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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
20, 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 October 20, 2026, iQSTEL Inc. (the “Company”) entered into
a Securities Purchase Agreement (the “Purchase Agreement”) with M2B Funding Corp. (“M2B”) and ADI Funding LLC
(“ADI,” and together with M2B, the “Purchasers”). Pursuant to the Purchase Agreement, the Company issued and sold
to each Purchaser a senior secured, non-convertible promissory note in a maximum principal amount of $1,500,000 (each, a “Note,”
and together, the “Notes”), for an aggregate maximum principal amount of $3,000,000. Concurrently, the Company issued to each
Purchaser a pre-funded warrant to purchase 210,000 shares of the Company’s common stock (subject to adjustment) (the “Warrants”),
for an aggregate of 420,000 shares, and entered into a Security Agreement (the “Security Agreement”) with the Purchasers (with
M2B designated as Collateral Agent).
Each Note is funded in two tranches: (i) an initial advance of $750,000
per Purchaser (Tranche A), funded on or about October 20, 2026, and (ii) a second advance of up to $750,000 per Purchaser (Tranche B),
to be funded on or before December 1, 2026, subject to the satisfaction of closing conditions and the absence of an event of default.
At the initial closing, the Company paid each Purchaser a $10,000 legal fee and a $10,000 non-accountable expense fee, deducted from the
Tranche A advance, resulting in net proceeds of $730,000 per Purchaser for Tranche A ($1,460,000 aggregate net proceeds). The full $750,000
per Note is deemed outstanding principal and accrues interest. No additional fees are deducted from Tranche B absent a separate agreement.
The Notes bear interest at 18% per annum (computed on a 360-day year),
payable monthly in cash in arrears. Principal under each tranche is payable in four equal installments of 25% of the original funded principal
of that tranche, due six, twelve, eighteen, and twenty-four months after the actual funding date of the applicable tranche. Each tranche
matures twenty-four months after its funding date. The Notes are non-convertible at the election of the holders. The Company may, at its
option and subject to conditions (including written agreement on a stock payment price formula, Nasdaq rules, beneficial ownership limitations,
and share reservation requirements), elect to pay scheduled principal installments in shares of common stock valued at the lowest volume-weighted
average price over the prior 10 trading days. Until the parties agree in writing on the stock payment price formula, principal is payable
solely in cash. Interest remains payable in cash. Upon an event of default that remains uncured for the applicable period, the holders
may accelerate and demand payment of 120% of the outstanding funded principal plus accrued interest and other amounts.
The obligations under the Notes are secured by a first-priority security
interest in the Collateral (as defined in the Security Agreement), subject only to expressly permitted liens. M2B serves as Collateral
Agent for the Secured Parties. The Security Agreement includes customary representations, covenants, events of default, and remedies,
including the right of the Collateral Agent to take possession of and dispose of the Collateral upon an Event of Default.
The Warrants are exercisable at any time on or after the Grant Date (October
20, 2026) at a nominal exercise price of $0.0001 per share (subject to adjustment). The Warrants were fully earned and issued at the initial
closing, regardless of whether Tranche B is funded. They include cashless exercise provisions available six months after the Grant Date
if no effective registration statement is available for resale, beneficial ownership limitations (initially 4.99%, increasable to 9.99%
upon 61 days’ notice), anti-dilution adjustments for stock splits, dividends, and certain dilutive issuances, and Exchange Cap protections
consistent with Nasdaq rules. The Purchasers have piggyback registration rights with respect to the shares underlying the Warrants and
any shares issued in satisfaction of principal under the Notes, as set forth in the Purchase Agreement.
The proceeds of the financing are intended to support the Company’s
planned acquisition of a 51% controlling interest in Ultranet Telecom Group (“Ultranet”), as previously disclosed in the Company’s
Current Report on Form 8-K filed on or about June 4, 2026. The Company expects to execute a definitive share purchase agreement for the
Ultranet transaction in November 2026 and is targeting a closing in the middle of the first quarter of 2027, subject to customary closing
conditions. The Company expects Ultranet to contribute to making the Company cash-flow positive on a consolidated basis.
