iQSTEL Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, iQSTEL Inc. (the “Company”) previously issued two secured convertible promissory notes (the “Notes”) for an aggregate purchase price of $3,500,000, which Notes are convertible into shares of the Company’s common stock.
On June 2, 2025, the noteholder issued to the Company a Notice of Conversion to convert principal and interest under the Notes into 179,993 shares of common stock at a conversion rate of $4.20 per share, after giving effect to the 1-for-80 reverse stock split effected on May 2, 2025. On the same date, the Company issued the shares of common stock.
The shares of common stock of the Company delivered in connection with this conversion has been issued in reliance on the exemption from registration provided by Section 3(a)(9)of the Securities Act of 1933, as amended.
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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 3, 2025
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