Form 8-K

8-K — iQSTEL Inc

Accession: 0001663577-26-000194

Filed: 2026-06-17

Period: 2026-06-17

CIK: 0001527702

SIC: 4813 (TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE))

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — iqst8k061726.htm (Primary)

EX-3.1 — AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF IQSTEL INC., DATED JUNE 17, 2026 (ex3_1.htm)

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iQSTEL Inc. - Form 8-K - June 17, 2026

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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): June 17,

2026

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock

IQST

Nasdaq Capital Market

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. [ ]

Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Items 5.03 related to

the Amended and Restated Certificate of Designation and the terms of the Series B Preferred Stock is hereby incorporated by reference

into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

The Board of Directors of iQSTEL Inc. (the “Company”)

approved, by unanimous written consent, an Amended and Restated Certificate of Designation for the Company’s Series B Preferred

Stock (the “Amended COD”).

The Amended COD amends the Company’s prior Certificate

of Designation of Series B Preferred Stock to revise the conversion provisions as follows:

Permit holders of Series B Preferred Stock to convert their shares into shares of the Company’s

common stock at any time upon five (5) days’ written notice to the Company (previously, conversion rights were exercisable only

in connection with the end of a 12-month term following issuance);

Reduce the required written notice period for conversion from sixty (60) days to five (5) days;

and

Provide that, upon conversion, the Company shall pay the converting holder the proportional

accrued and unpaid dividends earned on the converted shares up to but not including the actual conversion date.

The Company also obtained the written consent of the

holders of a majority of the outstanding shares of Series B Preferred Stock approving the Amended COD, as required by Section 7 of the

Amended COD.

The Amended COD was filed with the Secretary of State

of the State of Nevada on June 17, 2026.

The foregoing description of the Amended COD is qualified

in its entirety by reference to the full text of the Amended COD, a copy of which is filed as Exhibit 3.1 to this Current Report on Form

8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

3.1

Amended

and Restated Certificate of Designation of Series B Preferred Stock of iQSTEL Inc., dated June 17, 2026

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: June 17, 2026

EX-3.1 — AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF IQSTEL INC., DATED JUNE 17, 2026

EX-3.1

Filename: ex3_1.htm · Sequence: 2

FRANCISCO

V. AGUILAR

Secretary of State

401 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:

www.nvsos.gov

Certificate, Amendment or Withdrawal of Designation

NRS

78.1955, 78.1955(6)

☐ Certificate of Designation

☐ Certificate of Amendment to Designation - Before

Issuance of Class or Series

☒ Certificate of Amendment to Designation -After Issuance of

Class or Series

☐ Certificate of Withdrawal of Certificate of Designation

TYPE OR

PRINT · USE DARK INK ONLY · DO

NOT HIGHLIGHT

Entity information:

Name of entity:

iQSTEL INC.

Entity

or Nevada Business

Identification Number

(NVID): NV20111422847

2. Effective date and time:

For

Certificate of Designation

or Date:

Time:

Amendment to

Designation Only

(Optional): (must

not be later

than 90 days after

the certificate is filed)

3. Class or series of

stock:

(Certificate

of Designation only)

The class or series

of stock being designated within

this filing:

4. Information for amendment of class or series of stock:

The original class or series of stock being amended within this filing:

SERIES

B PREFERRED STOCK

5. Amendment of class or series of stock:

☐ Certificate of

Amendment to Designation- Before Issuance

of Class or Series

As of

the date of this certificate

no shares of the class

or series of

stock have been issued.

☒ Certificate of

Amendment to Designation- After Issuance of

Class or Series

The amendment

has been approved by the

vote of stockholders holding shares in the

corporation entitling

them to exercise

a majority of the voting power, or such

greater proportion of

the voting power as may be required by the

articles of incorporation or the certificate of designation.

6. Resolution: Certificate of Designation and Amendment to Designation only)

resolution

of the board of directors pursuant to

a provision in the articles

of incorporation this certificate

establishes OR amends the following regarding

the voting powers, designations,

preferences , limitations,

restrictions and relative

rights of the following class or series of stock.* SERIES B PREFERRED STOCK

SEE

ATTACHED

7. Withdrawal:

Designation

being Withdrawn: Date

of Designation:

No shares of the class or series of

stock being withdrawn are outstanding.

The

resolution of the board of

directors authorizing the withdrawal of the certificate

of designation establishing

the class or series of

stock: *

8. Signature: (Required)

x /s/

Leandro Iglesias

Date:

06/17/2026

Signature of Officer

* Attach

additional page(s) if necessary

This form must be accompanied by appropriate

fees.

