IQST 8-K
iQSTEL Inc (IQST)
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.) |
|
|
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
|
________________________________________________ (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION 8 – OTHER EVENTS
Item 8.01 – Other Events
On March 10, 2025, iQSTEL Inc. (the “Company”) signed a non-binding memorandum of understanding (“MOU”) with Accredited Solutions, Inc. (“ASII”) to set forth the preliminary terms and mutual understanding between the parties regarding the Company’s potential sale of its 75% equity interest in itsBChain, LLC (the “Subsidiary”) to ASII, subject to the negotiation and execution of a definitive Purchase Agreement. The parties have agreed to execute the Purchase Agreement no later than June 1, 2025, or sooner.
Under the MOU, in exchange for the 75% interest in the Subsidiary, ASII proposes paying $1,000,000 to the Company as follows:
| • | $500,000 in restricted preferred shares of ASII, the terms and features of which will be available prior to execution of the Purchase Agreement, but should contain preferential treatment on the stated value in any liquidation of ASII and a conversion price of the lowest stock price with a 10 day look back at conversion (but with a conversion limitation of 4.99%, but no greater than 9.99%), ensuring iQSTEL’s value is preserved regardless of fluctuations in ASII’s common stock price. | |
| • | $500,000 in restricted common shares of ASII, which are expected to be registered by ASII in a resale offering that is filed on Form S-1 with the SEC within an agreed time from the close of the Purchase Agreement. |
At some time in the future, the Company plans to distribute the ASII common shares as dividends to its shareholders.
Further under the MOU, the Company will retain a 1% lifetime royalty on the Subsidiary’s total sales. The Company acknowledges a remaining investment commitment of $65,000 related to the Subsidiary. This amount will be paid in monthly installments of $2,500 directly to the Subsidiary.
The foregoing description is qualified in its entirety by reference to the MOU, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On March 12, 2025, we issued a press release announcing the Agreement with the parties. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.
SECTION 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 99.1 | Memorandum of Understanding, dated March 12, 2025 | |
| 99.2 | Press Release, dated March 12, 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 March 13, 2025
| 3 |
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered into as of March 10, 2025, by and between iQSTEL In c. ("iQSTEL"), a Nevada corporation, and Accredited Solutions, Inc. ("ASII"), a corporation registered in the State of California. Collectively, iQSTEL and ASII shall be referred to as the "Parties."
1. Purpose
The purpose of this MOU is to set forth the preliminary terms and mutual understanding between the Parties regarding iQSTEL's potential sale of a 75% equity interest in itsBChain to ASII, subject to the negotiation and execution of a definitive Purchase Agreement. The Parties agree to execute the Purchase Agreement no later than July 1, 2025, or sooner.
2. Parties Involved
Accredited Solutions, Inc. (ASII)
2810 N. Arcadia Court, Unit A210, Palm Springs, California 92262
iQSTEL Inc.
300 Aragon Avenue, Suite 375, Coral Gables, FL 33134
3. Ownership Transfer
• iQSTEL proposes to sell 75% of its ownership in itsBChain to ASII, which represents a ll of iQSTEL's holdings in itsBChain.
• This transaction has the full approval of Miguel Scavo, the owner of the remaining 25% stake in itsBChain.
4. Payment Terms
Total Consideration: ASII proposes paying $1,000,000 to iQSTEL as follows:
• $500,000 in restricted preferred shares of ASII, ensuring iQSTEL's value is preserved regardless of fluctuations in ASII's common stock price.
• $500,000 in restricted common shares of ASII, which will be registered by ASII in a resale offering filed on Form S-1 with the SEC.
- At some time in the future, iQSTEL may distribute these shares as dividends to its shareholders.
• iQSTEL will retain a 1 % lifetime royalty on itsBChain's total sales.
5. Outstanding Investment Commitment
iQSTEL acknowledges a remaining investment commitment of$65,000 related to itsBChain.
These funds will be allocated to payments for third-party contractors and will be disbursed in monthly installments of $2,500 directly to itsBChain.
6. Exploration of ASII Asset Purchase
• As part of this agreement, ASII will evaluate the potential sale of some of its assets to iQSTEL.
• iQSTEL will conduct due diligence on these assets to determine their strategic fit within its business model.
7. Purpose of the Transaction
This transaction aims to:
• Enhance ASll's position in the fin tech and cryptocurrency sector by integrating itsBChain's blockchain-based solutions.
• Create new value for ASII's shareholders with an innovative business model.
• Strengthen investor confidence through iQSTEL's potential distribution of ASII's shares.
• Preserve iQSTEL's long-term interests in itsBChain with royalty rights.
8. Due Diligence and Execution Timeline
• This transaction is contingent upon ASII successfully completing its due diligence on itsBChain.
• The Parties agree to make best efforts to finalize the Purchase Agreement by July 1, 2025, or sooner.
9. Public Disclosure Requirements
• Since iQSTEL and ASII are both publicly traded companies, each Party may be required to file an **8-K disclosure** with the U.S. Securities and Exchange Commission (SEC) regarding this MOU.
• Both Parties shall issue a **Press Release** announcing the execution of this MOU to their shareholders and the public.
