iQSTEL (NASDAQ: IQST) revises Series D preferred conversion and dividend terms

Rhea-AI Filing Summary

iQSTEL Inc. has amended and restated the terms of its Series D Preferred Stock through a Second Amended and Restated Certificate of Designation filed in Nevada. The number of authorized Series D shares remains at 100,000, but the economic and conversion features are updated.

The Series D carries a 12% cumulative dividend, accruing from issuance and stopping just before conversion, with partial periods paid pro rata when declared by the Board. After three months from issuance, each share is initially convertible into 12.5 common shares, with a True-Up Adjustment that can increase the share amount based on a VWAP-based adjusted conversion price, subject to a $1.00 floor and a maximum True-Up Ratio of 2.5.

The Company may optionally redeem the Series D at 105% of the price paid by the holder. The shares have a liquidation preference senior to common stock, Series A, and Series C, and on parity with Series B, and generally have no voting rights except as required by law or for changes to their terms. A leak-out provision limits each holder’s post-conversion sales to 10% of average daily trading volume after three months.

Insights

Capital structure and securities analyst

iQSTEL reshapes Series D preferred economics with VWAP-based conversion.

iQSTEL Inc. updates its Series D Preferred Stock to keep 100,000 authorized shares while refining how the security converts and pays returns. The 12% cumulative dividend and senior liquidation preference give holders a defined income stream and priority over common stock, Series A, and Series C, with parity to Series B.

The key structural change is the True-Up Adjustment. After three months, each Series D share converts into 12.5 common shares, but a VWAP-based adjusted conversion price can increase the share count, subject to a $1.00 floor and a maximum True-Up Ratio of 2.5. This ties potential dilution to future trading prices and embeds both a downside protection feature for holders and a cap on additional shares.

The Company retains flexibility through an optional redemption at 105% of the price paid by the holder, while the leak-out restriction limiting each holder’s sales to 10% of average daily trading volume after three months moderates the pace of conversions and secondary selling. Overall, the amendment clarifies economic terms and mechanics for an existing preferred class rather than introducing a new financing.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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.

Understanding 8-K Material Events →

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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): October 10, 2025

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

On October 10, 2025, iQSTEL Inc. (the “Company”) filed a Second 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, and first amended on July 7, 2025. The Second Amended and Restated Certificate of Designation maintains the number of authorized shares at 100,000 and revises the terms by introducing a True-Up Adjustment mechanism to the conversion rate, as described below. The amended terms include the following key provisions:

• Dividend Rights: 12% cumulative dividend, payable as, when, and if declared by the Board of Directors, calculated on a 360-day year, accruing from the date of issuance and ceasing the day prior to conversion, with pro rata dividends for partial-year holdings.
• Conversion Rights: Following three months from the issuance date, the Series D Preferred Stock is convertible into common stock at a rate of 12.5 shares of common stock per share (the “Base Shares”), subject to adjustment for stock splits, dividends, or reorganizations. Additionally, a True-Up Adjustment mechanism applies, whereby the conversion may include additional shares based on a comparison of the original conversion price (based on the 10-day VWAP with a 20% discount at the time of issuance) to the lowest daily VWAP during the five trading days preceding the conversion date with a further 20% discount applied to such lowest daily VWAP (the “Adjusted Conversion Price”), with a floor of $1.00 and a maximum True-Up Ratio of 2.5.
• Redemption Provisions: Optional redemption by the Company at 105% of the price paid by the holder, upon not more than three trading days’ notice.
• Liquidation Preference: Senior to common stock, Series A Preferred Stock, and Series C Preferred Stock, and on parity with Series B Preferred Stock, in any liquidation, dissolution, or winding up of the Company.
• Voting Rights: No voting rights, except as required by law or for amendments to the Certificate of Designation or Articles of Incorporation that would alter the Series D Preferred Stock’s rights.
• Leak-Out Restriction: After three months, conversions to common stock and sales are limited to 10% of the average daily trading volume of the Company’s common stock per holder.

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 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Designation for the Series D Preferred Stock, dated October 10, 2025
104.1		Cover Page Interactive Data File (embedded within the inline XBRL document).

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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: October 10, 2025

3

FAQ

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

iQSTEL Inc. amended and restated the Certificate of Designation for its Series D Preferred Stock. The amendment keeps authorized Series D shares at 100,000 and revises key terms, including a 12% cumulative dividend, a VWAP-based True-Up Adjustment on conversion, an optional redemption at 105% of the price paid by the holder, specified liquidation preference, limited voting rights, and a leak-out restriction on post-conversion sales.

What are the dividend rights on iQSTEL (IQST) Series D Preferred Stock?

The Series D Preferred Stock pays a 12% cumulative dividend, calculated on a 360-day year. Dividends accrue from the date of issuance and cease the day before conversion. The dividend is payable as, when, and if declared by the Board of Directors, with pro rata dividends for partial-year holdings.

How does the conversion and True-Up Adjustment work for iQSTEL (IQST) Series D Preferred Stock?

After three months from issuance, each Series D share is convertible into 12.5 shares of common stock as Base Shares, subject to standard anti-dilution adjustments. A True-Up Adjustment compares the original conversion price, based on a 10-day VWAP with a 20% discount at issuance, to the lowest daily VWAP in the five trading days before conversion, with a further 20% discount to determine an adjusted conversion price. The adjustment is bounded by a $1.00 floor and a maximum True-Up Ratio of 2.5.

What redemption rights does iQSTEL (IQST) have on the Series D Preferred Stock?

iQSTEL may redeem the Series D Preferred Stock on an optional basis at 105% of the price paid by the holder. The Company must provide not more than three trading days’ notice to exercise this optional redemption right.

How is the Series D Preferred Stock ranked in iQSTEL (IQST) capital structure on liquidation?

In a liquidation, dissolution, or winding up, the Series D Preferred Stock has a liquidation preference senior to common stock, Series A Preferred Stock, and Series C Preferred Stock, and is on parity with Series B Preferred Stock. This priority defines the order in which holders may recover value relative to other equity classes.

Do iQSTEL (IQST) Series D Preferred Stock holders have voting rights?

Series D Preferred Stock generally has no voting rights. Voting arises only when required by law or when amendments to the Certificate of Designation or Articles of Incorporation would alter the rights of the Series D Preferred Stock, in which case holder approval is needed.

What leak-out restrictions apply to iQSTEL (IQST) Series D Preferred Stock conversions?

After three months, conversions of Series D into common stock and subsequent sales are limited by a leak-out restriction. Each holder may convert and sell only up to 10% of the average daily trading volume of iQSTEL common stock, which moderates the pace of share sales into the market.