iQSTEL Inc 8-K, filed Sep 28, 2026
iQSTEL Inc (IQST)
About this 8-K
iQSTEL Inc filed this 8-K on September 28, 2026, reporting on events of September 16, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 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 Seller. The acquisition closed effective July 1, 2025.
Under Section 2.2 of the UPA, the base purchase price was $700,000, consisting of $200,000 in staged cash payments and $500,000 in restricted shares of the Company’s common stock (the “Buyer Shares”), calculated at a 20% discount to the volume-weighted average price during the five trading days preceding the closing date. In connection with the UPA, the parties also entered into a Secured Promissory Note dated June 30, 2025 (the “Note”), a Pledge Agreement dated June 30, 2025 (the “Pledge Agreement”), and an Operating Agreement of GlobeTopper effective July 1, 2025.
The Buyer Shares were not issued at closing, and the related grant documentation contemplated by Section 5.1(c) of the UPA was not delivered.
As previously disclosed, effective July 2, 2026 the Company contributed certain operating equity interests, including the Transferred Membership Interest (510,000 Class A Units of GlobeTopper, representing 51% of the outstanding membership interests), to IQSTEL Operating Holdings, Inc., a wholly owned subsidiary of the Company (“IOH”), as part of an internal corporate reorganization.
On September 16, 2026, the Company, the Seller, GlobeTopper, and IOH entered into a First Amendment to Unit Purchase Agreement and Secured Promissory Note (the “Amendment”). Pursuant to the Amendment, the Company has agreed to settle the $500,000 obligation originally payable in Buyer Shares by paying $500,000 in cash (the “Replacement Payment”) in accordance with the Note as amended by the Amendment. The Company has no further obligation to issue the Buyer Shares or to deliver the related grant documentation.
Section 2.2(e) of the UPA was amended and restated to provide that $500,000 is payable in cash under the amended Note rather than in restricted common stock of the Company.
In addition to, and independent of, amounts previously due or paid under the Note, the Company is obligated to pay the Seller $500,000 in cash as follows:
(a) $80,000 within five (5) business days after execution of the Amendment (the “Initial Payment”); and
(b) $70,000 on the first business day of each of the six (6) consecutive calendar months following the month in which the Initial Payment is made.
Each such payment is a “Replacement Payment Installment.” Installments are payable by wire transfer of immediately available funds to an account designated by the Seller. The maturity date of the Note was extended to the date that is forty-five (45) days after the due date of the final Replacement Payment Installment.
The Replacement Payment obligations constitute “Obligations” under the Pledge Agreement and are secured by the Collateral on the same terms and with the same priority as the other Obligations under the Pledge Agreement, including the Transferred Membership Interest. IOH holds the Transferred Membership Interest subject to the Pledge Agreement. The Company remains liable for all obligations under the UPA, the Note as amended, the Pledge Agreement, and the Amendment. The Pledge Agreement remains in effect until all Replacement Payment Installments have been paid in full, at which point it terminates automatically and the Seller is obligated to deliver a specified release and related UCC termination documentation.
Failure to pay a Replacement Payment Installment when due, if not cured within thirty (30) days after written notice from the Seller, constitutes an Event of Default under the Note. Upon such an Event of Default, after an additional thirty (30) day notice of intent to accelerate and cure period specified in the Amendment, unpaid Replacement Payment Installments accelerate and become immediately due and payable, and the Seller may exercise remedies under the Note, the Pledge Agreement, and applicable law, including the confession-of-judgment provisions of the Note and foreclosure on the Collateral.
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Alternatively, following a payment default and the notice and cure periods specified in the Amendment, the Seller may elect to rescind the transactions contemplated by the UPA (a “Rescission”) instead of pursuing monetary enforcement. If Rescission is perfected: (i) IOH (or the Company) must transfer the Transferred Membership Interest — 510,000 Class A Units, representing 51% of GlobeTopper — back to the Seller, free and clear of encumbrances, within ten (10) business days; (ii) the Seller is not required to return any Replacement Payments or other amounts previously received; (iii) any unpaid balance of the Replacement Payment is forgiven upon completion of the reconveyance; (iv) the earn-out obligations under Sections 2.2(f) and 2.3 of the UPA terminate; and (v) prior distributions, allocations, and payments are not reversed. Rescission and monetary enforcement are alternative remedies as to the same payment default. The Amendment provides that the reconveyance obligation is subject to specific performance.
Except as expressly amended by the Amendment, the UPA, the Note, the Pledge Agreement, and the Operating Agreement remain in full force and effect and were ratified. The Amendment does not modify the earn-out provisions of the UPA except that those provisions terminate if a Rescission is completed. The Seller and IOH, as the holders of all voting units of GlobeTopper, approved the Amendment for purposes of the Operating Agreement. The Amendment is governed by Delaware law as to UPA matters and Pennsylvania law as to the Note and the Pledge Agreement, consistent with the underlying documents.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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 Item 1.01. The obligation is evidenced by the Note as amended by the Amendment, is payable in the installments described in Item 1.01, and is secured by the Collateral under the Pledge Agreement, including the 51% membership interest in GlobeTopper held of record by IOH.
The obligation may be accelerated, and the Seller may foreclose on the Collateral or, at the Seller’s election after the specified notice and cure periods, rescind the original purchase and require reconveyance of the 51% interest, in each case upon an uncured failure to pay a Replacement Payment Installment, as more fully described in Item 1.01 and Exhibit 10.1. There are no third-party recourse provisions that would enable the Company to recover the Replacement Payment from a person other than as provided in the transaction documents.
