IQST 10-K/A
iQSTEL Inc (IQST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment No. 1
| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended | |
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from _________ to ________ | |
| Commission file number: |
| (Exact name of registrant as specified in its charter) | |
| (I.R.S. Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number: ( |
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Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The |
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Securities registered under Section 12(g) of the Exchange Act:
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| Title of each class | |
| Common Stock, par value of $0.001 | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
| ☐ Large accelerated filer | ☐ Accelerated filer |
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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. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price
of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter $
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Explanatory Note
iQSTEL Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A to our Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Report”) for the purpose of including Exhibit 97.1, a copy of the Company’s Clawback Policy, as required under SEC Rule 10D-1.
As required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Form 10-K/A pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, no other amendments are being made to this Report. This Form 10-K/A does not reflect events occurring after the April 21, 2026, filing of our Report or modify or update the disclosure contained in the Report in any way other than as required to reflect the amendments discussed above and reflected below.
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PART IV
Item 15. Exhibits, Financial Statements Schedules
| (a) Financial Statements and Schedules |
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
| (b) Exhibits |
Filed herewith**
| 1. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 28, 2018. | |
| 2. | Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the US Securities and Exchange Commission on August 18, 2011. | |
| 3. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on August 31, 2018. | |
| 4. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 30, 2020. | |
| 5. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 25, 2020. | |
| 6. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 19, 2020. | |
| 7. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2020. | |
| 8. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 6, 2020. | |
| 9. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 11, 2019. | |
| 10. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 6, 2019. | |
| 11. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 4, 2019. | |
| 12 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 26, 2022. | |
| 13 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2022. | |
| 14 | Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on September 22, 2022. | |
| 15 | Incorporated by reference to the Company’s Form 8-K/A filed with the US Securities and Exchange Commission on October 6, 2022. | |
| 16 | Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on October 11, 2022. | |
| 17 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 2, 2022. | |
| 18 | Incorporated by reference to the Company’s DEF 14C filed with the US Securities and Exchange Commission on May 12, 2020. | |
| 19 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 14, 2022. | |
| 20 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 8, 2021. | |
| 21 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 13, 2020. | |
| 22 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 6, 2020. | |
| 23 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 25, 2024. | |
| 24 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2024. | |
| 25 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 4, 2024. | |
| 26 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2024. | |
| 27 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on July 2, 2024. | |
| 28 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on October 22, 2024. | |
| 29 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 4, 2024. | |
| 30 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 17, 2025 | |
| 31 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 2, 2025 | |
| 32 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 30, 2025 | |
| 33 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 25, 2025 | |
| 34 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on July 9, 2025 | |
| 35 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on September 3, 2025 | |
| 36 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on September 19, 2025 | |
| 37 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on September 26, 2025 | |
| 38 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on October 10, 2025 | |
| 39 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 3, 2026 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IQSTEL Inc. | |
| By: | /s/ Leandro Iglesias |
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Leandro Iglesias Chief Executive Officer, Principal Executive Officer | |
| April 23, 2026 |
| By: | /s/ Alvaro Quintana Cardona |
| Alvaro Quintana Cardona | |
| Title: | Chief Operating Officer, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer |
| Date: | April 23, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Leandro Iglesias |
|
Leandro Iglesias Chief Executive Officer, Principal Executive Officer | |
| April 23, 2026 |
| By: | /s/ Alvaro Quintana Cardona |
| Alvaro Quintana Cardona | |
| Title: | Chief Operating Officer, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer |
| Date: | April 23, 2026 |
| By: | /s/ Raul Perez |
| Raul Perez | |
| Title: | Director |
| Date: | April 23, 2026 |
| By: | /s/ Jose Antonio Barreto |
| Jose Antonio Barreto | |
| Title: | Director |
| Date: | April 23, 2026 |
| By: | /s/ Italo Segnini |
| Italo Segnini | |
| Title: | Director |
| Date: | April 23, 2026 |
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