Form 8-K

8-K — iQSTEL Inc

Accession: 0001663577-26-000185

Filed: 2026-06-08

Period: 2026-06-05

CIK: 0001527702

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — iqst8k060826.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JUNE 8, 2026 (ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: iqst8k060826.htm · Sequence: 1

iQSTEL Inc. - Form 8-K - June 5, 2026

false

0001527702

2026-06-05

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 5,

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 5, 2026, the Board of Directors (the “Board”) of iQSTEL Inc. (the “Company”) authorized and approved a

share repurchase program for up to 1,000,000 shares of the currently outstanding shares of the Company’s common stock, funded in

whole or in part by cash dividends received from the Company’s subsidiary QXTEL. The repurchase program has no expiration date and

will continue until the maximum number of shares authorized have been repurchased or until the program is suspended, modified, or terminated

by the Board. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated

transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange

Act.

The Board also authorized the Company to enter into

written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows

the Company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout

periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company’s third-party broker, subject to Securities

and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the

Company’s common stock in accordance with the terms of the plan. The Company may from time to time enter into Rule 10b5-1 trading

plans to facilitate the repurchase of its common stock pursuant to its share repurchase program.

The Company cannot predict when or if it will repurchase

any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any

Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding

share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange

Commission as required by the applicable rules of the Exchange Act.

This report contains forward-looking information,

as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant

to any Rule 10b5-1 trading plans. By their nature, forward-looking information and statements are subject to risks, uncertainties, and

contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting

either or both of prices and trading of exchange-traded securities; and unexpected or otherwise unplanned or alternative requirements

with respect to the capital investments of the Company. The Company does not undertake to update any forward-looking statements or information,

including those contained in this report.

On June 8, 2026, the Company issued a press release

concerning the repurchase program. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated June 8, 2026 (furnished herewith).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 8, 2026

EX-99.1 — PRESS RELEASE DATED JUNE 8, 2026

EX-99.1

Filename: ex99_1.htm · Sequence: 2

IQST - IQSTEL Launches Share Repurchase Program, Signaling

Strong Confidence in the Company’s Intrinsic Value and Long-Term Growth Strategy

Board Authorizes Repurchase of Up to 1,000,000 Shares as

Management and Directors Take Action to Capitalize on What They Believe Is a Significant Disconnect Between Market Valuation and Business

Fundamentals

NEW YORK, NY – June 8, 2026 – IQSTEL Inc. (NASDAQ:

IQST), a rapidly growing multinational technology company serving the Telecom, Fintech, AI, Cybersecurity, and Digital Services

sectors, today announced that its Board of Directors has authorized a share repurchase program of up to 1,000,000 shares of the Company’s

common stock.

The program will be funded, in whole or in part, by cash dividends

received from QXTEL, one of IQSTEL’s operating subsidiaries. The authorization reflects the Board’s confidence in the

Company’s financial strength, long-term growth prospects, and belief that the current market valuation does not adequately reflect

the value of the business platform the Company has built.

Over the last several years, IQSTEL has transformed itself into

a diversified technology group with operations spanning multiple high-growth sectors. The Company has consistently expanded revenue, strengthened

its balance sheet, completed strategic acquisitions, achieved a NASDAQ listing, and established a commercial platform that already reaches

more than 600 telecom operators worldwide, providing access to approximately 2.3 billion end users.

Despite these achievements, management believes the Company’s

current valuation fails to reflect its operational scale, asset base, balance sheet strength, growth trajectory, and future earnings potential.

“As I have stated previously, we believe the recent decline

in IQSTEL’s share price is disconnected from the underlying value of our business,” said Leandro Iglesias, CEO of IQSTEL.

“Today, IQSTEL is stronger than ever. We have built a business generating hundreds of millions of dollars in annual revenue,

possess tens of millions of dollars in assets, maintain a solid stockholders’ equity position, and have no outstanding convertible

notes or warrants.

Given these fundamentals, our Board believes that repurchasing

shares at current market prices represents an attractive opportunity to create value for our shareholders. This authorization reflects

our confidence in the long-term future of IQSTEL and our conviction that the current market valuation does not adequately reflect the

true value of the Company, its assets, its operating platform, and its growth prospects.

We also recently announced the signing of a Binding

MOU to acquire a 51% interest in Ultranet Telecom Group, a transaction that, based on Ultranet’s audited financial statements, is

expected to increase IQSTEL’s net income from operations by approximately 4X while further strengthening our global business

platform.

We believe this transaction has the potential

to significantly increase the intrinsic value of IQSTEL. As the Company enters a new phase focused on EBITDA expansion and profitability

growth, this acquisition represents a major step forward. Based on Ultranet’s FY 2025 audited financial statements, the transaction

is expected to contribute approximately $4.5 million in annual net income, significantly enhancing IQSTEL’s earnings profile,

strengthening our financial position, and further increasing the intrinsic value of the Company.

The share repurchase authorization is part of a broader corporate

strategy designed to address what we believe is a significant disconnect between the market capitalization of the Company and the underlying

value of its business. Through continued execution, strategic acquisitions, balance sheet strengthening, and disciplined capital allocation

initiatives such as this repurchase program, we remain focused on unlocking shareholder value and ensuring that the market ultimately

recognizes the true scale and potential of IQSTEL.”

The Company remains committed to evaluating all available opportunities

to maximize shareholder returns and unlock value for investors.

The complete terms and details of the share repurchase program

will be disclosed in a Current Report on Form 8-K that the Company expects to file with the U.S. Securities and Exchange Commission

(SEC).

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

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 05, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 05, 2026

Entity File Number

000-55984

Entity Registrant Name

iQSTEL Inc.

Entity Central Index Key

0001527702

Entity Tax Identification Number

45-2808620

Entity Incorporation, State or Country Code

Entity Address, Address Line One

300 Aragon Avenue

Entity Address, Address Line Two

Suite 375

Entity Address, City or Town

Coral Gables

Entity Address, State or Province

Entity Address, Postal Zip Code

33134

City Area Code

(954)

Local Phone Number

951-8191

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

IQST

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ 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