Form 8-K

8-K — iQSTEL Inc

Accession: 0001663577-26-000196

Filed: 2026-06-25

Period: 2026-06-25

CIK: 0001527702

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — iqst8k062526.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED JUNE 25, 2026 (ex99_1.htm)

EX-99.2 — LETTER TO SHAREHOLDERS DATED JUNE 25, 2026 (ex99_2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: iqst8k062526.htm · Sequence: 1

iQSTEL Inc. - Form 8-K - June 25, 2026

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0001527702

2026-06-25

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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 25,

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 8.01. Other Events.

On June 25, 2026, iQSTEL Inc. (the “Company”) published a Letter

to Shareholders disclosing, among other things, that the Company has entered into a Binding Memorandum of Understanding to acquire a 51%

controlling interest in ULTRANET Telecom Group. The Letter to Shareholders also outlines the expected financial and strategic impacts

of the proposed transaction and the Company’s digital services strategy.

A copy of the press release announcing the publication of the Letter to

Shareholders is attached hereto as Exhibit 99.1. A copy of the full Letter to Shareholders dated June 25, 2026 is attached hereto as Exhibit

99.2.

The information contained in this Item 8.01, including the exhibits attached

hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended, or otherwise subject to the liabilities of that section. It shall not be deemed incorporated by reference into any filing

under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SECTION 9 – Financial

Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release, dated June 25, 2026

99.2

Letter to Shareholders dated June 25, 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 25, 2026

EX-99.1 — PRESS RELEASE, DATED JUNE 25, 2026

EX-99.1

Filename: ex99_1.htm · Sequence: 2

IQST - IQSTEL Inc. Announces Shareholder Letter

Unveiling 4x Net Income Growth Catalyst: Binding MOU with ULTRANET Expected to Transform Company Profitability While Digital Services

Strategy Opens Path to High-Margin Revenue at Scale

$4.5M in added net income, $9M combined Adjusted

EBITDA, and a 23-million-user digital services addressable market — IQSTEL is no longer just a telecom company

NEW YORK, NY — June 25, 2026 — IQSTEL

Inc. (NASDAQ: IQST) today published a Letter to Shareholders disclosing a Binding MOU to acquire a 51% controlling interest in ULTRANET

Telecom Group — the largest transaction in IQSTEL’s history — and detailing a structural profitability inflection that

is expected to multiply the Company’s net income from operations by approximately four

times. In parallel, IQSTEL outlined its accelerating transition from a pure-play telecom

carrier into a high-margin digital services platform with access to an addressable market of

up to 23 million digital services users through its existing global operator network.

~4x

Net

Income Multiplier

$4.5M

Added

Annual Net Income

$9M

Combined

Adj. EBITDA

$13M

Added

Shareholders’ Equity

The Profitability Inflection: What ULTRANET Delivers

ULTRANET Telecom Group is a profitable,

fully audited telecommunications operator with established operations across six African countries. Based on ULTRANET’s

FY 2025 audited financial statements, the planned Q3 acquisition is expected to deliver an immediate, verified profitability boost to

IQSTEL on a consolidated basis:

ULTRANET Metric

Impact

on IQSTEL (Consolidated)

$4.5M Annual Net Income Added

~4x increase in IQSTEL net income from operations — single largest profitability leap in Company history

$130M Annual Revenue Added

~30% revenue increase in one transaction; pushes IQSTEL above $500M annualized run rate

$21M Total Assets Added

Strengthens balance sheet; improves borrowing capacity and institutional credibility

$13M Shareholders’ Equity Added

Directly increases per-share intrinsic value and supports long-term capital allocation strategy

~$9M Combined Adj. EBITDA

Positions IQSTEL approximately halfway toward its $15M EBITDA mid-term run rate target

6 African Markets

Expands IQSTEL’s operational footprint to ~30 countries across Africa, Latin America, and Europe

Management noted that the $4.5 million net income

contribution represents the single largest profitability leap in IQSTEL’s history, and

that the combined Adjusted EBITDA of approximately $9 million positions the Company at roughly the halfway point toward its mid-term target

of $15 million in EBITDA — with further digital services upside not yet reflected in these projections.

