Iqstel 8-K Filings

iQSTEL Inc. entered into a Contribution Agreement with certain subsidiaries on July 8, 2026 as part of an internal corporate realignment. Specified assets, equity interests, and operations are being contributed into newly formed or existing subsidiaries to streamline the corporate structure and improve operational efficiency. The reorganization is intended to better align legal entities with business lines, including fintech, AI, and digital services operations. Management, the Board of Directors, and overall business operations remain unchanged, and the realignment is not expected to have a material impact on consolidated financial statements.

iQSTEL Inc. updated the employment agreements of its CEO, Leandro Jose Iglesias, and CFO, Álvaro Quintana Cardona. Mr. Iglesias’ monthly base salary increased from $31,000 to $37,800, effective immediately, incorporating a previously approved $6,800 monthly relocation allowance for his move to Cyprus. The Board also approved a two-month cash performance bonus for Mr. Iglesias tied to relocation expenses, under the terms of his existing agreement, and allowed annual performance bonuses for both executives to be paid any time starting fifteen days after the filing of the company’s Form 10-K.

Equity compensation terms were materially revised, subject to stockholder approval under Nasdaq Listing Rule 5635(c). Existing annual equity incentives of up to 1,000,000 common shares for the CEO and 800,000 common shares for the CFO were replaced with annual equity performance incentives of up to 50,000 Series B Preferred Shares per year for each. For fiscal 2025, the Board approved grants of 20,000 Series B Preferred Shares to Mr. Iglesias and 14,000 to Mr. Quintana Cardona, contingent on stockholder approval to be sought via a Schedule 14C Information Statement. No Series B Preferred Stock will be issued and the equity amendments will not take effect unless that approval is obtained.

IQSTEL Inc. has signed a Binding Memorandum of Understanding to acquire a 51% controlling interest in ULTRANET Telecom Group, described as the largest transaction in its history. Based on ULTRANET’s FY 2025 audited results, the deal is expected to add about $130 million in annual revenue and $4.5 million in annual net income, which management says would roughly quadruple IQSTEL’s net income from operations and push its revenue run rate above $500 million.

ULTRANET is projected to contribute $21 million in total assets, $13 million in shareholders’ equity, and to help drive combined Adjusted EBITDA to roughly $9 million, about halfway to IQSTEL’s stated $15 million EBITDA target. Strategically, ULTRANET adds operations in six African markets and expands IQSTEL’s reach toward roughly 30 countries, supporting a shift from traditional telecom into higher‑margin digital services delivered through a network reaching about 2.3 billion end users.

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.

iQSTEL Inc. announced that its Board has authorized a share repurchase program for up to 1,000,000 shares of common stock. The program has no expiration date and may be funded in whole or in part by cash dividends from its subsidiary QXTEL, with repurchases executed in the open market, through block trades, or privately negotiated deals under Rule 10b-18.

The Board also authorized the use of Rule 10b5-1 trading plans, allowing a third-party broker to repurchase shares during blackout periods, subject to pricing and volume limits. Management states the decision reflects confidence in the company’s financial strength and believes the current market valuation undervalues a platform serving more than 600 telecom operators and approximately 2.3 billion end users. The release also reiterates a Binding MOU to acquire 51% of Ultranet Telecom Group, which, based on Ultranet’s FY 2025 audited results, is expected to add about $4.5 million in annual net income and significantly enhance iQSTEL’s earnings profile.

iQSTEL Inc. has entered into a Binding Memorandum of Understanding to acquire a 51% controlling interest in Ultranet Telecom Group, a fast-growing telecom and technology business based in Ghana with operations across multiple African and international markets.

The agreed total consideration for the 51% stake is US$17.6 million, including US$7 million in staged initial cash payments and up to US$10.6 million in deferred, performance-based payments tied to Ultranet reaching specified net income targets over 24 months. The structure also includes a minimum normalized working capital of about US$3.35 million at closing and standard adjustments.