The foregoing description of the Purchase Agreement, Notes, Security Agreement,
Warrants, and related documents does not purport to be complete and is qualified in its entirety by reference to the full text of such
documents, copies of which are filed as Exhibits 4.1 through 4.4 and 10.1 and 10.2 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K
relating to the issuance of the Warrants is incorporated by reference into this Item 3.02. The Warrants were issued in a private placement
in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation
D promulgated thereunder, to accredited investors. The Company relied on the representations and warranties of the Purchasers in the Purchase
Agreement in making this determination. The Warrants and the shares issuable upon exercise thereof have not been registered under the
Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 8.01 Other Events.
On October 26, 2026, the Company issued a press release announcing the
closing of the first financing tranche described in Item 1.01 above and providing an update on the planned Ultranet acquisition. 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, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 4.1 |
Senior Secured Promissory Note, dated October 20, 2026, issued by iQSTEL Inc. to ADI Funding LLC. |
| 4.2 |
Senior Secured Promissory Note, dated October 20, 2026, issued by iQSTEL Inc. to M2B Funding Corp. |
| 4.3 |
Common Stock Purchase Pre-funded Warrant, dated October 20, 2026, issued by iQSTEL Inc. to ADI Funding LLC (210,000 shares). |
| 4.4 |
Common Stock Purchase Pre-funded Warrant, dated October 20, 2026, issued by iQSTEL Inc. to M2B Funding Corp. (210,000 shares). |
| 10.1 |
Securities Purchase Agreement, dated October 20, 2026, by and among iQSTEL Inc., M2B Funding Corp., and ADI Funding LLC. |
| 10.2 |
Security Agreement, dated October 20, 2026, by and among iQSTEL Inc., M2B Funding Corp. (as Collateral Agent), and ADI Funding LLC. |
| 99.1 |
Press Release, dated October 26, 2026. |
| 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: October 26, 2026
IQST - IQSTEL Closes Two-Year Non-Convertible Financing for
Ultranet, a Profitable $131 Million-Revenue West African Telecom Platform Expected to Make IQSTEL Cash-Flow Positive on a Consolidated
Basis
•
Up to $3 million in two-year senior secured, non-convertible promissory notes closed — debt financing with no conversion
feature.
•
Ultranet generated $130.9 million in 2025 revenue, up 30%, with $5.0 million in EBITDA and $4.6 million in net income, and
is expected to make IQSTEL cash-flow positive on a consolidated basis.
•
Ultranet’s six markets — Nigeria, Côte d’Ivoire, Ghana, Burkina Faso, Mali and Senegal — sit
in Sub-Saharan Africa, one of the world’s fastest-growing mobile regions.
•
IQSTEL Digital’s microdrama service is in commercial outreach to seven mobile operators serving approximately 93 million
subscribers.
New York, NY — October 26, 2026 — IQSTEL Inc.
(NASDAQ: IQST) (“IQSTEL” or the “Company”), a global telecommunications and technology company, today announced
that it has closed the first financing tranche for its planned acquisition of a 51% controlling interest in Ultranet Telecom Group (“Ultranet”).
The financing consists of two-year senior secured, non-convertible promissory notes of up to $3 million, together with pre-funded
warrants to purchase up to 420,000 shares of common stock. Full terms will be described in a Current Report on Form 8-K to be filed with
the U.S. Securities and Exchange Commission.
“We funded this step with two-year non-convertible
debt, so shareholders are not taking on conversion dilution to move Ultranet forward,” said Leandro Iglesias, CEO of IQSTEL.
“Ultranet gives us profitable scale in six fast-growing West African markets. Ultranet builds the base, and Digital Services,
starting with our microdrama, builds the margin.”