From Telecom Carrier to High-Margin Digital Platform

While the revenue and profitability contribution of

ULTRANET is significant, management believes the strategic value may be even greater. IQSTEL’s

existing commercial platform already reaches over 600 of the world’s largest telecom operators,

creating access to approximately 2.3 billion end users globally. ULTRANET’s African presence

and operator relationships provide IQSTEL with a ready-made regional channel through which it can immediately begin deploying its high-margin

Digital Services portfolio.

IQSTEL’s Digital Services portfolio currently

includes:

▸ Fintech:

Fintech & mobile money solutions

▸ Cybersecurity:

Enterprise and operator cybersecurity services

▸ Artificial

Intelligence: Proprietary Artificial Intelligence applications

▸ Digital

Health: Digital Health platforms

▸ Digital

Content: Digital Content distribution

The

Digital Services Opportunity: If IQSTEL captures just 1% of the 2.3 billion end users accessible through its global operator

network, that represents a potential addressable market of 23 million Digital Services users

— at margins that significantly exceed traditional telecommunications connectivity. ULTRANET’s African footprint adds a high-growth

regional channel where digital financial and content services remain significantly underserved.

The Company intends to leverage the combined platform

to extend ULTRANET’s distribution reach beyond Africa into the Middle East and Asia —

two of the highest-growth telecommunications and digital services regions in the world — creating a scalable international growth

engine with meaningfully higher margin characteristics than the Company’s current revenue mix.

“The

Binding MOU with ULTRANET sets the stage for something no single transaction has done before in our history: upon closing in Q3, it is

expected to multiply our net income from operations by approximately four times in one step. But the bigger story is what comes next.

We have built a platform that touches 2.3 billion end users. We are now deploying fintech, cybersecurity, AI, and digital health through

that platform — services that carry multiples of the margin of traditional telecom. IQSTEL is not becoming a digital services company.

IQSTEL already is one.”

— Leandro Jose Iglesias, President

& CEO, IQSTEL Inc. (NASDAQ: IQST)

Revenue Context: A Platform Built for Scale

IQSTEL enters this profitability phase backed by a

proven revenue track record. The Company has grown from $13.8 million in revenue in 2018 to

a projected $560 million year-end run rate in 2026 — a 40x increase — with the planned ULTRANET acquisition expected to accelerate

the path toward management’s stated target of $1 Billion in annual revenue.

Year

Net

Revenue

YoY

Growth

Milestone

2018

$13.8M

—

Company founding year

2020

$44.9M

+149%

Multi-country telecom platform established

2022

$93.2M

+44%

Consistent M&A-driven growth

2023

$144.5M

+55%

55% organic growth — zero acquisitions

2024

$283M

+96%

Nearly doubled revenue in a single year

2025

$317M

+20%

NASDAQ uplisting; first-ever dividend

2026E

$430M → $560M*

~+40%

ULTRANET acquisition closes (Q3) — 4x net income leap; $560M year-end run rate

2027T

$1 Billion

—

Management revenue target

* 2026E organic forecast $430M; ULTRANET adds ~$130M →

$560M year-end run rate. Forward-looking estimates are management projections, not guarantees of future performance.

Independent Analyst Validation

Following the ULTRANET announcement, Litchfield Hills

Research reaffirmed its $18.00 per share price target for IQSTEL —

a target management believes reflects the significant disconnect between IQSTEL’s current market valuation and the intrinsic value

of the business being built. Full report: https://landingpage.iqstel.com/wp-content/uploads/2026/06/LHR-IQST-06092026.pdf

(Analyst opinions are their own and do not represent a statement

by the Company.)