Item 7.01 Regulation FD Disclosure.
On September 18, 2026, the Company issued a press release discussing an illustrative economic model for a contemplated microdrama subscription service to be offered through IQSTEL Digital. On September 22, 2026, the Company issued a press release reporting July 2026 net revenue and related operating and strategic matters. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 10.1 | First Amendment to Unit Purchase Agreement and Secured Promissory Note, dated September 16, 2026, by and among iQSTEL Inc., Craig Span, Globetopper, LLC, and IQSTEL Operating Holdings, Inc. |
| 99.1 | Press Release, dated September 18, 2026 (furnished herewith) |
| 99.2 | Press Release, dated September 22, 2026 (furnished herewith) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 28, 2026
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FIRST AMENDMENT TO
UNIT PURCHASE AGREEMENT AND SECURED PROMISSORY NOTE
This First Amendment to Unit Purchase Agreement and Secured Promissory Note (this “Amendment”) is entered into as of September 16, 2026, by and among iQSTEL Inc., a Nevada corporation (“Buyer” or “Borrower”); Craig Span, an individual (“Seller” or “Lender”); Globetopper, LLC, a Delaware limited liability company (the “Company”); and IQSTEL Operating Holdings, Inc., a wholly owned subsidiary of Buyer (“IOH”). Buyer, Seller, the Company, and IOH are each referred to herein as a “Party” and collectively as the “Parties.”
BACKGROUND
WHEREAS, Buyer is a party to the transactions described in the Recitals below in its capacity as the purchaser of membership interests in the Company and as the borrower under the Secured Promissory Note. Seller is a party to such transactions in his capacity as the seller of such membership interests and as the lender under the Secured Promissory Note. The Company joins this Amendment solely to acknowledge its terms and confirm the continuing effectiveness of the Operating Agreement. IOH joins this Amendment as the current record holder of the Transferred Membership Interest (as defined in the UPA), having received the same from Buyer pursuant to an internal corporate reorganization effective July 2, 2026, which was acknowledged and consented to by Seller.
WHEREAS, Buyer and Seller entered into that certain Unit Purchase Agreement dated May 29, 2025 (the “UPA”), pursuant to which Buyer agreed to purchase, and Seller agreed to sell, certain membership interests in the Company;
WHEREAS, in connection with the UPA, the parties entered into (i) that certain Secured Promissory Note dated June 30, 2025 (the “Note”), (ii) that certain Pledge Agreement dated June 30,
2025 (the “Pledge Agreement”), and (iii) that certain Operating Agreement effective July 1, 2025 (the “Operating Agreement” and, together with the UPA, the Note, and the Pledge Agreement, the “Transaction Documents”);
WHEREAS, under Section 2.2(e) of the UPA, Buyer was required to issue to Seller $500,000 in restricted common shares of Buyer (the “Buyer Shares”) at closing, and to deliver the Buyer Shares Grant Documentation pursuant to Section 5.1(c) of the UPA;
WHEREAS, the Buyer Shares were not issued and the Buyer Shares Grant Documentation was not delivered;
WHEREAS, the parties wish to resolve this matter by replacing the Buyer Shares obligation with a cash payment schedule, on the terms set forth herein;
WHEREAS, effective July 2, 2026, Buyer transferred its 510,000 Class A Units in the Company (the "Transferred Membership Interest") to IOH pursuant to an internal corporate reorganization. The parties confirm that such transfer did not release, impair, or modify the security interest created by the Pledge Agreement, and that IOH holds the Transferred Membership Interest subject to all existing obligations, liens, and security interests. Buyer remains liable for all obligations under the Transaction Documents, and IOH assumes all obligations of the holder of the Transferred Membership Interest, including the obligation to transfer such interest upon a Rescission (as defined herein);
WHEREAS, Craig Span and IOH, as the sole Members of the Company holding 100% of the outstanding Voting Units (as defined in the Operating Agreement), hereby approve and authorize this Amendment for all purposes under the Operating Agreement, including without limitation Sections
5.3(b) and 6.6 thereof, and confirm that the Requisite Interest (as defined in the Operating Agreement) has been obtained with respect to all matters contemplated hereby;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the applicable Transaction Document.
1. Amendment to the Unit Purchase Agreement
1.1 Section 2.2(e) of the UPA is hereby amended and restated in its entirety to read as follows:
“(e) $500,000 in cash (the ‘Replacement Payment’), payable in accordance with the Note as amended by Section 3 of this Amendment (the ‘Amended Note’).”
1.2 Section 5.1(c) of the UPA (requiring delivery of the Buyer Shares Grant Documentation) is hereby deemed satisfied upon execution of this Amendment. For the avoidance of doubt, Buyer shall have no further obligation to issue the Buyer Shares or deliver the Buyer Shares Grant Documentation.
1.3 All references in Sections 2.2(e) and 5.1(c) of the UPA to the “Buyer Shares” or the “Buyer Shares Grant Documentation” shall be deemed references to the Replacement Payment and the payment obligations set forth in the Amended Note, as applicable. For the avoidance of doubt, this Section 1.3 shall not alter the meaning or application of any other provision of the UPA in which the
terms "Buyer Shares" or "Buyer Shares Grant Documentation" appear, including without limitation Sections 6.2(d) and 8.3 of the UPA.