Ultranet: profitable scale in West Africa
Headquartered in Accra, Ghana, Ultranet provides international
telecom and messaging services across six West African markets, supported by exclusive international SMS gateway agreements with African
mobile operators. In 2025, Ultranet’s revenue grew 30% to $130.9 million from $100.9 million in 2024. It generated $5.0 million
in EBITDA, $4.6 million in net income and $5.5 million in cash flow from operations.1 IQSTEL expects Ultranet to bring the
Company to approximately $9 million in annualized adjusted EBITDA and to make it cash-flow positive on a consolidated basis.
Ultranet operates in one of the world’s fastest-growing
mobile regions. The GSMA estimates that mobile technologies contributed $240 billion to Africa’s economy in 2025,2 up
from about $220 billion in 2024,3 and expects that figure to reach $290 billion by 2030.2 Nigeria alone has more
than 195 million mobile subscriptions.4 Across the region, SMS remains the main channel for mobile-money confirmations and
identity-verification codes, the traffic that runs through gateways like Ultranet’s.5 IQSTEL also sees room to grow by
offering its Digital Services, including AI-driven communications, cybersecurity, fintech and content, to Ultranet’s operator customers.
Digital Services: microdramas as the first
recurring-revenue product
IQSTEL Digital’s first consumer subscription product
is a microdrama service built with IDILIO TV, a Colombian platform for short, vertical, Spanish-language serialized dramas. IDILIO TV
is backed by a seed round led by a16z speedrun, with Goodwater Capital, WndrCo and Nubank founder David Vélez, and has more than
2 million downloads.6
Omdia estimates global microdrama revenue at about $11 billion
in 2025, rising to about $14 billion by the end of 2026. More than 60% of that revenue comes from subscriptions and transactional payments,
and Chinese-language platforms account for roughly 83% of the market,7 leaving the more than 630 million Spanish speakers worldwide8
largely underserved. Regional streamers such as ViX have begun commissioning microdramas of their own.9
The service is sold through mobile operators and billed on
the customer’s phone bill, which matters where many consumers lack credit cards. IQSTEL Digital is in commercial outreach with seven
mobile operators serving approximately 93 million subscribers, and has set a 2027 operating objective of 300,000 active paid monthly subscriptions.
At an assumed price of $4 to $6 per month and a profit contribution of $0.50 to $1.00 per subscription per month after revenue sharing,
300,000 subscriptions would represent approximately $1.8 million to $3.6 million in annual profit contribution to IQSTEL Digital.
These figures are illustrative and are not guidance.10 No operator distribution agreements have been executed to date.
“Operators want content that keeps subscribers engaged
and adds revenue to the monthly bill. Microdramas do both,” Iglesias added. “Our focus now is turning discussions
with seven operators into signed distribution agreements.”
Financing and timeline
The two-year notes are secured and cannot be converted into
shares. Shares issued on exercise of the pre-funded warrants are subject to a holding period. The notes carry 18% annual interest, paid
monthly, and are structured to amortize in four equal semiannual installments, with 25% of the principal payable every six months over
the two-year term. IQSTEL expects the principal payments to be funded by the Company’s expected positive cash flow following the
acquisition. The Company expects to execute the Share Purchase Agreement in November 2026 and is targeting closing in the middle of the
first quarter of 2027, subject to customary closing conditions. The Company will file a Current Report on Form 8-K with the U.S. Securities
and Exchange Commission setting out the full details of the financing.
IQSTEL invites shareholders and investors to visit its investor
landing page at www.landingpage.iqstel.com for the Company’s latest presentations, growth roadmap and Ultranet updates.
Notes and sources
1 Ultranet figures are from its combined financial statements
for the year ended December 31, 2025, prepared in accordance with US GAAP, audited by an independent accounting firm and filed on Form
8-K. They are shown on a 100% basis; IQSTEL is acquiring a 51% interest. EBITDA, a non-GAAP measure, is profit before interest and tax
plus depreciation and amortization. Cash flow from operations excludes owner drawings that will not continue after the acquisition.