READ THE

FULL SHAREHOLDER LETTER AT: https://landingpage.iqstel.com/wp-content/uploads/2026/06/IQST_Shareholders_Letter_June-25_2026.pdf

About IQSTEL Inc.

IQSTEL Inc. (NASDAQ: IQST)

is a global telecom and technology company operating in 21 countries with over 600 Telecommunication Carrier Interconnections. The company

delivers international voice, SMS, messaging, connectivity, and mobile financial services to telecom operators and enterprise customers

worldwide. Built through a decade of organic growth and strategic acquisitions, IQSTEL is now expanding into AI-powered communications

and cybersecurity through its RealityBorder.com AI Division and Cycurion partnership.

For more information, please visit www.IQSTEL.com.

Official Investors Landing Page: www.landingpage.iqstel.com

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.

Media and Investor Relations:

Ethan Walfish

Head of Investor Relations

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gates, FL 33134

Email: ir@iqstel.com

EX-99.2 — LETTER TO SHAREHOLDERS DATED JUNE 25, 2026

EX-99.2

Filename: ex99_2.htm · Sequence: 3

IQSTEL Inc. | NASDAQ: IQST

Letter to Shareholders

June 25, 2026

Dear Fellow Shareholders,

Today marks another defining milestone in IQSTEL’s

journey toward becoming a leading global technology and telecommunications company. We are announcing the signing of a Binding Memorandum

of Understanding to acquire a 51% controlling interest in ULTRANET Telecom Group — the largest transaction in IQSTEL’s history.

Before describing the transaction in detail, we

believe it is important to place this announcement in the context of the company’s track record — because the story of ULTRANET

cannot be fully appreciated without understanding what IQSTEL has already built.

A Proven Track Record of Execution

Over the past six years, IQSTEL has grown from a

sub-$50 million revenue company into a NASDAQ-listed telecommunications platform approaching $500 million in annualized revenue. This

growth has been both consistent and accelerating — driven by a disciplined combination of strategic acquisitions and powerful organic

expansion.

Fiscal Year

Net

Revenue

YoY

Growth

Key

Milestone

2018

$13.8M

—

Company founding year; voice & SMS services to telecom operators

2019

$18.0M

+31%

Early growth phase; international telecom operator network expansion

2020

$44.9M

+149%

Foundation year; multi-country telecom platform established

2021

$64.7M

+44%

First major acquisition wave; 44% growth; 59% gross profit increase

2022

$93.2M

+44%

Continued M&A; second consecutive year of ~44% growth

2023

$144.5M

+55%

55% organic growth — zero acquisitions; positive operating income

2024

$283.2M

+96%

Record Q4 of $98.8M; nearly doubled revenue; $79M asset base

2025

$317M

+20%

NASDAQ uplisting (May 14); GlobeTopper fintech acquisition; first-ever dividend

2026E

$430M*

—

Organic forecast: $430M; ULTRANET acquisition (planned Q3 close) adds ~$130M → $560M run rate year-end, on track toward $1B revenue goal

2027T

$1B

—

Management target: $1 Billion revenue company

* 2025 reflects the annualized run rate achieved

as of year-end, 5 months ahead of plan. 2026E organic forecast of $430M; with the planned Q3 closing of the ULTRANET acquisition (~$130M

in added annual revenue), IQSTEL is projected to exit 2026 at a $560M revenue run rate, advancing toward the management target of $1 Billion.

Target figures are forward-looking estimates.

Key highlights from this growth journey include:

•

44% revenue growth in both 2021 and 2022, driven by a disciplined M&A integration strategy across

multiple international telecom operators.

•

55% organic revenue growth in 2023 — with zero acquisitions — demonstrating the power

of the IQSTEL commercial platform to drive cross-selling and revenue expansion across its installed base.

•

96% revenue growth in 2024 (from $144.5M to $283.2M), including a record Q4 of $98.8M, nearly doubling

the Company’s revenue in a single year.

