Form 8-K - Current report

 

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 18, 2024

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: [phone]

 

________________________________________________ (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: None.

 

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.      [ ]

 

 

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

 

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On October 18, 2024, we entered into a Memorandum of Understanding (the “Agreement”) with M2B Funding Corp. to extend the maturity date on three promissory notes in exchange for stock consideration. Pursuant to the Agreement, the following promissory notes were extended by 12 months from their original date of maturity:

 

	•	First Note: Originally due January 1, 2025, with an outstanding amount of $1,888,888.89, now extended to January 1, 2026.
	•	Second Note: Originally due March 12, 2025, with an outstanding amount of $1,111,111.11, now extended to March 12, 2026.
	•	Third Note: Originally due March 25, 2025, with an outstanding amount of $555,555.56, now extended to March 25, 2026.

 

In consideration for this extension, we agreed to issue 646,467 restricted common shares to M2B Funding Corp.

 

The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Section 2 - Financial Information

 

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

SECTION 8 – OTHER EVENTS

 

Item 8.01 Other Events

 

On October 21, 2024, we issued a press release announcing the extension. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

SECTION 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

	Exhibit No.	Description
	10.1	Memorandum of Understanding, dated October 18, 2024
	99.1	Press Release, dated October 21, 2024

 

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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 22, 2024

 

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MEMORANDUM OF UNDERSTANDING

 

This Memorandum of Understanding (“MOU”) is entered into on this October 18th, 2024, by and between:

 

iQSTEL Inc., a Nevada corporation having its principal place of business at 300 Aragon Ave, Suite 375, Coral Gables, FL 33134 (hereinafter referred to as the “Company” or “iQSTEL”), and

 

M2B Funding Corp., a Florida corporation having its principal place of business at 66 W Flagler Street, Suite 900, Miami, FL 33130 (hereinafter referred to as the “Holder” or “M2B Funding”).

 

Collectively referred to as the “Parties” and individually as a “Party.”

 

 

WHEREAS

 

	•	iQSTEL issued a Secured Convertible Promissory Note dated January 1, 2024, with a principal amount of $2,222,222.22 (the "First Note") with a maturity date of January 1, 2025, to M2B Funding Corp. M2B Funding has converted
	•	iQSTEL issued a Secured Convertible Promissory Note dated March 13, 2024, with a principal amount of $1,111,111.11 (the "Second Note") with a maturity date of March 12, 2025, to M2B Funding Corp.;
	•	iQSTEL issued a Secured Convertible Promissory Note dated March 26, 2024, with a principal amount of $555,555.56 (the "Third Note") with a maturity date of March 25, 2025, to M2B Funding Corp.;
	•	The Parties wish to extend the maturity dates of the First Note, Second Note, and Third Note by 12 months; and
	•	As consideration for the extension of the maturity dates, iQSTEL will issue shares of its common stock to M2B Funding Corp.

       

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NOW, THEREFORE, the Parties acting in good faith agree as follows:

 

1.

Extension of Maturity Dates

The maturity dates of the First Note, Second Note, and Third Note are hereby extended by twelve (12) months as follows:

o

First Note: The maturity date is extended from January 1, 2025, to January 1, 2026, with an outstanding balance of $1,888,888.89;

o

Second Note: The maturity date is extended from March 12, 2025, to March 12, 2026;

o

Third Note: The maturity date is extended from March 25, 2025, to March 25, 2026.

2.

Extension Consideration for First Note

As consideration for extending the maturity date of the First Note, iQSTEL agrees to issue M2B Funding a total of 343,435 shares of iQSTEL’s common stock.

3.

Extension Consideration for Second Note

As consideration for extending the maturity date of the Second Note, iQSTEL agrees to issue M2B Funding a total of 202,021 shares of iQSTEL’s common stock.

4.

Extension Consideration for Third Note

As consideration for extending the maturity date of the Third Note, iQSTEL agrees to issue M2B Funding a total of 101,011 shares of iQSTEL’s common stock.

5.