2. Rescission Right
2.1 The following is hereby added as a new section of the UPA:
Rescission Right. If Buyer fails to make any Replacement Payment Installment when due under the Amended Note and such failure is not cured within thirty (30) days following written notice from Seller to Buyer (a “Payment Default”), Seller shall have the right, at Seller’s sole option, to elect one of the following remedies by written notice to Buyer and IOH: (A) rescind the transactions
contemplated by the UPA (a “Rescission”), or (B) exercise all rights and remedies available under the Note, the Pledge Agreement, and applicable law, including without limitation acceleration of all unpaid Replacement Payment Installments, exercise of rights as a secured party under the Uniform Commercial Code, foreclosure on the Collateral, the confession of judgment provisions of Note Section 6(c), and indemnification under UPA Section 8.2 (“Monetary Enforcement”). Seller’s election of Rescission or Monetary Enforcement shall constitute a waiver of the other remedy with respect to the same Payment Default, provided that Seller’s rights and remedies with respect to any subsequent or separate default shall not be affected. For the avoidance of doubt, during the thirty (30) day notice and cure period, all of Seller’s rights and remedies under the Transaction Documents and applicable law shall remain in full force and effect, and the election requirement in this Section applies only after the cure period has expired without cure. If Seller intends to elect Rescission following a Payment Default, Seller shall deliver a written notice of such intent to Buyer (a “Rescission Notice”). Buyer shall then have an additional thirty (30) calendar days from receipt of the Rescission Notice to cure the Payment Default by making the missed Replacement Payment Installment in full, together with any other amounts then due. If the Payment Default remains uncured at the expiration of such additional thirty (30) day period, Seller may exercise the Rescission right by delivering written notice of election to Buyer. For the avoidance of doubt, this additional notice and cure period applies solely to the Rescission remedy and does not extend, modify, or otherwise affect the cure periods applicable to any other rights or remedies available under the Note, the Pledge Agreement, this Amendment, or applicable law, all of which shall be governed by their respective terms.
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Upon Seller’s written election to exercise the Rescission right set forth in this Section 2.1:
(a) IOH (or Buyer, as applicable) shall, within ten (10) business days of Seller’s notice to Buyer of its election to exercise the Rescission right, transfer, assign, and deliver to Seller all of Buyer’s and IOH’s right, title, and interest in and to the Transferred Membership Interest (510,000 Class A Units equivalent to 51% of membership interest in the Company and all interest held by Buyer or IOH in the Company), free and clear of all Encumbrances, together with such instruments of transfer as Seller may reasonably request;
(b) Seller shall have no obligation to return or refund any Replacement Payments or any other payments previously received from Buyer;
(c) Seller shall not be required to return, transfer, or otherwise make available any Buyer Shares, as no Buyer Shares were issued;
(d) Any remaining unpaid balance of the Replacement Payment shall be deemed forgiven and discharged upon completion of the transfer of the Transferred Membership Interest back to Seller ;
(e) Upon completion of the transfer described in clause (a), the parties shall execute mutual releases with respect to the obligations arising under Section 2.2(e) of the UPA (as amended hereby) and the Replacement Payment obligations under the Amended Note; provided that such releases shall not extend to any other obligations or liabilities under the Transaction Documents;
(f) Upon a Rescission, all obligations of either party with respect to the Earn-Out Payments under Sections 2.2(f) and 2.3 of the UPA shall be deemed terminated and released, and neither party shall have any further obligation with respect thereto;
(g) The Rescission right and the Monetary Enforcement right are alternative remedies as set forth above. Seller’s election of one shall not affect any rights or remedies available to Seller with respect to any other default or any obligations under the Transaction Documents other than the Replacement Payment obligations;
(h) The obligations of Buyer and IOH under this Section 2.1 (including the obligation to transfer the Transferred Membership Interest) shall be subject to specific performance in accordance with Section 9.10 of the UPA, and each of Buyer and IOH acknowledges that monetary damages alone would not be an adequate remedy for a failure to perform such obligations; and
(i) The Rescission shall not require any restatement, adjustment, or reversal of distributions, allocations, Capital Account entries, or payments made prior to the date of Rescission. Each party shall retain any amounts previously received, whether as distributions with respect to such party’s Units or as payments under the Transaction Documents, and no party shall have any obligation to return, credit, or offset any such amounts in connection with the Rescission.
3. Amendment to the Secured Promissory Note
3.1 The Note is hereby amended to add the following payment obligations. In addition to (and independent of) any amounts previously due or paid under the Note, Borrower shall pay to Lender an additional amount of $500,000 in cash, as the Replacement Payment as follows:
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(a) $80,000 due within five (5) business days of execution of this Amendment (the “Initial Payment”);
(b) $70,000 due on the first business day of each of the six (6) consecutive calendar months following the month in which the Initial Payment is made.
Each such payment is a “Replacement Payment Installment” and, collectively, the “Replacement Payment.”
3.2 Each Replacement Payment Installment shall be made by wire transfer of immediately available funds to an account designated in writing by Lender.
3.3 The Replacement Payment obligations set forth in this Section 3 shall constitute “Obligations” as defined in Section 3 of the Pledge Agreement and shall be secured by the Collateral on the same terms and with the same priority as all other Obligations thereunder.