•

NASDAQ uplisting on May 14, 2025 via direct listing, achieved with no capital raise and no shareholder dilution.

•

First-ever shareholder dividend announced in December

2025, a testament to the Company’s commitment to increasing shareholder value.

•

$400 million annualized revenue run rate achieved by year-end 2025, five months ahead of internal plan.

IQSTEL has now completed 12 acquisitions since 2018

and has a demonstrated track record of integrating acquired businesses, extracting synergies, and accelerating organic growth post-acquisition.

Each acquisition has strengthened the balance sheet through the addition of assets and an increase in shareholders’ equity.

The ULTRANET transaction is the next chapter in

this story.

The ULTRANET Transaction: Financial Impact

at a Glance

ULTRANET Telecom Group is a profitable, audited

telecommunications operator with significant scale across Africa. Based on ULTRANET’s FY 2025 audited financial statements, this

transaction is expected to deliver the following contributions to IQSTEL on a consolidated basis:

$130 Million

Added Annual Revenue

$13 Million

Added Shareholders’ Equity

$4.5 Million

Added Annual Net Income

~4x Increase

Net Income Growth (vs. prior)

$21 Million

Added Total Assets

6 African Markets

Additional Countries

The financial significance of these contributions

cannot be overstated:

•

$130 million in revenue — added in a single transaction — represents approximately 30%

of IQSTEL’s current revenue base and pushes the Company above a $500 million annualized revenue run rate.

•

The $4.5 million in net income contribution is expected to increase IQSTEL’s net income from

operations by approximately four times, representing the single largest profitability leap in the Company’s history.

•

The $13 million in additional shareholders’ equity further strengthens IQSTEL’s balance

sheet and supports the Company’s long-term objective of building per-share intrinsic value.

•

ULTRANET’s contribution positions IQSTEL approximately halfway toward its mid-term objective

of achieving a $15 million EBITDA run rate — with a combined estimated Adjusted EBITDA of approximately $9 million from operating

subsidiaries.

Strategic Value: Beyond the Balance Sheet

While the financial contribution alone makes this

a compelling transaction, the strategic value may be even greater.

Geographic Expansion into Africa’s High-Growth

Markets

ULTRANET brings operational infrastructure and established

commercial relationships across six African countries, expanding IQSTEL’s presence to approximately 30 countries worldwide. Africa

is among the fastest-growing telecommunications markets on earth — and remains significantly underserved with respect to the higher-margin

digital services that IQSTEL is building.

Accelerating Digital Services Distribution

IQSTEL’s existing commercial platform already

reaches over 600 of the world’s largest telecom operators, creating access to approximately 2.3 billion end users globally. ULTRANET’s

African presence and customer relationships provide a ready-made regional channel through which IQSTEL can immediately begin distributing

its high-margin Digital Services portfolio, including:

•

Fintech payment and mobile money solutions

•

Cybersecurity services for enterprises and operators

•

Proprietary Artificial Intelligence applications

•

Digital Health and Digital Content offerings

If IQSTEL is able to reach just 1% of the 2.3 billion

end users accessible through its operator network, that represents a potential addressable market of approximately 23 million Digital

Services users — at margins that significantly exceed traditional telecommunications connectivity.

Cross-Selling and Revenue Synergies

ULTRANET’s regional telecom relationships,

combined with IQSTEL’s global operator network, create meaningful cross-selling opportunities in both directions. IQSTEL can introduce

ULTRANET’s products to its existing global customer base while simultaneously deploying IQSTEL’s full service portfolio into

ULTRANET’s markets. Management believes these synergies will generate revenue growth far in excess of what either company could

achieve independently.

Expansion into the Middle East and Asia

IQSTEL intends to leverage the combined platform

to extend ULTRANET’s reach beyond Africa into the Middle East and Asia — two of the highest-growth telecommunications regions

in the world — creating a scalable international growth engine for the years ahead.