2 GSMA, The Mobile Economy Africa 2026, June 2026.
3 GSMA, The Mobile Economy Africa 2025.
4 Nigerian Communications Commission, industry statistics,
July 2026.
5 Mordor Intelligence, A2P SMS Market: Growth, Trends
and Forecasts (2026–2031).
6 IDILIO TV company data, as reported in IQSTEL’s
press release of August 27, 2026.
7 Omdia, microdrama market estimates, as cited in IQSTEL’s
press releases of September 3 and September 17, 2026.
8 Instituto Cervantes, El español: una lengua
viva, 2025 yearbook.
9 Ampere Analysis, Latin American commissioning data,
H1 2026.
10 Pricing and unit-economics assumptions are set out
in IQSTEL’s press releases of September 17 and October 8, 2026.
Market and industry data are from third-party sources that the Company
has not independently verified.
About IQSTEL Inc.
IQSTEL Inc. (NASDAQ: IQST) is a global telecommunications and
technology company operating through two core business divisions: Telecom and Digital Services. The Telecom Division is the foundation
of IQSTEL’s global platform, operating across 24 countries with more than 600 telecommunications carrier interconnections and delivering
international voice, SMS, messaging, and connectivity solutions to some of the world’s largest telecom operators and enterprise
customers. Through these customer relationships, IQSTEL’s platform has the potential to reach approximately 2.3 billion end users
worldwide. Building on this global infrastructure and commercial reach, the Digital Services Division is focused on higher-margin technology
solutions across Content Services, Artificial Intelligence, Intelligent Communications, Cybersecurity, Fintech, and Enterprise Automation.
Built through nearly two decades of organic growth and strategic acquisitions, IQSTEL is leveraging the scale and reach of its Telecom
business to accelerate the growth of Digital Services and drive its next phase of revenue and adjusted EBITDA expansion.
For more information, visit:
Corporate website: www.iqstel.com
Investor Relations Portal: www.ir.iqstel.com
IQSTEL Telecom website: www.iqsteltelecom.com
IQSTEL Digital Services website: www.iqsteldigital.com
Official Investor Landing Page: www.landingpage.iqstel.com
Safe Harbor Statement: This press release contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include
statements regarding the expected timing of execution of the Ultranet purchase agreement; the expected closing of the acquisition; the
expected financial contribution of Ultranet (including revenue, EBITDA, net income, and cash flow from operations); the Company’s
expected consolidated cash-flow position following the acquisition; the Company’s ability to service the notes from operations;
the expected timing of closing and accounting consolidation; the Company’s ability to offer Digital Services to Ultranet’s
customers; the Company’s microdrama distribution objectives, operator outreach, subscription objectives, pricing and illustrative
unit economics; and market and industry growth. These statements are based on current expectations and assumptions and involve risks and
uncertainties that could cause actual results to differ materially from those projected. Important factors that could cause actual results
to differ include, among others: failure to execute the purchase agreement or to satisfy or waive closing conditions; delays or adverse
outcomes in regulatory, compliance, or due diligence matters; the accuracy and completeness of Ultranet’s historical financial information;
integration risks and costs; political, economic, currency and regulatory conditions in the African markets in which Ultranet operates;
changes in the telecommunications market or customer relationships; failure to execute operator distribution agreements or to achieve
subscriber, pricing, retention or revenue-sharing assumptions for microdrama or other digital services; the accuracy of third-party market
data; the Company’s ability to generate sufficient cash flow to service the notes and other obligations; dilution or other effects
from the pre-funded warrants; the impact of the secured nature of the notes and related covenants; and the other risks and uncertainties
described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form
10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise.
Media and Investor Relations:
Ethan Walfish
Head of Investor Relations
IQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Phone: +1-4848-IQSTEL (477835)
Email: ir@iqstel.com