Page

1 of 1

Revised:

1/1/2019

AMENDED

AND RESTATED CERTIFICATE OF DESIGNATION OF

iQSTEL

INC.

Pursuant

to Section 78.1955 of the Nevada Revised Statutes

SERIES·B

PREFERRED STOCK

On behalf of iQSTEL

Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly

adopted by the board of directors of the Corporation (the “Board”):

RESOLVED, that, pursuant

to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles

of Incorporation”), the Certificate of Designation of the Series B Preferred Stock previously filed with the Nevada Secretary of

State is hereby amended and restated in its entirety as follows:

There hereby is created,

out of the one million two hundred thousand (1,200,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized

by Article III of the Articles of Incorporation (“Preferred Stock”), a series of Series B Preferred Stock, consisting of two

hundred thousand (200,000) shares, which series shall have the following powers, designations, preferences and relative participating,

optional and other special rights, and the following qualifications, limitations and restrictions:

Designation; Rank.

This series of Preferred Stock shall be designated and known as "Series B Preferred

Stock." The number of shares constituting the Series B Preferred Stock shall be two hundred thousand (200,000)

shares. The Series B Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Corporation now or hereafter outstanding.

Dividends. The

holders of Series B Preferred Stock shall be entitled to receive as, when, and if declared by the Board of Directors, dividends in kind

at an annual rate equal to twenty four percent (24%) of the Original Series B Issue Price (as hereinafter defined) per share for each

of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months.

Such dividends shall begin to accrue and shall accumulate (to the extent not otherwise declared and paid as set forth above) on each share

of Series B Preferred Stock, from the date of issuance of such share of Series B Preferred Stock (the "Original

Issue Date"), whether or not declared and shall cease accruing on the date that is the day prior to the Conversion Date (as defined

in Section 5). So long as any

shares of Series B Preferred Stock are outstanding, no dividends shall be paid or declared and set apart for payment upon the Junior Securities

(as hereinafter defined) by the Corporation.

Liquidation Preference.

(a)

In the event of any dissolution, liquidation or winding up of the Corporation (a "Liquidation"),

whether voluntary or involuntary, the Holders of Series B Preferred Stock shall be entitled to receive, prior and in preference to any

distribution of any of the assets of the Corporation to the holders of the

Corporation's

common stock, par value $0.001 per share ("Common Stock") and Series A Preferred Stock, par value $0.001 per share, or any other

series of the Corporation's preferred stock that is junior to the Series B Preferred Stock (collectively, the "Junior Securities"),

an amount per share equal to eighty one United States dollars ($81) for each outstanding share of Series B Preferred Stock (the "Original

Series B Issue Price"), plus an amount equal to all accrued but unpaid dividends thereon. If upon the occurrence of such event, the

assets and funds thus distributed among the holders·of

the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then

the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the

Series B Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

(b)

A sale of all or substantially all of the Corporation's assets or an acquisition of the Corporation

by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidation

or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a "Change

in Control Event"), shall not be deemed to be a Liquidation for purposes of this Designation.

Voting. Except

as required by applicable law or as set forth herein, the holders of shares of Series B Preferred Stock will have no right to vote on

any matters, questions or proceedings of this Corporation including, without limitation, the election of directors.

Optional Conversion of Series B Preferred Stock.

The Holders of Series B Preferred Stock shall have conversion rights as follows:

(a)

Conversion Right. Each share

of Series B Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration

by the Holder thereof, at any time, provided that the holder gives five (5) days’ notice, into shares of Common Stock on the Optional

Conversion Date (as hereinafter defined) at a conversion rate of twelve and one-half (12.5) shares of Common Stock (the "Conversion

Rate") for every one (1) share of Series B Preferred Stock, subject to adjustment as provided in Section 5 of this Designation.

(b)

Mechanics of Optional Conversion. To

effect the optional conversion of shares of Series B Preferred Stock in accordance with Section 5(a) of this Designation, any Holder

of record shall make a written demand on the Corporation·at

least five (5) days prior to such conversion (for purposes of this Designation, a "Conversion

Demand") at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares,

and (ii) the proposed date of such conversion, which shall be a business day not less than five (5) days after the date of such Conversion

Demand (for purposes of this Designation, the "Optional Conversion Date").

Within five (5) days of receipt of the Conversion Demand, the Corporation shall give written notice (for purposes of this Designation,

a "Conversion

Notice") to the Holder setting forth therein (i) the address of the place or

places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and

(ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed

stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment.