Issuance of Shares

iQSTEL agrees to issue a total of 646,467 Restricted Common Shares to M2B Funding within three (3) business days of the receipt of Consideration. M2B Funding shall pay a cash consideration of $1,000 to iQSTEL to receive these shares, as well as the consideration of extending the maturity of the three Notes by 12 months respectively. All shares will be issued as restricted securities per R144.

6.

No Other Changes

Except as modified by this MOU, all other terms and conditions of the First Note, Second Note, and Third Note shall remain in full force and effect.

7.

Governing Law

This MOU shall be governed by and construed in accordance with the laws of the State of Nevada.

8.

Good Faith Agreement

The Parties acknowledge that they have reached this agreement in good faith and with the mutual intent to honor the commitments stated herein.

 

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Signatures

 

 iQSTEL Inc.

 

 

By: /s/ Leandro Jose Iglesias

Name: Leandro Jose Iglesias 

Title: President & CEO

Date: Oct. 18th, 2024

 

M2B Funding Corp.

 

By: /s/ Daniel Kordash

Name: Daniel Kordash

Title: President

Date: Oct. 18th, 2024

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IQST - iQSTEL Secures Major 12-Month Extension on Convertible Notes, Paving the Way for Explosive Growth and Nasdaq Uplisting

New York, NY – October 21, 2024 – iQSTEL Inc. (OTC: IQST), a trailblazer in high-tech telecommunications and technology solutions, is thrilled to announce a significant development that accelerates its path to a Nasdaq uplisting. With unwavering investor confidence, iQSTEL has secured a 12-month extension on its convertible notes with M2B Funding Corp. – a strategic milestone that solidifies iQSTEL’s momentum and reinforces its vision of achieving $1 billion in revenue by 2027.

For the past six years, iQSTEL’s visionary leadership and relentless pursuit of innovation have built a robust business platform, earning the trust and support of investors who believe in the company’s unstoppable growth. This extension demonstrates their continued confidence in iQSTEL’s ability to lead the next wave of high-tech, high-margin products.

“Our investors see the incredible potential in iQSTEL. They trust our long-term strategy and vision,” said Leandro Jose Iglesias, CEO and President of iQSTEL. “We’ve done the hard work, building invaluable, trusted relationships with the largest telecom companies around the world. Now, we are fully prepared to leverage those relationships and drive exponential growth through cutting-edge, high-margin solutions.”

Following extensive discussions with M2B Funding Corp. and a shared commitment to iQSTEL’s future, the maturity dates of three key convertible notes have been extended by 12 months, securing a critical financial foundation to fuel iQSTEL’s growth strategy and innovation.

Details of the extended notes:

 

	•	First Note: Originally due January 1, 2025, with an outstanding amount of $1,888,888.89, now extended to January 1, 2026.
	•	Second Note: Originally due March 12, 2025, with an outstanding amount of $1,111,111.11, now extended to March 12, 2026.
	•	Third Note: Originally due March 25, 2025, with an outstanding amount of $555,555.56, now extended to March 25, 2026.

 

In consideration for this extension, iQSTEL will issue 646,467 restricted IQST common stock to M2B Funding Corp., further strengthening the financial partnership and demonstrating their absolute faith in the company’s future.

“This is a monumental step in our journey to greatness,” Iglesias continued. “With this extension, we are not only reinforcing our financial position but also safeguarding shareholder value as we continue to execute our bold business plan. iQSTEL is set for extraordinary growth.”

But the excitement doesn’t stop there.

iQSTEL is poised to revolutionize the high-tech sector. The recent partnership with Cycurion is a clear example of iQSTEL’s relentless drive to expand its high-margin product offerings. “By teaming up with Cycurion, we’re bringing advanced cybersecurity solutions to our telecom clients. This opens the door to new, lucrative opportunities and keeps us ahead of the curve,” Iglesias said enthusiastically.

Additionally, iQSTEL has partnered with ONAR, a top-tier marketing agency, to amplify its branding and marketing presence. “We are taking iQSTEL’s brand to new heights, ensuring that our story of innovation and growth resonates across the globe. ONAR will help us seize the attention of investors and clients alike,” Iglesias added.