The transaction is expected to add approximately US$130 million in annual revenue and about US$4.5 million in net profit based on Ultranet’s FY 2025 audited results, pushing iQSTEL above a US$500 million annualized revenue run rate. Closing is targeted for Q3 2026, subject to due diligence, regulatory approvals in Ghana and Nigeria, definitive documentation, and other customary conditions.

iQSTEL Inc. entered into a new equity financing arrangement with M2B Funding Corp., allowing the company to require the investor to purchase up to $50,000,000 of common stock over a commitment period tied to an effective resale registration statement.

Shares under each put will be priced at 94% of the lowest daily volume-weighted average price over six trading days after a put notice, subject to a $500,000 daily cap, volume caps, and a 19.99% exchange cap unless stockholder approval is obtained. The investor is further limited by a 4.99% beneficial ownership cap, which may be increased to 9.99%.

As consideration, iQSTEL will issue $1,000,000 in commitment shares, half at signing and half on the 12‑month anniversary or earlier termination, subject to a 20% daily volume leak-out. The company must file a resale S‑1 within 90 days and use best efforts to have it declared effective within 180 days, with liquidated damages of 0.25% per month, capped at 12% of the maximum commitment amount, for delays. Initial commitment shares were issued as unregistered securities under Section 4(a)(2) and/or Rule 506(b).

iQSTEL Inc. furnished an investor presentation outlining its strategy to grow as a global telecom and AI-driven digital services company. The presentation highlights a platform built on more than 600 telecom operator relationships across four continents and access to 2.3 billion customers.

Management describes a plan to expand its geographic reach from 20 to 30 countries and target an EBITDA run rate between $9M and $15M. The roadmap includes consolidating telecom subsidiaries and pursuing acquisitions in Africa and other high-growth regions.

The presentation also outlines a three-year growth target to scale from $15 million to $25 million and then to $50 million, and an accelerated EBITDA expansion path from about $2M today to roughly $4M, $9M and $15M through planned organic expansion and strategic acquisitions in 2026.

iQSTEL Inc. reported FY 2025 results with revenue of $316.9 million, an 11.9% increase from 2024, and record quarterly and annual performance. Gross profit rose to about $9–9.46 million, while stockholders’ equity grew from $11 million to roughly $16 million, a 37% gain.

The company generated over $2.7 million in adjusted EBITDA from its Telecom and Fintech segments and highlighted a clean capital structure with no convertible notes or warrants. SMS volume expanded from 13.9 billion to 17.4 billion messages, and gross margin improved from 2.74% to 3.46%, reflecting routing and platform efficiencies.

Management emphasized iQSTEL’s global distribution platform, reaching more than 600 telecom operators and about 2.3 billion end users across 21 countries. The company is entering higher-margin verticals in AI, cybersecurity, and digital health and articulated a goal to reach $1 billion in annual revenue within the next 24 months while continuing EBITDA expansion.

iQSTEL Inc. filed an update for investors that includes a detailed corporate presentation outlining its growth strategy, financial targets, and capital plans. Management positions the company as a global telecom and technology platform with more than 600 operator relationships across 20+ countries and operations on four continents.

The presentation highlights a $400 million revenue run rate, $317 million 2025 revenue, and a $430 million 2026 revenue forecast, alongside an adjusted EBITDA run rate of $2 million as of March 2026. iQSTEL projects EBITDA of $9–15 million at $500–600 million of revenue in 2026 and $25 million of EBITDA at $1 billion of revenue in 2027.

The company plans to raise approximately $20 million over the next 12 months to fund minority interest consolidation, two EBITDA-accretive acquisitions, AI and cybersecurity expansion, and working capital, targeting revenue above $500 million and EBITDA approaching $15 million over the next 24 months.

iQSTEL Inc. reported the results of its 2025 annual shareholder meeting held on January 30, 2026. Shareholders elected five directors—Leandro Jose Iglesias, Alvaro Quintana Cardona, Italo Segnini, Raul Perez, and Jose Antonio Barreto—for one-year terms ending at the 2026 annual meeting.

