SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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________________________________________________ (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:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
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 8 – OTHER EVENTS
| Item 8.01 | Other Events. |
On November 25, December 5, 2025 and December 15, 2025, we issued press releases concerning our stock dividend to shareholders and other matters.
The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information furnished under this Item 8.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, regardless of any general incorporation by reference language in such filing, except as shall be expressly set forth by specific reference in any such filing.
SECTION 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press Release, dated November 25, 2025 |
| 99.2 | Press Release, dated December 5, 2025 |
| 99.3 | Press Release, dated December 15, 2025 |
| 2 |
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: December 15, 2025
| 3 |
IQST - IQSTEL and CYCU - CYCURION Strengthen Strategic Alliance by Retaining the Full $1,000,000 Worth of Cross-Holdings and Each Company Announces the One-Time Pro-Rata Distribution of approximately $500,000 of Their Own Shares to Their Own Shareholders
Both Companies Signal Long-Term Commitment, Joint Development Plans, and a “Sibling Companies” Vision for the Future
Miami, FL – November 25, 2025 – IQSTEL Inc. (NASDAQ: IQST) (“IQSTEL”) and Cycurion Inc. (NASDAQ: CYCU) (“Cycurion”) refer to the joint press release dated September 3, 2025, in which each company announced plans to distribute $500,000 worth of the other company’s shares to its respective shareholders. To further solidify the strategic alliance between the two companies, IQSTEL and Cycurion today announce an updated approach: Each company will instead distribute $500,000 worth of its own shares as a one-time, pro-rata dividend to its shareholders, while preserving the full $1,000,000 in cross-ownership shares.
Following a coordinated review, IQSTEL and Cycurion agreed that issuing dividends in their own shares—rather than redistributing cross-held shares—provides a more streamlined, efficient, and value-enhancing structure for shareholders. The original cross-shareholding swap is expected to proceed next year once the shares meet seasoning requirements.
A Clear Signal of Long-Term Investment and Joint Growth
By keeping the full cross-holding positions intact, IQSTEL and Cycurion reinforce to the market that their relationship is not transactional, but rather a long-term investment commitment, reflecting a shared strategy, joint product development roadmap, and tightly aligned corporate vision.
Both companies described the decision as a strong symbol of their status as “sibling companies,” working collaboratively to expand their technological footprint in artificial intelligence, cybersecurity, telecom, and high-tech enterprise services.
Maintaining Cross-Holdings Strengthens Market Confidence
IQSTEL CEO Leandro Iglesias commented:
“By retaining the full $1,000,000 in shares of each other, IQSTEL and Cycurion demonstrate a deeper level of trust and alignment. This is a long-term partnership. We are building high-tech products together, entering new markets together, and showing shareholders that we are mutually invested in each other’s future.”
Cycurion CEO Kevin Kelly added:
“Keeping the cross-holdings untouched sends the right message: our companies are growing side by side. The dividend distribution using each company’s own shares eliminates unnecessary regulatory filings, streamlines the process for shareholders, and preserves the strength of our strategic alliance.”
A Foundation for Joint Developments Ahead
IQSTEL and Cycurion are currently co-developing advanced cybersecurity technologies, AI-based threat intelligence applications, and identity-driven security solutions aimed at telecom operators, financial institutions, and enterprise clients across more than 20 countries and 17 time zones.
The companies expect to deliver additional partnership updates in Q1 and Q2 2026
as new joint products enter the market.
About Cycurion Inc.
Based in McLean, Virginia, Cycurion (NASDAQ: CYCU) is a forward-thinking provider of IT cybersecurity solutions and AI, committed to delivering secure, reliable, and innovative services to clients worldwide. Specializing in cybersecurity, program management, and business continuity, Cycurion harnesses its AI-enhanced ARx platform and expert team to empower clients and safeguard their operations. Along with its subsidiaries, Axxum Technologies LLC, Cloudburst Security LLC, and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future.
For more information, please visit: www.cycurion.com
About IQSTEL Inc.
IQSTEL Inc. (NASDAQ: IQST) is a Global Connectivity, AI, and Digital Corporation providing advanced solutions across Telecom, High-Tech Telecom Services, Fintech, AI-Powered Telecom Platforms, and Cybersecurity. With operations in 21 countries and a team of 100 employees, IQSTEL serves a broad global customer base with high-value, high-margin services. Backed by a strong and scalable business platform, the company is forecasting $340 million in revenue for FY-2025, reinforcing its trajectory toward becoming a $1 billion tech-driven enterprise by 2027.
