iQSTEL Inc 8-K, filed Feb 19, 2021
iQSTEL Inc (IQST)
About this 8-K
iQSTEL Inc filed this 8-K on February 19, 2021, reporting on events of February 16, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 2021
iQSTEL Inc.
(Exact name of registrant as specified in its charter)
Nevada |
| 000-55984 |
| 45-2808620 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 |
| 33134 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (954) 951-8191
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On February 16, 2021, we entered into a Termination Agreement and Release with Apollo Management Group, Inc. (“Apollo”), pursuant to which we agreed to settle loans amounting to $500,000 with Apollo by issuing to Apollo 735,295 shares of our common stock as full and complete settlement of the aggregate outstanding principal amount and by paying Apollo $1,500 representing the outstanding accrued and unpaid interest on the loans. In connection with the agreement, the parties entered into a mutual release of claims.
Also on February 16, 2021, we entered into a Termination Agreement and Release with M2B Funding Corp. (“M2B”), pursuant to which we agreed to settle loans amounting to $716,666.67 with M2B by issuing to M2B 1,053,922 shares of our common stock as full and complete settlement of the aggregate outstanding principal amount and by paying M2B $10,511 representing the outstanding accrued and unpaid interest on the loans. In connection with the agreement, the parties entered into a mutual release of claims.
Also on February 16, 2021, we entered into a Termination Agreement and Release with M2B, pursuant to which we agreed to settle an “additional loan” amounting to $300,000 with M2B by issuing to M2B 441,177 shares of our common stock as full and complete settlement of the aggregate outstanding principal amount and by paying M2B $789 representing the outstanding accrued and unpaid interest on the loan. In connection with the agreement, the parties entered into a mutual release of claims.
The foregoing description of the Termination Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreements filed as Exhibits 10.1, 10.2 and 10.3 hereto and incorporated herein by reference.
SECTION 8 – OTHER EVENTS
ITEM 8.01 OTHER EVENTS
On February 17, 2021, we issued a press release concerning termination of certain debt in our company and other matters. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit No. |
| Description |
| Termination Agreement and Release | |
| Termination Agreement and Release | |
| Termination Agreement and Release | |
| Press Release dated February 17, 2021 |
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
CEO
Date: February 19, 2021
IQST – iQSTEL Eliminates All Debt In Form Of Notes Becoming Debt Free Company
New York, NY – February 17, 2021 – iQSTEL, Inc. (USOTC: IQST), an international provider of Telecom, Technology, Fintech and Blockchain solutions, today announced that it has eliminated all remaining debt from its balance sheet associated with any Promissory Note. With the exception of routine operational payables, the Company is now completely debt free with no Convertible Notes, Warrants, Promissory Notes or Settlement Agreements.
“Since the fourth quarter of 2020, we have eliminated over $3.3 million of debt from our balance sheet, which not only strengthens our financial condition, but also improves our financial performance as net income is no longer burdened with interest expense. Eliminating all debt is a key milestone as we prepare for a potential up-list onto a major stock exchange,” commented Leandro Iglesias, iQSTEL’s CEO.
“With our strengthened balance sheet, we can better focus on our growth strategy and the development of our Telecom (SMS, VoIP, 5G Fiber-Optic Network), Technology (IoT Smart Gas/Tank/EV Platforms & iQBatteries for EV), Fintech (Visa Debit Card & Remittances) and Blockchain Platforms (MNPA & Settlement/Payments Marketplace) segments, with a keen eye on maximizing shareholder value. We look forward to continuing to report further corporate execution, as well as our progress in the up-listing process,” added Mr. Iglesias.
Through an agreement with its Promissory Note holders, IQST exchanged IQST restricted common shares to eliminate outstanding Promissory Note balances.
Under the agreement with the Promissory Note holders, the issued shares will be priced at $0.68 each, and will be restricted for a period of six months from the date of issuance. The debt holders have one year from the date of execution of the agreement to request the issuance of the shares totaling 2,230,400. As a result of the execution of the agreement, each Promissory Note will be considered paid in full.
About iQSTEL Inc.:
iQSTEL Inc (OTC: IQST) (www.iQSTEL.com) is a US-based publicly-listed company offering leading-edge Telecommunication, Technology and Fintech Services for Global Markets, with presence in 13 countries. The company provides services to the Telecommunications, Electric Vehicle (EV), Liquid Fuel Distribution, Chemical and Financial Services Industries. iQSTEL has 4 Business Divisions: Telecom, Technology, Fintech and Blockchain, with worldwide B2B and B2C customer relations operating through its subsidiaries: Etelix, SwissLink, QGlobal SMS, SMSDirectos, IoT Labs, Global Money One and itsBchain. The Company has an extensive portfolio of products and services for its clients: SMS, VoIP, 4G & 5G international infrastructure connectivity, Cloud-PBX, OmniChannel Marketing, IoT Smart Electric Vehicle Platform, iQ Batteries for Electric Vehicles, IoT Smart Gas Platform, IoT Smart Tank Platform, Visa Debit Card, Money Remittance, Mobile Number Portability Application MNPA (Blockchain Platform) and Settlement & Payments Marketplace (Blockchain Platform).
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 statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release and iQSTEL Inc. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.
iQSTEL Inc.
IR US Phone: 646-740-0907, IR Email: investors@iqstel.com
Source: iQSTEL Inc. and its subsidiaries: www.iqstel.com