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): November 1, 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 November 1, 2024, we entered into a binding Memorandum of Understanding (the “Agreement”) with Mr. Ralf Koehler ("Ralf"), SwissLink Carrier Ltd., ("SwissLink") and Impact Trading & Consulting LLC ("Impact") for the purpose of outlining the understanding regarding the exchange of 49% ownership in SwissLink for our shares. Pursuant to the Agreement, the parties agreed that the execution of the final agreement will be subject to mutual consent and negotiations based on the terms already agreed below:

 

	•	The agreed valuation to purchase Ralf’s 49% ownership interest in SwissLink is set at $750,000 USD.
	•	The term of this agreement will be for five (5) years plus six (6) months (“Termination Date”), commencing on the date of the execution of the final agreement ("Final Agreement").
	•	Ownership will be transferred from Ralf to us in tranches, with each tranche comprising up to 10% of ownership per year.
	•	The option to execute each tranche can be initiated by Ralf within each one-year period through the submission of a "trigger letter" by e-mail to us. If Ralf does not exercise his right to trigger the agreement during any year, we reserve the right to initiate the tranche execution at any point thereafter.
	•	Share Calculation: The number of iQSTEL shares to be provided in exchange for each tranche will be determined based on the lowest closing price of iQSTEL shares over the 90 days preceding the delivery of the trigger letter.
	•	Discount: Ralf will receive a 20% discount on the above calculated share price; provided however, that the above calculated share price, without the discount, shall count toward the purchase price in determining whether Ralf has received the full $750,000 USD valuation for his 49% ownership interest in SwissLink.
	•	If, after the execution of all tranches, Ralf has not received the full $750,000 USD valuation, we or our legal successor will pay the difference in cash until the full valuation is realized based on the Weighted Volume Average Price (WVAP) of our shares for the last 15 trading days prior to the Termination Date for shares still in Ralf's possession, and/or the actual selling price for shares already sold by Ralf.

 

In addition, under the Agreement, Impact agrees to render advisory services up to 60 hours per month to SwissLink and ETELIX, our wholly owned subsidiary, at 8,000 CHF per month (excluding VAT) for a maximum of two years.

 

Next, SwissLink acknowledges a debt of 200,000 CHF owed to Ralf, which will be repaid in monthly installments of 8,000 CHF until the debt is fully repaid.

 

Finally, Ralf will continue to grant SwissLink non-exclusive access to the VAMP platform, with the same cost and expense structure as outlined in the Share Purchase Agreement between iQSTEL and Ralf, dated April 1, 2019.

 

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 8 – OTHER EVENTS

 

Item 8.01 Other Events

 

On November 4, 2024, we issued a press release announcing the Agreement with the parties. 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.

 

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SECTION 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

	Exhibit No.	Description
	10.1	Memorandum of Understanding, dated November 1, 2024
	99.1	Press Release, dated November 4, 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 November 4, 2024

 

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Memorandum of Understanding (MOU)

Effective Date: November 1st, 2024

 

This Memorandum of Understanding ("MOU") is entered into by and between iQSTEL Inc. ("iQSTEL"), a publicly traded company, Mr. Ralf Koehler ("Ralf"), SwissLink Carrier Ltd., ("SwissLink") and Impact Trading & Consulting LLC ("Impact"). Collectively, these entities are referred to as "the Parties" for the purpose of outlining the understanding regarding the exchange of 49% ownership in SwissLink Carrier Ltd. for iQSTEL shares.

 

1.

Parties Involved

·

iQSTEL Inc.

·

Mr. Ralf Koehler

·

SwissLink Carrier Ltd.

·

Impact Trading & Consulting LLC

 

2.

Objective

This MOU outlines the intent of Ralf to exchange his 49% ownership interest in SwissLink for iQSTEL shares, as further defined below. The Parties agree that the execution of the final agreement will be subject to mutual consent and negotiations based on the terms already agreed below.

 

3.

Valuation

The agreed valuation of Ralf’s 49% ownership interest in SwissLink is set at $750,000 USD.

 

4.

Term

The term of this agreement will be for five (5) years plus six (6) months (“Termination Date”), commencing on the date of the execution of the final agreement ("Final Agreement").

 

5.

Ownership Transfer in Tranches

Ownership will be transferred from Ralf to iQSTEL in tranches, with each tranche comprising up to 10% of ownership per year. Any modifications to the tranche size or time frame must be agreed upon in writing by both Parties.

 

6.

Trigger Mechanism

The option to execute each tranche can be initiated by Ralf within each one-year period through the submission of a "trigger letter" by e-mail to iQSTEL. If Ralf does not exercise his right to trigger the agreement during any year, iQSTEL reserves the right to initiate the tranche execution at any point thereafter.

 

 

·

Share Calculation: The number of iQSTEL shares to be provided in exchange for each tranche will be determined based on the lowest closing price of iQSTEL shares over the 90 days preceding the delivery of the trigger letter.

·

Discount: Ralf will receive a 20% discount on the above calculated share price; provided however, that the above calculated share price, without the discount, shall count toward the purchase price in determining whether Ralf has received the full $750,000 USD valuation for his 49% ownership interest in SwissLink.

 

7.

Parachute Clause

If, after the execution of all tranches, Ralf has not received the full $750,000 USD valuation, iQSTEL or its legal successor will pay the Difference in cash until the full valuation is realized.

 

·

The Difference will be calculated based on the Weighted Volume Average Price (WVAP) of iQSTEL shares for the last 15 trading days prior to the Termination Date for shares still in Ralf's possession, and/or the actual selling price for shares already sold by Ralf.

·

The parachute clause expires once Ralf accumulates the full $750,000 USD valuation.

 

8.

Complementary Terms | Additional Agreements

1.

Consulting Services and Compensation:

Impact agrees to render advisory services to SwissLink and ETELIX as per the attached Scope of Work (Schedule 1). The consulting fee will be 8,000 CHF per month (excluding VAT) for a maximum of two years. This compensation covers up to 60 hours of work per month. A separate mandate engagement will be signed between Impact and SwissLink ("Mandate Agreement"). Effective Date Nov 1^st, 2024.

2.

Debt Repayment:

SwissLink acknowledges a debt of 200,000 CHF owed to Ralf, which will be repaid in monthly installments of 8,000 CHF until the debt is fully repaid. A separate debt repayment agreement will be signed between SwissLink and Ralf ("Debt Repayment Agreement"). Effective Date Nov 1^st, 2024

3.

VAMP Platform Usage:

Ralf will continue to grant SwissLink non-exclusive access to the VAMP platform, with the same cost and expense structure as outlined in the Share Purchase Agreement between iQSTEL and Ralf, dated April 1, 2019.

 

9.

Confidentiality

The Parties agree to keep the terms and conditions of this MOU strictly confidential. No Party shall disclose any information regarding this MOU to any third party, except as required by law or regulatory authorities. However, as iQSTEL is a publicly traded company, the material terms of this agreement will need to be disclosed in compliance with SEC regulations, including a Form 8-K filing, if deemed necessary. Both Parties agree to cooperate in making any such required disclosures in a manner that complies with legal obligations while maintaining confidentiality to the greatest extent possible.

 

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10.

Governing Law

This MOU, and any subsequent agreements including the Final Agreement, will be governed by and construed in accordance with the substantive laws of Switzerland, excluding Swiss Private International Law and international treaties. Any disputes arising out of or in connection with this MOU will be subject to the exclusive jurisdiction of the courts in the city of Zurich (Zurich 1), Switzerland.

 

11.

Nature of this MOU

This MOU represents the terms agreed by the Parties to enter into final binding agreements and is, where applicable, subject to required approvals by respective bodies of the Parties. While this document itself is binding to the extent that it creates directly enforceable obligations under the final binding agreements, it also creates the binding obligation between the Parties to enter into the following three final binding agreements within 60 days after execution of this MOU:

 

-

Final Agreement (as defined hereinabove) between Ralf and iQSTEL;

-

Mandate Agreement (as defined hereinabove) between Impact and SwissLink;

-

Debt Repayment Agreement (as defined hereinabove) between Ralf and SwissLink.

 

The drafts of the final binding agreements listed hereinabove will be provided by Ralf and/or Impact.

 

 

Signatures

 

iQSTEL Inc.

/s/ Leandro Iglesias 

Name: Leandro Iglesias

Date: October 30, 2024 

 

Ralf Koehler

/s/ Ralf Koehler

Name: Ralf Koehler

Date: 30.10.2024

 

SwissLink Carrier Ltd.

/s/ Leandro Iglesias 

Name: Leandro Iglesias

Date: October 30, 2024 

 

Impact Trading & Consulting LLC

/s/ Ralf Koehler 

Name: Ralf Koehler

Date: 30.10.2024 

 

 

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Schedule 1: Scope of Work

Expected Activities from Impact Trading & Consulting LLC for SwissLink Carrier Ltd. and Etelix (Estimated Time)

1.

Swisscom Relationship Management: Support for managing Swisscom relations (1 hour/month).

2.

Regulatory Affairs: Assistance with regulatory compliance required by Swiss law for telecommunications (2 hours/month).

3.

VAMP Platform Operations: Support for VAMP operations and network issues (15 hours/month).

4.

Training and Assistance: Training and assistance with administrative tools and the VAMP platform (3 hours/month).

5.

Tax Support: Assistance with VAT and tax matters in Switzerland and Germany (3 hours/month).

6.

Credit Suisse Relationship Management: Training on banking relationships (1 hour/month).

7.

Additional Activities: Additional tasks as requested by SwissLink Carrier Ltd. or Etelix, to be agreed in advance.

 

Total working time: Up to 60 hours/month.

 

Any work exceeding 60 hours/month requires prior approval from SwissLink in writing, with an hourly rate of 270 CHF (excluding VAT) for additional work.

Effective Date, Nov 1^st, 2024.

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IQST - iQSTEL Advances Global Expansion with Strategic Acquisition Agreement to Fully Consolidate SwissLink Carrier AG., Enhancing Telecom Powerhouse Vision

New York, NY, November 4, 2024 — iQSTEL Inc. (OTC: IQST), a rapidly expanding leader in telecommunications, proudly announces a major step in its journey to global telecom dominance with the signing of a transformative Memorandum of Understanding (MOU) to acquire the remaining 49% of SwissLink Carrier AG. This strategic agreement accelerates iQSTEL’s consolidation of international telecom assets, enhancing its operational strength and advancing its mission to become a worldwide telecom powerhouse.

The MOU gives Mr. Koehler to swap his 49% ownership in SwissLink, valued at $750,000, for iQSTEL common shares, with the transaction unfolding over the next five years at 10% ownership per year. This thoughtful, phased structure minimizes dilution at iQSTEL’s current stock price, allowing for a prudent approach that maximizes shareholder value. This seamless, scalable arrangement underscores iQSTEL’s commitment to investor-friendly decisions, laying a foundation for exponential growth and industry consolidation.

Mr. Koehler’s choice to transition his SwissLink ownership into iQSTEL shares highlights his confidence in iQSTEL’s ambitious vision for growth. With a partnership history spanning over six years, Mr. Koehler is deeply aligned with iQSTEL’s mission and goals. Beyond ownership exchange, he will continue to play a pivotal role in shaping our European business strategy, ensuring continuity and leveraging his seasoned expertise to drive innovation across the region.

Adding to the excitement, this transaction is part of a larger plan designed to deliver operational efficiencies projected to save iQSTEL up to $2 million annually—a substantial boost to profitability that reflects the efficiency and scalability of this consolidation. Investors should take note of this critical milestone, as it enhances iQSTEL’s operational strength and represents a key advancement in the company’s roadmap to high-margin, next-generation telecom solutions.