For more information, please visit: www.IQSTEL.com.
Official Investors Landing Page: www.landingpage.iqstel.com
Forward-Looking Statements
This press release contains forward-looking statements within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the operations and prospective growth of Cycurion’s and IQSTEL’s business. Many factors could cause Cycurion’s and IQSTEL’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements described in this press release.
Forward-looking statements include, but are not limited to, statements that express each company’s 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 each company or its respective management, identify forward-looking statements. These statements are based on current expectations, estimates, and projections about each company’s business based partly on assumptions made by management. Important factors that could cause actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: each company’s ability to successfully market its products and services; Each company’s continued ability to pay operating costs and ability to meet demand for its 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; each company’s ability to successfully develop new products and services; each company’s ability to complete complementary acquisitions and dispositions that benefit each company; each company’s success establishing and maintaining collaborative, strategic alliance agreements with its industry partners, including the equity exchange and the contemplated alliance between each company; each company’s ability to comply with applicable regulations; each company’s ability to secure capital when needed; and the other risks and uncertainties described in each company’s prior filings with the Securities and Exchange Commission.
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 and Cycurion undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.
IQSTEL Investor Relations:
IQSTEL Inc.
300 Aragon Avenue, Suite 375, Coral Gables, FL 33134
Email: [email protected]
Cycurion Investor Relations:
(888) 341-6680
Cycurion Media Relations:
(888) 341-6680
IQST - IQSTEL Confirms $500,000 Shareholder Dividend to Be Paid on December 30th in Free-Trading IQST Common Shares as Part of Its Long-Term Shareholder Value Strategy
Transfer Agent to Match DTC Positions With Broker Records to Ensure Accurate and Timely Distribution of Dividend Shares
New York, NY — December 3rd, 205— IQSTEL today confirmed its plan to distribute a $500,000 dividend on December 30th, 2025, payable in free-trading IQST common shares. This dividend is a key milestone as the company enters a new phase of long-term value creation and advances its broader strategy to evolve into a $1 billion revenue corporation.
This dividend distribution stems from the strategic agreement executed with Cycurion CYCU, which strengthened the long-term cooperation and development roadmap shared by both companies.
The news about the original agreement can be reviewed here:
https://finance.yahoo.com/news/iqst-iqstel-cycurion-cycu-execute-123000434.htmlç
Dividend Structure and Calculation
The $500,000 dividend will be calculated using the August 29, 2025 closing price of $6.62, resulting in:
• Total dividend shares: 75,529 free-trading IQST common shares
• Record Date: December 15th, 2025
• Payment / Distribution Date: December 30th, 2025
• Distributed by IQSTEL Transfer Agent: V-Stock Transfer
Only shareholders holding IQST common shares on the Record Date of December 15th, 2025 will be eligible to receive this dividend.
With 4,374,822 shares outstanding, the resulting distribution ratio is 0.0173.
Shareholders can determine their allocation by multiplying their share count by 0.0173.
All allocations will be rounded down, and no cash in lieu will be issued.
Operational Note for Shareholders
To ensure a smooth and accurate distribution, IQSTEL has instructed its transfer agent to match DTC positions with broker-reported share balances.
CEO Comment
IQSTEL CEO Leandro Iglesias stated:
“We are proud of who we are as a company and what we have achieved together. IQSTEL has fulfilled every promise we made to our shareholders—not only delivering strong operating results, but also tangible, measurable shareholder value. Now, as we enter a new stage with a clear path toward becoming a $1 billion revenue corporation, our commitment to our shareholders is stronger than ever. Beginning this year, IQSTEL intends to issue dividends annually, tied directly to our performance and growth. This $500,000 dividend is a testament to our vision, our execution, and our unwavering dedication to rewarding those who believe in our mission.”
About IQSTEL Inc.
IQSTEL Inc. (NASDAQ: IQST) is a Global Connectivity, AI, and Digital Corporation providing advanced solutions across Telecom, High-Tech Telecom Services, Fintech, AI-Powered Telecom Platforms, and Cybersecurity. With operations in 21 countries and a team of 100 employees, IQSTEL serves a broad global customer base with high-value, high-margin services. Backed by a strong and scalable business platform, the company is forecasting $340 million in revenue for FY-2025, reinforcing its trajectory toward becoming a $1 billion tech-driven enterprise by 2027.
