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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 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 1.01. Entry into a Material Definitive Agreement.
On June 3, 2026, iQSTEL Inc. (the “Company”)
entered into a Binding Memorandum of Understanding (the “MOU”) with Ultranet Telecom Group and its shareholders, Raymond Oppong-Dapaah
and Mohsin Ali (collectively, the “Sellers”), pursuant to which the Company agreed to acquire a 51% controlling interest in
the Ultranet Telecom Group (the “Ultranet Business”).
The Ultranet Business is a fast-growing telecommunications
and technology company headquartered in Ghana with operations across multiple African countries (including Ghana, Nigeria, Mali, Burkina
Faso, Senegal, and Ivory Coast) and international markets. The transaction is structured through a newly established UAE holding company
structure (Ultranet GH Holdings Limited as HoldCo owning 100% of Ultranet Global Communications Limited as OpCo), which will exercise
full operational and economic control over the existing operating entities (Ultranet Telecom Limited (Ghana) and Ultranet Telecoms Limited
(Nigeria)) via exclusive economic agreements and irrevocable call options for nominal consideration.
The total consideration for the 51% interest is US$17,600,000,
allocated as follows:
- Initial cash payments: US$7,000,000 (US$3,000,000 at execution of the definitive Purchase Agreement,
US$2,000,000 within 45 days post-closing, and US$2,000,000 within 90 days post-closing).
- Deferred/contingent payments: Up to US$10,600,000 payable in two tranches (US$5,300,000 at
12 months and US$5,300,000 at 24 months), subject to Ultranet achieving specified net income targets (US$4.5 million in Year 1 and US$9.5
million cumulative over two years, based on US GAAP audited financial statements). Payments are subject to proportional reductions if
targets are not fully met (with a 70% threshold) and a potential performance bonus if cumulative net income exceeds US$9.5 million.
- Working capital adjustment: The Company will receive a minimum normalized working capital of
approximately US$3,350,000 at closing, with dollar-for-dollar adjustments (subject to a US$50,000 collar) and a post-closing true-up.
The MOU includes customary closing conditions, including
completion of due diligence, regulatory approvals (including from the Ghana NCA and Nigeria NCC), execution of definitive documentation,
FCPA audit, third-party valuation, and maintenance of ordinary-course operations. The definitive Purchase Agreement is targeted for execution
within 60 days, with closing anticipated in Q3 2026. The MOU also contains exclusivity, non-compete (Africa scope), confidentiality, termination
fee, indemnification, equity clawback (in case of payment default), and post-closing governance provisions (including majority board control
for the Company and continued operational leadership by the Sellers under employment agreements).
The transaction is expected to add approximately US$130
million in annual revenue and US$4.5 million in net profit (based on Ultranet’s FY 2025 audited financial statements), pushing the
Company above a US$500 million annualized revenue run rate. The foregoing description of the MOU is qualified in its entirety by reference
to the full text of the MOU, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On June 4, 2026, iQSTEL Inc. issued a press release announcing entry into the Binding MOU described in Item 1.01 above. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 8.01 (including Exhibit 99.1)
shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.(d) Exhibits
| Exhibit No. |
Description |
| 10.1 |
Binding Memorandum of Understanding, dated June 3, 2026, by and among iQSTEL Inc., Ultranet Telecom Group, Raymond Oppong-Dapaah, and Mohsin Ali (filed herewith). |
| 99.1 |
Press Release dated June 4, 2026 (furnished herewith). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 4, 2026
IQST - IQSTEL ANNOUNCES BINDING MOU TO ACQUIRE
51% INTEREST IN ULTRANET TELECOM GROUP, POSITIONING THE COMPANY ABOVE A HALF-BILLION-DOLLAR REVENUE RUN RATE AND INCREASING NET INCOME
FROM OPERATIONS BY 4x
Ultranet Expected
to Contribute Approximately $130 Million in Revenue and Approximately $4.5 Million in Net Profit (based
on FY 2025 audited financial statements)
NEW YORK, NY — June 4th, 2026 — IQSTEL
Inc. (NASDAQ: IQST), a global Connectivity, AI, and Digital Services company, today announced a Binding Memorandum of Understanding
(“MOU”) to acquire a 51% controlling interest in Ultranet Telecom Group (“Ultranet”), a fast-growing telecom and
technology company headquartered in Ghana with operations across Africa and international markets.
The transaction, expected to be the largest acquisition
ever performed by IQSTEL, is projected to add approximately $130 million in annual revenue and approximately $4.5 million in net profit
based on Ultranet’s FY 2025 audited financial statements.
With this acquisition, IQSTEL reaches a major corporate
milestone by surpassing a $500 million annualized revenue run rate, further accelerating the company’s strategic path toward becoming
a $1 billion global technology-driven corporation.
Additionally, 60% of the consideration is contingent
upon Ultranet achieving specified net income targets over the next 24 months, aligning the interests of both parties and reinforcing a
performance-driven transaction structure.
The parties anticipate that the transaction will support
IQSTEL’s long-term growth objectives, subject to the completion of due diligence, the negotiation and execution of definitive agreements,
and other customary closing conditions.