3.4 Any failure by Borrower to make a Replacement Payment Installment when due, if not cured within thirty (30) days following written notice from Lender, shall constitute an Event of Default under the Note. Upon such Event of Default, all remaining unpaid Replacement Payment Installments shall, at the option of Lender and in Lender’s sole discretion, become immediately due and payable, provided that Lender shall first deliver a written notice of intent to accelerate to Borrower and Borrower shall have an additional thirty (30) calendar days from receipt of such notice to cure the Payment Default by making the missed Replacement Payment Installment in full, together with any other amounts then due, before acceleration becomes effective. If the Payment Default remains uncured at the expiration of such additional thirty (30) day period, acceleration shall take effect automatically without further notice. Lender shall be entitled to exercise all rights and remedies available under the Note, the Pledge Agreement, and applicable law. For the avoidance of doubt, the confession of judgment provisions set forth in Section 6(c) of the Note shall apply to any Event of Default arising from a failure to make any Replacement Payment Installment, and Lender may exercise such rights with respect to all outstanding Replacement Payment Installments and any other amounts due under this Amendment or the Note. The exercise of remedies under this Section 3.4 shall be subject to the election provisions set forth in Section 2.1 of this Amendment.
3.5 The maturity date of the Note is hereby extended to the date that is forty-five (45) days following the due date of the final Replacement Payment Installment.
3.6 All other terms and conditions of the Note, including without limitation the provisions of Sections 5 and 6 thereof, shall remain in full force and effect and shall apply to the Replacement Payment obligations as if originally set forth therein.
4. Pledge Agreement Confirmation
4.1 The parties acknowledge and confirm that the Pledge Agreement remains in full force and effect and has not been terminated, modified, or waived except as expressly set forth herein. The Replacement Payment obligations set forth in Section 3 of this Amendment constitute “Obligations” as defined in Section 3 of the Pledge Agreement and are secured by the Collateral on the same terms and with the same priority as all other Obligations thereunder. IOH acknowledges that it holds the Transferred Membership Interest subject to the Pledge Agreement and all security interests created thereunder, and IOH assumes all obligations of the holder of the Transferred Membership Interest, including the obligation to transfer such interest upon a Rescission (as defined herein). Buyer remains liable for all obligations under this Amendment, the Note (as amended hereby), and the Pledge Agreement.
4.2 No release, termination, or discharge of the Pledge Agreement or any Collateral shall occur until all Replacement Payment Installments have been paid in full. Upon confirmed receipt by Seller of all
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Replacement Payment Installments in full, the Pledge Agreement and all security interests and liens created thereunder shall automatically terminate, and Seller shall, within fifteen (15) business days of such confirmed receipt, execute and deliver to Buyer and IOH (i) a release of claims arising under or related to Section 2.2(e) of the UPA (as amended hereby), the Buyer Shares obligation, the Replacement Payment obligations, and the Breach Notice, and (ii) instruments necessary to confirm the termination of the Pledge Agreement and all related UCC financing statements, in each case substantially in the form attached hereto as Exhibit A. The execution and delivery of such instruments shall serve as confirmation of the termination, and any delay in executing those documents shall not extend the Pledge Agreement or prevent its automatic termination. For the avoidance of doubt, such release shall not extend to any obligations or liabilities arising under any other provision of the Transaction Documents.
4.3 For the avoidance of doubt, upon an Event of Default arising from a failure to make any Replacement Payment Installment when due (after expiration of the applicable notice and cure period set forth in Section 3.4 of this Amendment), Secured Party shall be entitled to exercise all rights and remedies available under the Pledge Agreement, including without limitation those set forth in Sections 9 and 12 thereof, and under applicable law.
5. Cure of Existing Breach
5.1 The parties acknowledge that Seller delivered written notice of breach to Buyer on September 3, 2026 (the “Breach Notice”) in connection with Buyer’s failure to issue the Buyer Shares and deliver the Buyer Shares Grant Documentation as required by UPA Sections 2.2(e) and 5.1(c).
5.2 The cure period under the Breach Notice is hereby extended through September 17, 2026 to allow for execution of this Amendment.
5.3 Upon execution of this Amendment by all parties and receipt by Lender of the Initial Payment, the breach identified in the Breach Notice shall be deemed cured, and the Breach Notice shall be deemed withdrawn. For the avoidance of doubt, such cure and withdrawal shall not affect or limit Seller’s rights under this Amendment (including, without limitation, the Rescission right set forth in Section 2) or under any other Transaction Document in the event of any subsequent default or Event of Default. For further clarity, the cure of the breach under this Section 5.3 shall not be construed as a waiver, release, or limitation of any rights or remedies arising from a failure to make any Replacement Payment Installment when due, all of which shall be governed exclusively by Sections 2, 3, and 4 of this Amendment.
6. General Provisions
6.1 Ratification. Except as expressly amended by this Amendment, all terms, conditions, covenants, representations, and warranties contained in the UPA, the Note, the Pledge Agreement, and the Operating Agreement shall remain in full force and effect and are hereby ratified and confirmed in all respects.
6.2 Conflict. In the event of any conflict between this Amendment and any Transaction Document, the terms of this Amendment shall control.
6.3 Governing Law. This Amendment shall be governed by and construed in accordance with (a) the laws of the State of Delaware with respect to matters arising under or relating to the UPA, and (b) the laws of the Commonwealth of Pennsylvania with respect to matters arising under or relating to the Note and the Pledge Agreement, in each case without regard to conflicts of law principles, consistent with the governing law provisions of the applicable Transaction Documents.