This evolution of a great corporation and its strategic moves are part of iQSTEL’s successful progression. With a solid business plan and the trust of our investors, we are stepping up to the next level with an imminent NASDAQ uplisting. This is a crucial step toward achieving our goal of becoming a $1 billion company. Now is the ideal time to join us as we embark on this exciting phase of our unstoppable growth.

We invite you to watch the latest video on our YouTube channel: https://www.youtube.com/watch?v=RK3SIH7EEUo

 

About iQSTEL Inc. – The Future of Global Innovation - Updated Oct. 2024

iQSTEL Inc. (OTC-QX: IQST) is on the brink of explosive growth, poised to become a major player in the global market. With 2023 revenues of $144 million and forecasted 2024 revenues of $290 million, iQSTEL is not only growing but thriving, with positive operating income expected in the seven digits for our operating subsidiaries. The company is in the final stages of its Nasdaq listing journey, setting the stage for unprecedented opportunities and expansion.

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At its core, iQSTEL is driven by a mission to meet modern human needs across the globe, offering essential tools that empower people, regardless of race, ethnicity, or socioeconomic status. iQSTEL is transforming industries by making advanced technologies accessible and affordable, from telecommunications and financial freedom to clean mobility and cutting-edge AI solutions.

iQSTEL is strategically positioned to hit $1 billion in revenue by 2027, powered by organic growth, high-margin products, and strategic acquisitions. Here’s a glimpse into iQSTEL’s diverse portfolio:

 

	•	Telecommunications Services: A full suite of telecom solutions including VoIP, SMS, international fiber-optic networks, IoT services, and a revolutionary blockchain-based mobile portability platform.
	•	Fintech Division: iQSTEL is delivering financial freedom through services like remittances, mobile top-ups, a MasterCard debit card, US bank accounts without the need for an SSN, and a cutting-edge mobile app that puts financial power in the hands of users worldwide.
	•	Electric Vehicles (EV) Division: iQSTEL is electrifying the future of transportation, offering electric motorcycles and gearing up to launch a mid-speed electric car. With clean, affordable mobility, iQSTEL is set to become a game-changer in the EV space.
	•	Artificial Intelligence (AI) Services: iQSTEL’s AI division is bringing the future to today’s world with unified AI customer engagement tools and a 3D virtual platform that delivers entertainment, services, and support—all at users’ fingertips.
	•	Cybersecurity: Partnering with Cycurion, iQSTEL now offers 24/7 cybersecurity solutions that protect telecom clients with cutting-edge threat detection, incident response, and compliance management—essential tools for a digital world.

 

Since 2018, iQSTEL has successfully completed 11 acquisitions, and the company is far from done. With an active pipeline of potential acquisitions and a clear focus on high-margin products, iQSTEL is rapidly expanding its reach.

Being part of iQSTEL is not just growing but revolutionizing entire industries. iQSTEL is your opportunity to be part of the future of telecommunications, fintech, electric vehicles, AI, and cybersecurity. With a clear path to Nasdaq and $1 billion in sight, iQSTEL is a company built for sustained success and transformative innovation.

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Safe Harbor Statement: Statements in this news release may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other information relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates, and projections about our business based partly on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may and are likely to differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release, and iQSTEL Inc. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release. This press release does not constitute a public offer of any securities for sale. Any securities offered privately will not be or have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

iQSTEL Inc.
IR US Phone: [phone]
IR Email: [e-mail]

Contact Details
iQSTEL Inc.
[phone]
[e-mail]

Company Website
www.iqstel.com

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Cover	Oct. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 18, 2024
Entity File Number	000-55984
Entity Registrant Name	iQSTEL Inc.
Entity Central Index Key	0001527702
Entity Tax Identification Number	45-2808620
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	300 Aragon Avenue
Entity Address, Address Line Two	Suite 375
Entity Address, City or Town	Coral Gables
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33134
City Area Code	(954)
Local Phone Number	951-8191
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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