The highest "for" vote among directors was 5,221,035 for Leandro Jose Iglesias, with small abstention levels and no votes against. Shareholders also ratified Urish Popeck & Co., LLC as the independent registered public accounting firm for fiscal 2026 with 7,063,311 votes for, 72,956 against, and 56,291 abstaining. The company noted that over 51% of shareholders voted, sufficient to approve both proposals, and it issued a press release attached as Exhibit 99.1.

iQSTEL Inc. amended the terms of its Series D Preferred Stock by filing a Third Amended and Restated Certificate of Designation in Nevada. The amendment keeps the authorized Series D Preferred shares at 100,000 but raises the cap on the conversion True-Up Ratio from 2.5 to 5.

With consent from the Series D holders, this higher True-Up Ratio cap applies retroactively to prior conversions, allowing the company to recalculate past True-Up Adjustments and issue any additional shares of common stock owed as Additional Shares. No other terms of the Series D Preferred Stock were changed.

iQSTEL Inc. is confirming details of a previously announced one-time stock dividend of 75,529 free-trading common shares, valued at $500,000 based on the closing price on August 29, 2025. The dividend applies to shareholders of record on December 15, 2025, with distribution expected on or about December 30, 2025.

After additional share issuances before the record date, the company had 4,588,785 shares of common stock outstanding as of the close of business on the record date. The final effective distribution ratio will be approximately 0.01646 dividend shares per share, calculated using the fixed dividend pool and actual shares outstanding. Because allocations are rounded down to whole shares with no cash in lieu, about 75,521 dividend shares will actually be issued, a difference of 8 shares from the original 75,529 due solely to fractional rounding.

iQSTEL Inc. filed a current report to inform investors that it has issued several press releases related to a stock dividend for shareholders and other corporate matters. The company notes that press releases dated November 25, December 5, 2025 and December 15, 2025 are attached as exhibits to this report.

These press releases are being furnished as exhibits rather than formally filed, and they will only be incorporated into other securities filings if specifically referenced there. The report itself does not describe the terms of the stock dividend, directing readers instead to the attached press releases for full details.

iQSTEL Inc. furnished a corporate presentation to current and potential investors as a Regulation FD disclosure. The presentation, attached as Exhibit 99.1, provides an update on the company’s current operations and major projects.

The materials also describe iQSTEL’s strategic plans, goals, growth initiatives, outlook, and forecasts for future performance and industry development. The information is furnished rather than filed for liability purposes under the federal securities laws and is not automatically incorporated into other securities law filings unless specifically referenced, and it includes forward-looking statements subject to stated risks and uncertainties.

iQSTEL Inc. filed a Form 8-K reporting that on November 17, 2025 it issued a press release covering its results of operations for the quarter ended September 30, 2025 and other related matters. The company is furnishing this press release as Exhibit 99.1 to the Form 8-K. The filing states that the information in Item 2.02 and Item 9.01, including Exhibit 99.1, is being furnished rather than filed under the Securities Exchange Act of 1934 and will not be incorporated by reference into Securities Act filings unless specifically referenced.

iQSTEL Inc. filed a current report describing that it has issued press releases covering several corporate developments. The releases address the company’s recent financial achievements, its future dividend goals, and its planned entry into the cybersecurity sector through an agreement with Cycurion.

The report states that these press releases are provided as Exhibits 99.1 and 99.2 and are furnished, not filed, meaning they are not automatically subject to certain Exchange Act liabilities or incorporated into other securities filings unless specifically referenced.