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.
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.
For more information, please visit www.IQSTEL.com.
Official Investors Landing Page: www.landingpage.iqstel.com
Investor Relations Contact:
IQSTEL Inc.
300 Aragon Avenue, Suite 375, Coral Gables, FL 33134
Email: [email protected]
IQST – IQSTEL Announces First Dividend Distribution – Record Date Set for Today, December 15, 2025
New York, NY — December 15, 2025 — IQSTEL Inc. (NASDAQ: IQST) (“IQSTEL” or the “Company”) today announced that December 15, 2025, is the Record Date for its previously disclosed first-ever dividend distribution, payable in IQSTEL common shares.
As previously announced, IQSTEL will distribute a share-based dividend to all official shareholders of record as of the close of business on December 15, 2025, based on the shareholder records maintained the Company’s transfer agent, V-Stock Transfer.
In preparation for the dividend distribution, iQSTEL has instructed its transfer agent, in coordination with DTC, to reconcile participant positions to ensure accurate and timely delivery of dividend shares to eligible beneficial holders.
Dividend Structure and Calculation
The dividend totals $500,000 in value, calculated using the August 29, 2025 closing price of $6.62, resulting in the distribution of:
• Total dividend shares: 75,529 free-trading IQST common shares
• Record Date: December 15, 2025
• Payment / Distribution Date: on or about December 30, 2025
• Distributed by: V-Stock Transfer
Only shareholders holding IQST common shares as of the Record Date of December 15, 2025 will be eligible to receive the dividend.
With approximately 4,374,822 shares outstanding, the resulting distribution ratio is 0.0173. Shareholders may determine their allocation by multiplying their share count as of the Record Date by 0.0173.
All dividend allocations will be rounded down to the nearest whole share, and no cash in lieu will be issued for fractional shares.
CEO Commentary
“This year has been truly amazing for IQSTEL,” said Leandro Iglesias, President and CEO of IQSTEL. “We successfully uplisted to Nasdaq, achieved a $400 million revenue run rate ahead of plan, and reached a $2.7 million EBITDA run rate. Our Fintech business now represents approximately 20% of our revenue stream, we have added Cybersecurity to our high-tech, high-margin value proposition, and today we are proud to deliver the first dividend in company history to our loyal shareholders.
“This dividend marks an excellent starting point as we continue executing our strategy toward a $15 million EBITDA run rate next year and our long-term goal of achieving a $1 billion revenue run rate by 2027.”
Additional Company Update
As of the most recent data available, institutional investors currently hold approximately 5% of IQSTEL’s outstanding shares. Management continues to conduct investor webinars and non-deal roadshows to update the investment community on the Company’s progress and long-term strategy. The latest investor webinar video is available on: https://youtu.be/mVqCcY3u-Jc?si=ptXwnWRdxcw81rVC
IQSTEL hosted its most recent investor webinar on December 3, 2025, and the Company furnished the investor presentation used during the webinar on Form 8-K on December 11, 2025.
Shareholders and interested investors are invited to visit IQSTEL’s official landing page at www.landingpage.iqstel.com
About IQSTEL Inc.
IQSTEL Inc. (NASDAQ: IQST) is a Global Connectivity, AI, and Digital Corporation providing advanced solutions across Telecom, High-Tech Telecom Services, Fintech, AI-Powered Telecom Platforms, and Cybersecurity. With operations in 21 countries and a team of 100 employees, IQSTEL serves a broad global customer base with high-value, high-margin services. Backed by a strong and scalable business platform, the company is forecasting $340 million in revenue for FY-2025, reinforcing its trajectory toward becoming a $1 billion tech-driven enterprise by 2027.
Safe Harbor Statements:
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of securities will be made only by means of a prospectus or other appropriate offering document.
Statements in this news release may be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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.
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.
For more information, please visit www.IQSTEL.com.
Official Investors Landing Page: www.landingpage.iqstel.com
Investor Relations Contact:
IQSTEL Inc.
300 Aragon Avenue, Suite 375, Coral Gables, FL 33134
Email: [email protected]