6.4 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means (including PDF or other electronic signature) shall be effective as delivery of a manually executed original.
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6.5 Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
6.6 Representations and Authority. Buyer represents and warrants that it has obtained all necessary corporate and board approvals to execute, deliver, and perform this Amendment and that the person executing this Amendment on behalf of Buyer has full authority to bind Buyer to the terms hereof. Each Party represents that the execution, delivery, and performance of this Amendment does not conflict with or result in a breach of any agreement, instrument, order, or decree to which such Party is bound. Buyer represents and warrants that, as of the date hereof, the Pledged Units (as defined in the Pledge Agreement) remain free and clear of all liens, security interests, encumbrances, and adverse claims of any kind other than the security interest created by the Pledge Agreement, and that Buyer has not granted, created, or permitted any lien or encumbrance on the Pledged Units in violation of Section 8 of the Pledge Agreement or otherwise. Buyer acknowledges and agrees that the $500,000 Replacement Payment represents a fair and negotiated resolution of the parties' dispute regarding the Buyer Shares obligation and waives any defense to the Replacement Payment obligations (including in any enforcement, collection, or rescission proceeding) based on the market value of the Buyer Shares or the value the Buyer Shares would have had if issued at closing. The Company and each of its Members, by executing this Amendment, confirm that the Requisite Interest under the Operating Agreement has been obtained and that this Amendment has been duly authorized for all purposes under the Operating Agreement, including Sections 5.3(b) and 6.6 thereof. In addition and for the avoidance of doubt, Buyer covenants that it will cause IQSTEL Operating Holdings, Inc. to take all actions necessary to effectuate any transfer of the Transferred Membership Interest required under this Amendment, including upon Seller’s exercise of the Rescission right, and to take all actions necessary with regards to Buyer’s performance of its obligations hereunder. IOH represents and warrants that it has the authority to execute this Amendment and to perform its obligations hereunder, including the obligation to transfer the Transferred Membership Interest upon a Rescission, and that the execution and performance of this Amendment does not conflict with any agreement to which IOH is a party or by which it is bound.
6.7 Notices. All notices required or permitted under this Amendment shall be in writing and shall be delivered in accordance with Section 6(f) of the Note. For the avoidance of doubt, notices delivered by email (with confirmation of receipt and a copy sent by nationally recognized overnight courier) to the addresses set forth on the signature pages of the Transaction Documents shall constitute effective notice under this Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this First Amendment to Unit Purchase Agreement and Secured Promissory Note as of the date first written above.
BUYER:
iQSTEL Inc., a Nevada corporation
By: /s/ Leandro Iglesias
Name: Leandro Iglesias
Title: CEO
IOH:
IQSTEL OPERATING HOLDINGS, INC.
By: /s/ Leandro Iglesias
Name: Leandro Iglesias
Title: CEO
SELLER:
/s/ Craig Span
Craig Span, individually
ACKNOWLEDGED AND AGREED AS TO THE TERMS HEREOF: COMPANY:
Globetopper, LLC, a Delaware limited liability company
By: /s/ Craig Span
Name: Craig Span
Title: CEO
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IQST – IQSTEL Digital Models $1.8 Million to $3.6 Million in Potential Annualized Profit Contribution from Microdrama Subscriptions
Illustrative Scenario of 300,000 Active Paid Monthly Subscriptions Would Generate $14.4 Million to $21.6 Million in Annualized Consumer Billings, Shared Among Mobile Operators, Content Partners and IQSTEL
- Consumers are expected to pay approximately $4 to $6 for each active monthly microdrama subscription
- Total subscription revenue would be shared among the participating mobile operator, content partner and IQSTEL
- IQSTEL believes the net revenue it receives from the service could represent a higher-margin recurring revenue stream relative to its traditional telecommunications business
- IQSTEL Digital estimates that each active monthly subscriber could generate approximately $0.50 to $1.00 in monthly profit-contribution.
- At 300,000 active monthly paid subscriptions, the model could represent approximately $1.2 million to $1.8 million in monthly consumer billings, or approximately $14.4 million to $21.6 million annually
- At the same subscription level, IQSTEL Digital estimates potential monthly profit-contribution of approximately $150,000 to $300,000, equivalent to an annualized range of approximately $1.8 million to $3.6 million
- IQSTEL Digital has created an original microdrama demo to explain the format and its carrier-billing monetization model
NEW YORK, September 18, 2026 — IQSTEL Inc. (NASDAQ: IQST) (“IQSTEL” or the “Company”), a multinational technology company providing telecommunications, fintech, AI-powered communications, cybersecurity, content and digital infrastructure services, today outlined the potential economics of its mobile-first microdrama distribution initiative through IQSTEL Digital.
To demonstrate the format through the product itself, IQSTEL Digital has created an original microdrama demo. The Company invites investors, mobile operators, prospective business partners and consumers to watch the demo and experience how mobile-first vertical storytelling can support engagement, monthly subscriptions and recurring digital revenue.
Monthly Subscription Economics
Under the commercial model currently contemplated, consumers would pay approximately $4 to $6 for each active monthly microdrama subscription offered through participating mobile operators.
