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…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

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 agg…

Entry into a Material Definitive Agreement As previously disclosed in the Current Report on Form 8-K filed by iQSTEL Inc. (the “Company”) on May 30, 2025, on May 29, 2025 the Company entered into a Unit Purchase Agreement (the “UPA”) with Craig Span (the “Seller”) and Globetopper, LLC, a Delaware limited liability company (“GlobeTopper”), pursuant to which the Company acquired fifty-one percent (51%) of the membership interests of GlobeTopper (the “Transferred Membership Interest”) from the S…

On September 16, 2026, upon execution of the Amendment, the Company became obligated to pay an additional $500,000 in cash to the Seller as the Replacement Payment described in

Other Events. On September 3, 2026, iQSTEL Inc. (the “Company”) issued a press release concerning its strategic partnership with IDILIO TV. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information furnished under this

Results of Operations and Financial Condition. On July 16, 2026, the Company issued a press release announcing preliminary net revenue of approximately $207 million for the first six months of 2026, representing approximately 59% year-over-year growth compared to the same period in 2025. The press release also provides an update on the Company’s positioning ahead of the anticipated closing of the ULTRANET acquisition during the third quarter of 2026. A copy of the press release is furnished a…

The filing details amendments to employment agreements, including compensation changes for the CEO and CFO.

Entry into a Material Definitive Agreement. On July 8, 2026, iQSTEL Inc. (the “Company”) entered into a Contribution Agreement (the “Contribution Agreement”) with certain of its subsidiaries as part of an internal corporate realignment (the “Realignment”). Pursuant to the Contribution Agreement, the Company and certain subsidiaries contributed specified assets, equity interests, and operations into newly formed or existing subsidiaries. The Realignment is intended to streamline the Company’s…

Material Modification to Rights of Security Holders. The information contained in Items 5.03 related to the Amended and Restated Certificate of Designation and the terms of the Series B Preferred Stock is hereby incorporated by reference into this

Other Events. On June 5, 2026, the Board of Directors (the “Board”) of iQSTEL Inc. (the “Company”) authorized and approved a share repurchase program for up to 1,000,000 shares of the currently outstanding shares of the Company’s common stock, funded in whole or in part by cash dividends received from the Company’s subsidiary QXTEL. The repurchase program has no expiration date and will continue until the maximum number of shares authorized have been repurchased or until the program is suspen…

Entry into a Material Definitive Agreement. On June 3, 2026, iQSTEL Inc. (the “Company”) entered into a Binding Memorandum of Understanding (the “MOU”) with Ultranet Telecom Group and its shareholders, Raymond Oppong-Dapaah and Mohsin Ali (collectively, the “Sellers”), pursuant to which the Company agreed to acquire a 51% controlling interest in the Ultranet Telecom Group (the “Ultranet Business”). The Ultranet Business is a fast-growing telecommunications and technology company headquartered…

Unregistered Sales of Equity Securities On April 30, 2026, the Company issued the Initial Commitment Shares to the Investor pursuant to the Purchase Agreement. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. The Investor represented that it is an accredited investor.

Entry into a Material Definitive Agreement. On April 30, 2026, IQSTEL, Inc. (the “Company”) entered into (i) an Equity Purchase Agreement (the “Purchase Agreement”) and (ii) a Registration Rights Agreement (the “Registration Rights Agreement”) with M2B Funding Corp. (the “Investor”). Pursuant to the Purchase Agreement, the Company may, from time to time during the Commitment Period, require the Investor to purchase up to $50,000,000 of the Company’s common stock, par value $0.0001 per share (…

Results of Operations and Financial Condition. On April 6, 2026, iQSTEL Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exch…

Material Modification to Rights of Security Holders. The information contained in Items 5.03 related to the Third Amended and Restated Certificate of Designation and the terms of the Series D Preferred Stock is hereby incorporated by reference into this

Other Events. As previously disclosed, the Company will distribute a total of 75,529 free-trading shares of its common stock as a one-time stock dividend, representing $500,000 in value based on the closing price on August 29, 2025. The record date for the dividend was December 15, 2025, with distribution expected on or about December 30, 2025. Prior public announcements and disclosures referenced approximately 4,374,822 shares of common stock outstanding, resulting in an indicated distributi…

Other Events. On November 25, December 5, 2025 and December 15, 2025, we issued press releases concerning our stock dividend to shareholders and other matters. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information furnished under this

Other Events On December 2, 2025, the Board of Directors of iQSTEL Inc., a Nevada corporation (the “Company”), adopted an Amended Written Consent to Action Without Meeting, amending and superseding the prior Written Consent dated November 21, 2025, declaring a one-time special stock dividend (the “Special Stock Dividend”) on the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). The Board has fixed December 15, 2025 as the record date (th…

Results of Operations and Financial Condition. On November 17, 2025, we issued a press release concerning our results of operations for the quarter ended September 30, 2025, and other matters. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information furnished under this

Results of Operations and Financial Condition. We have issued a press releases concerning the Company’s financial achievements, future dividend goals, entry into the cybersecurity business through its agreement with Cycurion, among other matters. The press releases are furnished with this Current Report on Form 8-K as Exhibits 99.1 and 99.2. The information furnished under this

Entry into a Material Definitive Agreement On September 26, 2025, iQSTEL Inc. (the “Company”) entered into the First Amendment to Stock-for-Stock Exchange Agreement (the “Amendment”) with Cycurion, Inc. (“Cycurion”), a Delaware corporation trading on Nasdaq under the ticker CYCU. The Amendment modifies the Stock-for-Stock Exchange Agreement dated September 2, 2025 (the “Original Agreement”), which provided for a mutual exchange of $1,000,000 worth of common stock between the Company and Cycur…

Results of Operations and Financial Condition. We have issued a press release concerning a completed acquisition, the expected financial performance related to such acquisition, future goals and other matters. The press release is furnished with this Current Report on Form 8-K as Exhibits 99.1. The information furnished under this

Entry into a Material Definitive Agreement. On September 2, 2025, iQSTEL Inc. (the “Company”) entered into a Stock-for-Stock Exchange Agreement (the “Agreement”) with Cycurion Inc. (“Cycurion”), a Delaware corporation trading on Nasdaq under the ticker CYCU. The Agreement finalizes the mutual equity partnership initially outlined in a non-binding Memorandum of Understanding announced on August 7, 2025, and provides for a strategic alliance focused on AI-driven cybersecurity solutions for the…

Regulation FD Disclosure. On September 3, 2025, the Company issued a press release announcing the execution of the Agreement with Cycurion, the planned stock exchange, the intended dividend distribution, and the strategic AI-driven cybersecurity alliance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed…