approval was required under Section 7 of the amended certificate of designation governing the Series B Preferred shares.

When was iQSTEL’s amended Series B Preferred certificate filed in Nevada?

The Amended and Restated Certificate of Designation for iQSTEL’s Series B Preferred Stock was filed with the Secretary of State of the State of Nevada on June 17, 2026, following board approval and majority holder consent.

Filing Exhibits & Attachments

4 documents