This monthly subscription would provide access to premium, mobile-first vertical entertainment. The service is intended to complement other entertainment subscriptions consumers may already maintain by offering a different viewing experience: short, serialized stories designed specifically for smartphones and for frequent viewing throughout the day.
The total monthly subscription revenue would be shared among the participating mobile operator, content partner and IQSTEL.
The mobile operator would provide customer access, billing and distribution. The content partner would provide the platform and premium vertical content. IQSTEL would provide commercial access to operators, integration support and the distribution and monetization infrastructure required to bring the service to mobile subscribers.
After anticipated revenue sharing and directly attributable operating expenses, IQSTEL Digital currently estimates that each active paid monthly subscription could contribute approximately $0.50 to $1.00 per month in profit contribution attributable to IQSTEL Digital.
At an illustrative level of 300,000 active monthly paid subscriptions, consumers would generate approximately $1.2 million to $1.8 million in monthly subscription billings. This would be equivalent to approximately $14.4 million to $21.6 million in annual consumer billings.
“The economic opportunity begins with a recurring monthly subscription of approximately $4 to $6,” said Leandro Iglesias, President and CEO of IQSTEL. “That subscription revenue is shared among the mobile operator, content partner and IQSTEL, aligning the interests of all three parties. For IQSTEL, the objective is to convert our existing telecom relationships into recurring, high-margin digital revenue.”
Illustrative Monthly Subscription Scenarios
The following scenarios illustrate the potential economics of the contemplated business model at different levels of active paid monthly subscriptions:
Each scenario is based on active paid monthly subscriptions priced at approximately $4 to $6 per month. The consumer-billing figures represent the total amounts paid by consumers before revenue is shared among the participating mobile operator, content partner and IQSTEL. They do not represent revenue attributable exclusively to IQSTEL.
The estimated profit-contribution figures are based on IQSTEL Digital’s assumption that each active paid monthly subscription could generate approximately $0.50 to $1.00 in monthly profit-contribution attributable to IQSTEL Digital after anticipated revenue sharing and directly attributable operating expenses.
Annualized amounts assume that the applicable number of active paid monthly subscriptions, subscription pricing and estimated unit economics remain constant for twelve consecutive months. The scenarios are mathematical illustrations only and do not represent existing subscriptions, contracted revenue, forecasts or financial guidance.
A High-Margin Opportunity for IQSTEL Digital
IQSTEL’s traditional telecommunications operations are primarily high-volume businesses. The microdrama initiative is designed to introduce a recurring digital revenue stream with a potentially higher margin on the net revenue received by IQSTEL.
The model does not require IQSTEL to recognize or retain the entire subscription price. Instead, IQSTEL expects to receive an agreed share of the revenue generated by each monthly subscription.
IQSTEL believes that the scalability of its existing operator relationships and supporting infrastructure could allow additional subscriptions to be added without a proportional increase in IQSTEL Digital’s operating expenses. If achieved, this operating leverage could improve IQSTEL Digital’s operating margins as monthly paid subscriptions grow.
Actual margins and profit-contribution will depend on definitive operator agreements, revenue-sharing arrangements, subscription pricing, customer activation, subscriber retention and churn, promotional periods, taxes, refunds, collection rates, content costs, technical integration, marketing expenses and market acceptance.
A Rapidly Expanding Global Entertainment Category
Microdramas are scripted and serialized stories created specifically for smartphones. Episodes generally run between one and three minutes, are filmed vertically and use fast-paced narratives and cliffhangers to encourage frequent viewing and continued engagement.
According to Omdia, global microdrama revenue reached approximately $11 billion in 2025 and is expected to grow to approximately $14 billion by the end of 2026.
According to Omdia’s analysis of Q4 2025 Sensor Tower data, U.S. users of ReelShort spent an average of 35.7 minutes per day on the mobile app, compared with 24.8 minutes for Netflix, 26.9 minutes for Amazon Prime Video and 23.0 minutes for Disney+.
While major streaming platforms continue to have significantly larger monthly active user bases, the data demonstrates the strong engagement intensity achieved by the microdrama format among its existing mobile users. IQSTEL believes these trends demonstrate a broader change in entertainment consumption. Mobile-first audiences are allocating a growing share of their viewing time to short-form vertical video designed around how consumers naturally use smartphones.
Vertical entertainment is not necessarily replacing traditional horizontal programming. Instead, IQSTEL believes it is developing into a complementary category that competes for mobile attention by combining the convenience of social video with the emotional engagement and serialized storytelling of traditional television.
“Consumers still want compelling stories, but the screen, duration and viewing experience are changing,” Iglesias said. “The growth of microdramas shows that premium storytelling can be adapted to the mobile behavior consumers already demonstrate every day.”
Turning Telecom Relationships into Recurring Digital Revenue
IQSTEL maintains commercial relationships with more than 600 telecommunications operators across 24 countries. The networks operated by these companies collectively serve approximately 2.3 billion end users worldwide.
These relationships have historically been monetized through voice, SMS, messaging and connectivity services. IQSTEL Digital’s strategy is to use the same commercial and technical foundation to distribute higher-margin digital products and services.
Through integrations with participating operators, the microdrama service may be offered through:
- Direct carrier billing, with subscription charges placed on the subscriber’s existing mobile bill or deducted from a prepaid balance;
- Standalone monthly subscriptions;
- Entertainment and data-plan bundles; and
- Operator-sponsored promotions and customer-retention programs.