10. Penalty Clause
• In the event that ASII fails to complete the purchase of itsBChain as outlined in this MOU and the definitive Purchase Agreement, ASII agrees to pay iQSTEL a penalty of **$250,000** as compensation for costs, lost opportunities, and damages incurred due to nonperformance.
• This penalty shall be payable to iQSTEL within 15 business days from the date of cancellation or fai lure to close the transaction as per the agreed terms.
| 2 |
11. Confidentiality and Non-Binding Nature
This MOU is confidential and non-binding, intended to serve as the basis for further negotiations. The terms herein are subject to due diligence and the execution of a definitive Purchase Agreement.
12. Contact Information
**iQSTEL Inc.**
300 Aragon Avenue, Suite 375, Coral Gables, FL 33134
Leandro Igl esias, CEO
Email: [email protected]
**Accredited Solutions, Inc. (ASII)**
2810 N. Arcadia Court, Unit A210, Palm Springs, California 92262
Eduardo Brito, CEO
Email: [email protected]
13. Signatures
The undersigned acknowledge their agreement to the terms outlined in this MOU and agree to pro~eed in good faith towards a definitive agreement.
/s/ Leandro Iglesias
**IQSTEL Inc.**
Name: Leandro Iglesias (President & CEO)
Date: March 10, 2025
/s/ Eduardo Brito
**Accredited Solutions, Inc. (ASII)**
Name: Eduardo Brito (CEO)
Date: March 10, 2025
/s/ Miguel Scavo
**Miguel Scavo**
Date: March 10, 2025
| 3 |
IQST - iQSTEL Announces Strategic Sale of itsBChain Subsidiary, Plans to Distribute Stock Dividend to Shareholders as Part of Nasdaq Uplisting Strategy
New York, NY – March 12, 2025 – iQSTEL Inc. (OTCQX: IQST), a multinational telecommunications and technology company, is pleased to announce the signing of a Memorandum of Understanding (MOU) for the sale of 100% of its stake in ItsBchain LLC, representing 75% of the company's total share capital (itsBchain.com), a blockchain-based subsidiary, to Accredited Solutions, Inc. (OTC: ASII). The terms of the MOU are subject to due diligence and the execution and fulfilment of a definitive agreement. This transaction reflects the Company’s strategy to focus on high-growth, high-margin sectors while delivering direct financial benefits to its shareholders.
A Beneficial Transaction for iQSTEL
iQSTEL has strategically monetized itsBChain, a pre-revenue subsidiary, selling its 75% stake for a total consideration of $1 million, which exceeds the company’s total investment in the subsidiary. The Company believes this move strengthens iQSTEL’s financial position and focuses the company on attaining better margins as it executes its 2025 strategic roadmap leading up to growing EBITDA and profitability.
The $1 million transaction is structured as follows:
• $500,000 in ASII preferred shares, ensuring iQSTEL’s value remains protected.
• $500,000 in ASII common shares, which are expected to be registered in a resale offering filed with the SEC.
Shareholders to Receive ASII Common Shares as a Dividend
As part of its strategy to maximize shareholder value, iQSTEL plans to distribute the common stock in ASII to its shareholders as a dividend. The Company believes this decision not only rewards current investors but also aligns with iQSTEL’s broader efforts to enhance shareholder participation and liquidity.
“This transaction marks a key milestone in our strategic roadmap,” said Leandro Iglesias, President & CEO of iQSTEL. “We are profitably monetizing a non-core subsidiary, strengthening our balance sheet, and simultaneously rewarding our shareholders by distributing a significant portion of the proceeds.”
Strengthening iQSTEL’s Core Business
This transaction allows iQSTEL to streamline its portfolio and focus on Telecom, Fintech, AI, and Cybersecurity—the company’s core high-margin business areas. Additionally, iQSTEL will retain a 1% lifetime royalty on itsBChain’s total sales, ensuring continued long-term value from the business.
The company is actively pursuing potential acquisitions, strategic partnerships, and corporate realignments to strengthen its valuation and market positioning, ensuring a successful transition to a major national exchange this year.
Next Steps
The definitive Purchase Agreement is expected to be executed no later than July 1, 2025. The agreement includes a $250,000 penalty clause, ensuring ASII’s commitment to completing the transaction.
Both of iQSTEL and ASII plan to issue official press releases to keep shareholders informed of further developments.
This press release does not constitute a public offer of any securities for sale.
About Accredited Solutions, Inc. (ASII)
Accredited Solutions, Inc. (ASII) is a technology-driven company focused on strategic investments in fintech, blockchain, and digital assets. The acquisition of itsBChain aligns with ASII’s expansion strategy in the blockchain and digital finance sectors.
About iQSTEL Inc.
iQSTEL Inc. (OTCQX: IQST) is a multinational technology company offering cutting-edge solutions in Telecom, Fintech, Blockchain, Artificial Intelligence (AI), and Cybersecurity. Operating in 20 countries, iQSTEL delivers high-value, high-margin services to its extensive global customer base. iQSTEL projects $340 million in revenue for FY-2025, building on its strong business 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 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.
Investor Relations Contact:
iQSTEL Inc.
300 Aragon Avenue, Suite 375, Coral Gables, FL 33134
Email: [email protected]
| 2 |