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.

iQSTEL Inc. filed an amendment to its Stock-for-Stock Exchange Agreement that gives each party flexibility to satisfy a $500,000 dividend obligation either by distributing up to 50% of the shares received from the counterparty (specified as up to 75,529 iQSTEL shares to Cycurion and up to 1,933,488 Cycurion shares to iQSTEL) or by distributing an equivalent value of its own authorized common stock using the original agreement's valuation method. The amendment extends the closing window for issuance and delivery of shares from 30 to 60 business days following the original effective date of September 2, 2025, and sets a firm deadline of December 15, 2025 for completing required regulatory filings to enable dividend distribution by December 31, 2025. Parties must ensure any dividend shares comply with federal and state securities laws and Nasdaq listing rules.

iQSTEL Inc. filed a current report to let investors know it has issued a press release about a completed acquisition. The press release, dated September 16, 2025 and attached as Exhibit 99.1, discusses the acquired business, the company’s expected financial performance related to this acquisition, and future goals.

The filing explains that this information is being furnished under the financial information section and the exhibits section, and clarifies that the press release and related details are not treated as "filed" for liability purposes under the securities laws unless specifically incorporated into another filing. This keeps the focus on providing an update about the transaction and its anticipated financial impact through the referenced press release.

iQSTEL Inc. amended its Articles of Incorporation to significantly increase its authorized common stock, raising the limit from 3,750,000 shares to 26,000,000 shares. The amendment was filed in Nevada on September 16, 2025, and became effective after September 15, 2025, following the mailing of a definitive Information Statement on Schedule 14C on August 25, 2025, as required under Exchange Act Rule 14c-2. This change expands the number of shares the company is permitted to issue in the future but does not itself issue any new shares.

iQSTEL Inc. entered into a stock-for-stock exchange agreement with Cycurion Inc., creating a strategic alliance focused on AI-driven cybersecurity solutions for the global telecommunications industry. Each company will issue to the other common stock with an aggregate value of $1,000,000, with the number of shares based on the lower of the Nasdaq closing price on September 2, 2025 or the five-day average before that date.

The shares will be issued in book-entry form, with closing targeted for the third business day after the effective date and no later than 30 business days, subject to conditions such as board approvals and absence of legal impediments. Each company intends to distribute up to 50% of the shares received as a stock dividend to its own shareholders, subject to board and regulatory approvals, with the record date to be announced later.

The partnership formalizes six pillars of collaboration, including cybersecurity for telecom carrier infrastructure, white-label services, AI-driven optimization for Cycurion, development of a next-generation AI cybersecurity platform, coordinated product launches in the second half of 2025, and efforts to capitalize on a projected $500 billion cybersecurity market by 2030.

iQSTEL Inc. filed a current report describing that it has issued a press release covering potential acquisitions, future goals and other corporate matters. The company is furnishing this press release as Exhibit 99.1 under the financial information and exhibits sections of the report.

The furnished material, including Exhibit 99.1, is explicitly stated as not being deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into Securities Act registration statements unless specifically referenced.

IQSTEL (Nasdaq: IQST) filed an 8-K (Item 2.02) to furnish a press release outlining preliminary revenue results for January–May 2025. No specific dollar figures or EPS were included in the filing itself; they reside in Exhibit 99.1. Management’s decision to disclose mid-year performance indicates the information is considered material to investors. The company stated that the exhibit is furnished, not filed, thus limiting Exchange Act liability and preventing automatic incorporation into future registration statements. There were no other financial statements, debt updates, accounting changes, or corporate actions disclosed. CEO Leandro Iglesias signed the report on June 25 2025.

iQSTEL (NASDAQ:IQST) filed an 8-K announcing amended employment agreements for CEO Leandro Iglesias and CFO Alvaro Quintana Cardona approved on June 23, 2025.

Key terms: If remuneration is not paid on time, each officer may convert accrued salary/bonus into equity. Common stock uses the 10-day average price at a 25% discount; Series B Preferred uses the same discounted price divided by 12.5.

On June 24, 2025 the executives converted $631,500 of unpaid salary into 6,571 Series B Preferred shares, lowering cash liability and increasing potential dilution.

Full agreements are in Exhibits 10.1 and 10.2. The filing highlights cash-flow preservation, dilution risk and governance implications.