Direct carrier billing could reduce the payment friction associated with credit cards, app-store accounts and separate payment relationships, particularly in Latin American and emerging markets.
For participating operators, microdramas could provide incremental subscription revenue and a differentiated customer-engagement product without requiring the operator to produce original content.
“The strategic asset is not only the content,” said Jorge Becerra, CEO of IQSTEL Digital. “It is the combination of content, operator distribution, customer activation, billing and financial reconciliation. IQSTEL Digital is building the commercial layer that connects those elements.”
IQSTEL Digital's 2027 Objective
IQSTEL previously announced an objective to establish mobile-operator distribution channels capable of reaching a potential audience of approximately 40 million mobile users by the end of the second quarter of 2027.
The Company previously announced, in connection with an initial content-distribution partnership, an illustrative objective of 500,000 gross paying subscriptions by the end of 2027, based on an assumed gross penetration rate of 1.25% of a potential audience of approximately 40 million mobile users.
For purposes of the economic model presented in this release, IQSTEL has used an illustrative assumption that 300,000, or 60% of the 500,000 gross paying subscriptions, would represent active paid monthly subscriptions. The 60% assumption is used solely to demonstrate the potential economics of the model and is not based on existing subscriber activity, contracted subscriptions or historical retention data.
The 40 million figure represents the combined potential audience of targeted operators, not existing subscribers. The 500,000 figure is an illustrative corporate objective, excludes canceled or churned subscriptions and is not financial guidance or a guaranteed subscriber base.
Commercial Assumptions Supported by Operating Experience
The preliminary pricing, revenue-sharing and profit-contribution assumptions presented in this release are informed by management’s experience commercializing digital products and services across Latin America.
The initiative is led by IQSTEL Digital CEO Jorge Becerra, who has more than 25 years of experience across digital services, media, advertising and television. During his career, Becerra has participated in the development and commercialization of digital services through platforms reaching an aggregate audience of more than 100 million users across Latin America.
“These assumptions are informed by operating experience, not solely by the theoretical size of the microdrama market,” Becerra said. “Our focus is to apply that experience to carrier distribution, monthly subscription conversion, retention and recurring profit-contribution.”
The assumptions remain preliminary and are subject to validation through definitive operator agreements, commercial launches and actual subscription performance.
IQSTEL Digital’s Microdrama Demo
Watch IQSTEL Digital’s Microdrama Demo: www.microdrama.iqsteldigital.com
The demo is optimized for mobile viewing. For the intended experience, viewers are encouraged to open it on a smartphone and watch it vertically.
This production was created by IQSTEL Digital exclusively as a demonstration of the microdrama format for use in commercial presentations. The story, characters and business-related situations have been dramatized for creative and illustrative purposes. The demo concludes with a disclaimer clarifying that it does not constitute an offer, solicitation, investment recommendation or invitation to invest in IQSTEL Inc. or its securities.
“We believe the best way to explain microdrama is through a microdrama,” Becerra said. “This demo allows investors, operators and consumers to experience the format directly while also understanding the monthly subscription, carrier-billing and potential profit-contribution opportunity behind it.”
IQSTEL Digital intends to use the demo as a commercial tool in discussions with prospective mobile-operator partners and as an educational experience for investors and consumers.
Building a Broader Digital Distribution Platform
IQSTEL Digital plans to use its operator relationships and supporting infrastructure to distribute a growing portfolio of higher-margin digital services across entertainment, artificial intelligence, cybersecurity, fintech and digital health.
“Microdrama provides an attractive first use case because it combines recurring subscriptions, mobile-native engagement and a rapidly growing global category,” Iglesias said. “The broader opportunity is to establish IQSTEL Digital as a distribution and monetization platform capable of bringing multiple digital products to telecom subscribers.”
About IQSTEL Inc.
IQSTEL Inc. (NASDAQ: IQST) is a global telecommunications and technology company operating through two core business divisions: Telecom and Digital Services. The Telecom Division is the foundation of IQSTEL’s global platform, operating across 24 countries with more than 600 telecommunications carrier interconnections and delivering international voice, SMS, messaging, and connectivity solutions to some of the world’s largest telecom operators and enterprise customers. Through these customer relationships, IQSTEL’s platform has the potential to reach approximately 2.3 billion end users worldwide. Building on this global infrastructure and commercial reach, the Digital Services Division is focused on higher-margin technology solutions across Artificial Intelligence, Intelligent Communications, Cybersecurity, Fintech, Digital Health, Enterprise Automation, and Content Services. Built through nearly two decades of organic growth and strategic acquisitions, IQSTEL is leveraging the scale and reach of its Telecom business to accelerate the growth of Digital Services and drive its next phase of revenue and Adjusted EBITDA expansion.
For more information, visit:
Corporate
website: www.iqstel.com
Investor Relations Portal: www.ir.iqstel.com
IQSTEL Telecom website: www.iqsteltelecom.com
IQSTEL Digital Services website: www.iqsteldigital.com
Official Investor Landing Page: www.landingpage.iqstel.com
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. Words such as "anticipate," "believe," "estimate," "expect," "intend", "could" and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates, and projections about our business based partly on assumptions made by management. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully market our products and services; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our ability to complete complementary acquisitions and dispositions that benefit our company; our success establishing and maintaining collaborative, strategic alliance agreements with our industry partners; our ability to comply with applicable regulations; our ability to secure capital when needed; and the other risks and uncertainties described in our prior filings with the Securities and Exchange Commission.