Managing the Transaction: Prudent Capital

Allocation

IQSTEL is committed to executing the ULTRANET transaction

in a manner that preserves shareholder value and minimizes equity dilution. Management is actively engaged in discussions with several

commercial banks, institutional lenders, and financing organizations to structure long-term debt financing for the Company’s transaction-related

payment obligations.

•

Approximately $7 million in transaction payments are scheduled during the first year, structured across

several installments.

•

The Company is evaluating multiple long-term debt proposals designed to fund these obligations without

equity issuance, preserving shareholder dilution discipline and maintaining liquidity for continued growth.

•

With annual revenue approaching $400 million — generating well in excess of $1 million in revenue

per business day — IQSTEL’s scale provides access to banking and institutional financing instruments unavailable to smaller-revenue

companies.

•

The 1,000,000-share repurchase program authorized by the Board reflects management’s belief

that the current market price of IQST shares does not reflect the Company’s intrinsic business value — and represents a tangible

commitment to closing that gap.

Management believes the strengthened financial profile

of the combined organization — including increased revenue, profitability, assets, and shareholders’ equity — positions

IQSTEL favorably to obtain attractive financing terms.

Independent Validation

Following the ULTRANET announcement, Litchfield

Hills Research published an updated research report reaffirming its $18.00 per share price target for IQSTEL. Management believes this

independent analysis reflects recognition of the significant disconnect between IQSTEL’s current market valuation and the intrinsic

value of the business we are building.

The full research report is available

at: https://landingpage.iqstel.com/wp-content/uploads/2026/06/LHR-IQST-06092026.pdf

(Analyst opinions are their own and do not represent

a statement by the Company.)

The Path to $1 Billion

IQSTEL’s vision of becoming a $1 billion revenue

company by 2027 is no longer aspirational — it is a near-term operational objective backed by an established track record and a

clear execution roadmap.

Upon closing of the planned Q3 ULTRANET acquisition:

•

IQSTEL’s annualized revenue run rate exceeds $500 million.

•

The Company’s combined Adjusted EBITDA from operations is expected to reach approximately $9

million.

•

IQSTEL will operate in approximately 30 countries across Africa, Latin America, Europe, and beyond.

•

The Company’s digital services portfolio — Fintech, Cybersecurity, AI, Digital Health,

Digital Content — is accelerating into higher-margin revenue streams.

For context: many publicly traded telecommunications

and technology companies operating at comparable scale are valued at approximately 10x to 20x EBITDA. A company generating $9 million

in Adjusted EBITDA at a 10x multiple would imply a market capitalization meaningfully higher than where IQST trades today. Management

believes that as the market gains greater awareness of IQSTEL’s financial performance, growth trajectory, and profitability expansion,

the valuation disconnect will narrow materially.

The Binding MOU with ULTRANET represents the most

significant single step IQSTEL has taken toward realizing that potential.

Additional Information

Shareholders are encouraged to review the Company’s

Form 8-K filings related to the ULTRANET transaction, which provide additional detail on transaction structure, financial considerations,

contingent consideration terms, and strategic rationale:

•

8-K Cover Filing: https://landingpage.iqstel.com/wp-content/uploads/2026/06/8K-Ultranet-Cover.pdf

•

MOU Agreement: https://landingpage.iqstel.com/wp-content/uploads/2026/06/8k_Ultranet_Agreement_IQSTEL.pdf

•

ULTRANET Financials: https://landingpage.iqstel.com/wp-content/uploads/2026/06/8K_Ultranet_Financials_IQSTEL.pdf

We are deeply grateful for the confidence and support

of our shareholders throughout this journey. IQSTEL has grown from a small telecom operator into a NASDAQ-listed global technology platform

— and the best is still ahead.

The Binding MOU with ULTRANET is not just the largest

transaction in IQSTEL’s history. It is the clearest signal yet that we are executing our strategy and building something remarkable.

Sincerely,

Leandro Jose Iglesias

President & CEO, IQSTEL Inc. (NASDAQ: IQST)