The transition will be seamless for SwissLink’s customers, maintaining uninterrupted service and operational excellence. Juan Carlos Lopez Silva will continue as CEO of both SwissLink and Etelix, ensuring stability and leadership in our European operations.

 

 

Leandro Jose Iglesias, CEO of iQSTEL, commented: “The trust and dedication Ralf has demonstrated by committing to this ownership exchange are testaments to the strength of our shared vision. This transaction not only benefits our shareholders with a structured, non-dilutive approach but also strengthens our footing in Europe, setting the stage for increased value creation. We are moving fast, adding high-tech, high-margin products like our recent Cycurion partnership and our AI-powered AIRWEB.ai service. In parallel, we are actively consolidating our telecom operations to deliver up to $2 million in annual savings. This combination of innovation and operational efficiency is accelerating our path to global leadership.”

This ownership exchange represents a significant advancement in iQSTEL’s strategy to build a resilient, consolidated telecom framework that supports next-generation communication technologies on a global scale.

About SwissLink Carrier AG

SwissLink Carrier AG is a licensed Swiss-based telecommunications provider, specializing in domestic and international voice and SMS termination. With over 200 interconnections across Tier 1, Tier 2, and Tier 3 telecommunications providers, SwissLink holds a prominent position in the industry.

SwissLink Carrier plays a key role in the European telecom market, managing essential connectivity across countries in the region. The company maintains several direct interconnections with the largest European telecom operators, which serve the most extensive end-user bases. This strategic positioning enables SwissLink to efficiently handle significant traffic flows from various global origins into Europe and the European Economic Area (EEA). Its tailored voice analysis and management platform ensures optimal performance and reliability.

With a team boasting over 75 years of industry expertise, SwissLink Carrier AG invites partners to join its network and benefit from its innovative, customer-centric approach to telecommunications.

 

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About iQSTEL (Updated Oct. 2024):

iQSTEL Inc. (OTC-QX: IQST) (www.iQSTEL.com) is a US-based multinational publicly listed company in the final stages of the path to becoming listed on NASDAQ. With FY2023 revenues of $144 million and a forecasted $290 million in revenue, alongside positive operating income of seven digits for FY-2024, iQSTEL is positioning itself for explosive growth. iQSTEL's mission is to serve basic human needs in today's modern world by making essential tools accessible, regardless of race, ethnicity, religion, socioeconomic status, or identity. The company recognizes that modern human needs such as physiological, safety, relationship, esteem, and self-actualization are marginalized without access to ubiquitous communications, financial freedom, clean, affordable mobility, and information.

iQSTEL has been building a strong business platform with its customers, and by leveraging this trust, the company is now beginning to sell high-tech, high-margin products across its divisions. iQSTEL is strategically positioned to achieve $1 billion in revenue by 2027 through organic growth, acquisitions, and high-margin product expansion.

	·	Telecommunications Services Division (Communications): Includes VoIP, SMS, International Fiber-Optic, Proprietary Internet of Things (IoT), and a Proprietary Mobile Portability Blockchain Platform.
	·	Fintech Division (Financial Freedom): Provides remittance services, top-up services, a MasterCard Debit Card, US bank accounts (no SSN required), and a Mobile App.
	·	Electric Vehicles (EV) Division (Mobility): Offers Electric Motorcycles and plans to launch a Mid-Speed Car.
	·	Artificial Intelligence (AI) Services Division (Information and Content): Provides AI solutions for unified customer engagement across web and phone channels, along with a white-label platform offering seamless access to services, entertainment, and support in a virtual 3D interface.
	·	Cybersecurity Services: Through a new partnership with Cycurion, iQSTEL will offer advanced cybersecurity solutions, including 24/7 monitoring, threat detection, incident response, vulnerability assessments, and compliance management, providing essential protection to telecommunications clients and beyond.

iQSTEL has completed 11 acquisitions since June 2018 and continues to develop an active pipeline of potential future acquisitions, further expanding its suite of products and services both organically and through mergers and acquisitions.

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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	Nov. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 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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