Media and Investor Relations:
Ethan Walfish
Head of Investor Relations
IQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gates, FL 33134
Phone: +1-4848-IQSTEL (477835)
Email: ir@iqstel.com
IQST – IQSTEL Reaches $450 Million Annualized Revenue Run Rate Based on $37.5 Million in July Net Revenue
July Results Support $430 Million Full-Year Revenue Objective; Planned Ultranet Acquisition Expected to Contribute $4.5 Million in Net Income
NEW YORK, September 22, 2026 — IQSTEL Inc. (NASDAQ: IQST) (“IQSTEL” or the “Company”), a global telecommunications and technology company, today announced net revenue of $37.5 million for July, representing an annualized revenue run rate of $450 million based on the month’s performance.
The July results support the Company’s progress toward its $430 million full-year revenue objective. The annualized run rate reflects July net revenue multiplied by 12; it does not represent revenue already earned or a revision to the Company’s full-year forecast.
Alongside this revenue performance, IQSTEL is preparing to complete its planned acquisition of Ultranet, which the Company expects to add $4.5 million in net income. The anticipated contribution remains subject to completion of the acquisition and subsequent operating performance.
Combining Telecom Scale with Digital Services Profit Potential
IQSTEL is developing its Digital Services business alongside its core telecommunications operations, with microdrama distribution representing one potential source of recurring profit contribution.
In its recent microdrama announcement, IQSTEL Digital presented an illustrative model estimating potential annualized profit contribution of $1.8 million to $3.6 million at 300,000 active paid monthly subscriptions. At that subscription level, the model illustrated annualized consumer billings of $14.4 million to $21.6 million, before revenue sharing among participating mobile operators, content partners and IQSTEL.
“While our core telecommunications business remains on track, we are developing Digital Services as an additional engine of profitability,” said Leandro Iglesias, President and CEO of IQSTEL. “Our recent microdrama model illustrated potential annualized profit contribution of $1.8 million to $3.6 million for IQSTEL Digital at 300,000 active paid monthly subscriptions. These figures are illustrative, not financial guidance, but they demonstrate the opportunity we are pursuing. By combining our telecom scale with the earnings potential of Digital Services, we are building a Telecom and Digital Services powerhouse.”
The microdrama model assumes monthly consumer subscription pricing of approximately $4 to $6 and estimated monthly profit contribution attributable to IQSTEL Digital of approximately $0.50 to $1.00 per active paid subscription, after anticipated revenue sharing and directly attributable operating expenses.
Annualized amounts assume that subscription levels, pricing and estimated unit economics remain constant for twelve consecutive months. These scenarios are mathematical illustrations and do not represent existing subscriptions, contracted revenue, forecasts or financial guidance. Consumer billings do not represent revenue attributable exclusively to IQSTEL, and estimated profit contribution is not consolidated net income.
Building a Telecom and Digital Services Powerhouse
IQSTEL’s strategy combines the scale of its telecommunications business with the development of higher-margin digital services. Its telecommunications relationships provide a commercial foundation for introducing new offerings across entertainment, artificial intelligence, cybersecurity, fintech and digital health.
The Company’s focus is on translating that commercial reach into stronger profitability through business development, planned acquisitions and the expansion of Digital Services. July’s revenue performance, the planned Ultranet acquisition and the development of microdrama distribution reflect complementary elements of that strategy.
About IQSTEL Inc.
IQSTEL Inc. (NASDAQ: IQST) is a global telecommunications and technology company operating through two core business divisions: Telecom and Digital Services. The Telecom Division is the foundation of IQSTEL’s global platform, operating across 24 countries with more than 600 telecommunications carrier interconnections and delivering international voice, SMS, messaging, and connectivity solutions to some of the world’s largest telecom operators and enterprise customers. Through these customer relationships, IQSTEL’s platform has the potential to reach approximately 2.3 billion end users worldwide. Building on this global infrastructure and commercial reach, the Digital Services Division is focused on higher-margin technology solutions across Artificial Intelligence, Intelligent Communications, Cybersecurity, Fintech, Digital Health, Enterprise Automation, and Content Services. Built through nearly two decades of organic growth and strategic acquisitions, IQSTEL is leveraging the scale and reach of its Telecom business to accelerate the growth of Digital Services and drive its next phase of revenue and Adjusted EBITDA expansion.
For more information, visit:
Corporate
website: www.iqstel.com
Investor Relations Portal: www.ir.iqstel.com
IQSTEL Telecom website: www.iqsteltelecom.com
IQSTEL Digital Services website: www.iqsteldigital.com
Official Investor Landing Page: www.landingpage.iqstel.com
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. Words such as "anticipate," "believe," "estimate," "expect," "intend", "could" and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates, and projections about our business based partly on assumptions made by management. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully market our products and services; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our ability to complete complementary acquisitions and dispositions that benefit our company; our success establishing and maintaining collaborative, strategic alliance agreements with our industry partners; our ability to comply with applicable regulations; our ability to secure capital when needed; and the other risks and uncertainties described in our prior filings with the Securities and Exchange Commission.
Media and Investor Relations:
Ethan Walfish
Head of Investor Relations
IQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gates, FL 33134
Phone: +1-4848-IQSTEL (477835)
Email: ir@iqstel.com