iQSTEL Inc. filings document material events for a Nevada technology and telecommunications issuer, including operating-result releases, Regulation FD investor presentations, shareholder-meeting voting results and amendments to preferred-stock rights. Recent 8-K disclosures also describe capital-structure matters such as Series D Preferred Stock terms, common-stock dividend mechanics and equity financing agreements with related registration rights.
The filing record centers on formal disclosures about IQSTEL's telecom, fintech, AI, cybersecurity and digital-services strategy, along with governance actions, securities terms, exhibit filings and management presentations furnished to the market.
IQSTEL Inc. obtained written consent from holders of approximately 51.23% of its voting power to approve two major actions without a shareholder meeting. First, the company approved, for Nasdaq Listing Rule 5635(d) purposes, issuing more than 19.99% of its pre-transaction common stock under a $50,000,000 equity line with M2B Funding Corp. and upon conversion and retroactive true-up of Series D Preferred Stock held in connection with ADI Funding arrangements, including ratifying any past issuances that may have exceeded the 20% threshold.
As of June 30, 2026, common shares outstanding were 9,631,709. The M2B facility allows discretionary puts at a 6% discount to the lowest VWAP over a six-day period, subject to an exchange cap, beneficial ownership limits, and other conditions, with up to $1,000,000 of commitment shares as a fee. Series D Preferred carries a 12% share-paid dividend, a 12.5:1 base conversion and a true-up adjustment capped at a 5x ratio, potentially leading to significant additional share issuances.
Second, under Nasdaq Listing Rule 5635(c), stockholders approved material amendments to CEO and CFO employment agreements, replacing prior common-stock incentives with up to 50,000 Series B Preferred Shares annually for each, and granting 20,000 Series B shares to the CEO and 14,000 to the CFO for FY‑2025. Series B Preferred carries a $81 per-share liquidation preference, a 24% in-kind dividend, and a 12.5:1 conversion ratio, all of which may dilute common shareholders over time.
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. has filed a resale registration covering up to 11,000,000 shares of common stock to be sold from time to time by M2B Funding Corp. under an equity line financing. These include up to 10,000,000 Purchase Shares and up to 1,000,000 Commitment Shares tied to a $50,000,000 purchase agreement.
IQSTEL may, at its discretion, sell stock to M2B over a 60‑month period at a 6% discount to the lowest daily VWAP in each pricing window, subject to volume caps, a 4.99%–9.99% beneficial ownership limit, and a 19.99% Nasdaq Exchange Cap. The company would receive cash only when it sells new shares to M2B; it receives no proceeds from M2B’s resales under this prospectus. As of May 20, 2026, IQSTEL had approximately 6,735,946 common shares outstanding.
IQSTEL Inc. reported strong top-line growth but continued losses for the three months ended March 31, 2026. Revenue rose to $97.9 million from $57.6 million a year earlier, driven by its telecom subsidiaries and the July 2025 acquisition of GlobeTopper, which contributed $13.0 million.
Cost of revenue increased to $95.8 million, leaving gross profit of $2.1 million and an operating loss of $958,009. Net loss widened to $1.39 million, pressured by $351,000 of interest expense on high-rate borrowings used to fund acquisitions.
The balance sheet shows cash of $2.6 million, total assets of $44.5 million, and total liabilities of $30.2 million. Management discloses recurring operating losses, negative working capital, and dependence on external financing, which raise substantial doubt about the company’s ability to continue as a going concern.
Subsequent to quarter-end, IQSTEL entered a $50 million Equity Purchase Agreement with M2B Funding Corp., allowing it to sell common stock over a commitment period at a discount to market, subject to ownership and volume limits. This facility is intended to support general corporate purposes but may be dilutive to existing shareholders.
iQSTEL Inc. submitted a Notification of Late Filing (Form NT 10-Q) stating it could not timely compile the financial statements and related disclosures for the Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company expects to file the Quarterly Report on or before May 20, 2026.
The notification cites unreasonable effort or expense in completing the required disclosures and is signed by Leandro Iglesias, Chief Executive Officer, dated May 15, 2026. The filing identifies SEC file number 000-55984 and CUSIP 46265G 206.
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).