“In this transaction we are expanding our global footprint
and operational scale,” said Leandro Iglesias, CEO of IQSTEL. “This is more than an acquisition, it is a
strategic partnership combining Ultranet’s powerful African telecom platform with IQSTEL’s global commercial infrastructure,
AI capabilities, and digital services vision. Together, we intend to accelerate Ultranet’s Africa growth and launch the Ultranet
platform into the Middle East and Asia. Raymond Oppong-Dapaah and his management team will continue leading day-to-day operations
and will now have access to greater financial resources, a larger global platform, and expanded technology capabilities to pursue
significantly larger opportunities.”
Raymond Oppong-Dapaah, CEO and Owner of Ultranet
Telecom Group, added: “We were looking for a strategic partner to accelerate our Africa growth and expand into the Middle
East and Asia. IQSTEL brings global scale, financial strength, and a strong digital services vision that we believe will take Ultranet
to the next level. By partnering with IQSTEL, we gain the ability to accelerate larger projects, enter new regions more quickly, and
access a much broader international ecosystem.”
Ultranet’s Platform and Strategic Assets
Ultranet operates across Ghana, Nigeria, Mali, Burkina Faso, Senegal,
and Ivory Coast, with commercial activities in Europe, Asia, and North America.
A key strategic asset of Ultranet is its portfolio of six exclusive
international SMS gateway agreements with leading African mobile operators, granting sole international SMS routing rights in their
respective markets. These strategic exclusivity agreements represent high-barrier-to-entry assets with recurring revenue characteristics
and strong long-term commercial value.
Strategic Advantages of the Combination
The combined platform is expected to operate in approximately
30 countries across 5 continents. IQSTEL believes the transaction creates substantial strategic value through:
•
Expanded telecom infrastructure and carrier operations
•
Accelerated growth of high-margin Digital Services, AI,
and fintech
•
Acelerating our presence in Africa, Middle East, Asia
•
Stronger international interconnection capabilities
•
Operational synergies and cost efficiencies
Transaction Timeline
The parties are working toward a Definitive Purchase Agreement
within 60 days, with a target close in Q3 2026. Financial terms are not being disclosed at this time; additional details will
be provided in a Current Report on Form 8-K to be filed with the SEC.
Additional Note: Management Participating in Podcast
Today
The CEO of IQSTEL, Leandro Iglesias, and the CFO of
IQSTEL, Alvaro Quintana, will be participating today at 11:00 a.m. in the Seth Farbman Podcast to discuss the company’s vision and
the execution of its business plan.
https://podcasts.apple.com/us/podcast/seth-farbman-on-podcast-from-startup-to-stock-exchange/id1356667808
About Ultranet Telecom Group
Ultranet Telecom Group (www.ultranetgh.com) is a telecommunications
and technology company headquartered in Ghana, providing integrated telecom, connectivity, messaging, and technology services across Africa
and international markets. Ultranet operates telecom infrastructure and commercial operations across multiple African countries and maintains
strategic relationships with major regional telecom operators.
About IQSTEL Inc.
IQSTEL Inc. (NASDAQ: IQST)
is a global telecom and technology company operating in 21 countries with over 600 Telecommunication Carrier Interconnections. The company
delivers international voice, SMS, messaging, connectivity, and mobile financial services to telecom operators and enterprise customers
worldwide. Built through a decade of organic growth and strategic acquisitions, IQSTEL is now expanding into AI-powered communications
and cybersecurity through its RealityBorder.com AI Division and Cycurion partnership.
For more information, please visit www.IQSTEL.com.
Official Investors Landing Page: www.landingpage.iqstel.com
Safe Harbor Statement:
Statements in this news release may be “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but
are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other information relating
to our future activities or other future events or conditions, including statements regarding the expected benefits, timing, and financial
impact of the proposed Ultranet transaction. Words such as "anticipate," "believe," "estimate," "expect,"
"intend", "could" and similar expressions, as they relate to the company or its management, identify forward-looking
statements. These statements are based on current expectations, estimates, and projections about our business and the proposed transaction
and are subject to risks and uncertainties. Important factors that could cause actual results and financial condition to differ materially
from those indicated in the forward-looking statements include, among others: our ability to successfully complete the proposed acquisition,
including obtaining required regulatory approvals from the Ghana NCA and Nigeria NCC and negotiating definitive documentation on acceptable
terms; the risk that the transaction may not close or may close on terms different than expected; our ability to integrate Ultranet’s
operations; Ultranet’s ability to achieve the projected revenue and net income targets; our continued ability to pay operating costs
and meet demand; competition in the telecom sector; changes in cybersecurity and telecom markets; our ability to develop new products
and services; our success with strategic alliances; our ability to comply with applicable regulations; our ability to secure capital when
needed; and the other risks and uncertainties described in our prior filings with the Securities and Exchange Commission.
These statements are not guarantees of future performance
and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may and are likely
to differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements
speak only as of the date of this news release, and IQSTEL Inc. undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date of this news release.
Media and Investor Relations:
Ethan Walfish
Head of Investor Relations
IQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gates, FL 33134
Email: ir@iqstel.com