The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Holder's address as may be set forth

in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series B Preferred

Stock, if any, or, if none, of the Corporation. On or before the Optional Conversion Date, each Holder of the Series B Preferred Stock

so to be converted shall surrender the certificate or certificates representing

such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion

Notice so provides, to the Corporation

at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Corporation. As

soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares,

the Corporation shall issue and deliver to such Holder, or its nominee, at such Holder's address as it appears on the records of the

stock transfer agent for the Series B Preferred Stock, if any, or, if none, of the Corporation, a certificate or certificates for the

number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

(c)

No Fractional Shares. No

fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series B Preferred Stock. In lieu of any fractional

share to which the Holder would be entitled but for the provisions of this Section 5(c) based on the number of shares of Series B Preferred

Stock held by such Holder, the Corporation shall issue a number of shares to such Holder rounded up to the nearest whole number of shares

of Common Stock. No cash shall be paid to any Holder of Series B Preferred Stock by the Corporation upon conversion of Series B Preferred

Stock by such Holder.

(d)

Reservation of Stock. The

Corporation shall at all times when any shares of Series B Preferred Stock shall be outstanding, reserve and keep available out of its

authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion

of all outstanding shares of Series B Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall

not be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock, the Corporation will take such corporate

action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number

of shares as shall be sufficient for such purpose.

(e)

Stock Dividends, Splits, Combinations and Reclassifications.

If the Corporation at any time on or after the date of this Certificate of Designation subdivides (by any

stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater

number of shares, the applicable Conversion Rate and other share based metrics in effect immediately prior to such subdivision will be

proportionately reduced and the number of shares of Common Stock issuable will be proportionately increased. If the Corporation at any

time on or after the date of this Certificate of Designation combines (by combination, reverse stock split or otherwise) one or more classes

of its outstanding shares of Common Stock into a smaller number of shares, the applicable Conversion Rate and other share based metrics

in effect immediately prior to such combination will be proportionately increased and the number of shares of Common Stock will be proportionately

decreased. Any adjustment under this Section will become effective at the close of business on the date the subdivision or combination

becomes effective.

(f)

Certificate as to Adjustments. Upon

the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to Section 5 of this Designation, the Corporation at

its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and cause its principal financial

officer to verify such computation and prepare and furnish to each Holder of Series B Preferred Stock a certificate setting forth such

adjustment or readjustment and setting forth in reasonable detail the facts upon which such adjustment or readjustment is based. The Corporation

shall, upon the written request at any time of any Holder of Series B Preferred Stock, furnish or cause to be furnished to such Holder

a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Conversion Rate in effect at such time for the Series

B Preferred Stock; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at such time would be

received upon the conversion of the Series B Preferred Stock.

(g)

Issue Taxes. The converting

Holder shall pay any and all issue and other non-income taxes that may be payable in respect of any issue or delivery of shares of Common

Stock on conversion of shares of Series B Preferred Stock.

(h)

Leak-Out upon Conversion. The

converting Holder shall, prior to any conversion as outlined in this Section 5, execute with the Corporation a one (1) year leak-out agreement

restricting the public sale of shares of Common Stock to no more than five percent (5%) of the previous monthly stock liquidity.

(i)

Accrued Dividends on Conversion. Upon conversion, the Corporation shall pay the Holder

the proportional accrued and unpaid dividends earned on the converted shares up to but not including the actual Conversion Date.

No Preemptive Rights. No

holder of the Series B Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional

shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible

into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences

of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and

for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion

may deem advisable.

Vote to Change the Terms of or Issue Preferred Stock. The

affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the majority holders (in addition

to any other corporate approvals then required to effect such action), shall be required for any change to this Certificate of Designation

or the Company's Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and

rights of the Series B Preferred Stock.

Lost or Stolen Certificates. Upon

receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates

representing the shares of Series B Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking

by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the

Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided,

however, that the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests

the Company to convert such shares of Series B Preferred Stock into Common Stock.

Failure or Indulgence Not Waiver. No

failure or delay on the part of a holder of Series B Preferred Stock in the exercise of any power, right or privilege hereunder shall

operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privilege.

IN WITNESS WHEREOF the undersigned has

signed this Designation this 17th day of June

2026.

iQSTEL INC.

By: /s/

Leandro Iglesias

Name: Leandro Iglesias

Title:

CEO

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300 Aragon Avenue

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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration