iQSTEL Inc SEC Filings

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 Inc. shareholders approved an amendment to the Articles of Incorporation to increase authorized shares of Common Stock from 3,750,000 to 26,000,000. The document includes a voting table showing holders of Series A Preferred Stock and Common Stock and votes cast. Reported votes include Alvaro Quintana Cardona (Series A Preferred: 1,092,491 votes, 15.30%), and Common Stock holdings and votes for Leandro Iglesias (26,193 votes, 0.367%), Alvaro Quintana Cardona (16,649 votes, 0.233%), Raul Perez (2,625 votes, 0.037%), Italo Segnini (750 votes, 0.011%) and Jose A. Barreto (2,625 votes). Several table fields and aggregate totals are not provided in the excerpt.

IQSTEL Inc. reported consolidated results for the quarter and six months ended June 30, 2025 showing stable revenue but continued losses and liquidity pressure. Revenue was $72.18 million for the quarter and $129.82 million for the six months, essentially flat versus prior-year six-month revenue of $130.05 million. Gross profit remained small at $3.81 million for six months. The company recorded a six-month net loss of $3.49 million versus $2.54 million a year earlier, widening the accumulated deficit to $36.41 million. Total assets declined to $51.41 million from $79.01 million at year-end, while total liabilities fell to $37.12 million from $67.11 million, improving equity to $14.29 million. Cash ended at $2.04 million and operating cash used improved to $1.65 million over six months. Management discloses substantial doubt about going concern due to recurring losses, negative working capital and reliance on external financing. Key subsequent events include acquisition agreements and a $3.55 million debt exchange into newly amended Series D Preferred Stock.

IQSTEL (IQST) will amend its Articles of Incorporation to boost authorized common shares almost seven-fold, to 26,000,000 from 3,750,000. On July 31, 2025, holders of 51.68% of the company’s 7,140,467 total voting rights approved the increase by written consent. No shareholder meeting or dissenters’ rights apply; the change becomes effective 20 days after this PRE 14C is mailed and the certificate is filed in Nevada.

Management cites several needs for additional equity: 897,238 shares already reserved for outstanding convertibles; up to 93,000 shares for 2026-27 Globetopper EBITDA milestones; a proposed $1 mm reciprocal stock exchange with Cycurion (NASDAQ: CYCU) requiring ~109,770 new IQST shares; future equity compensation; loan collateral; and potential M&A funding. The board emphasizes flexibility but acknowledges possible dilution and anti-takeover effects, as new shares can be issued without further shareholder approval.

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.