{"schema_version":"secwatch.filing_event.v1","accession":"0001663577-24-000016","form_type":"8-K","ticker":"IQST","cik":"0001527702","company_name":"iQSTEL Inc","filed_at":"2024-01-25T23:59:59+00:00","discovered_at":"2026-05-14T18:03:24.500423+00:00","generated_at":"2026-06-06T18:17:19.456958+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"iQSTEL agrees to acquire 51% of QXTEL for $5M; also enters $3.5M convertible note financing","bullets":["To acquire 51% of QXTEL, a UK telecom with 5B+ voice/A2P SMS transactions, for $5M: $1.5M non-refundable deposit, $1.5M cash, $2M in note or stock at seller's option.","Seller may earn additional up to $1M earn-out if iQSTEL 2024 net income exceeds $1M; closing must occur by April 30, 2024, subject to $1.5M financing condition.","Secured $3.5M gross ($3.89M face) convertible note with M2B Funding, convertible at $0.11/share; 18% interest, one-year term, secured by all assets, with variable-rate restrictions.","iQSTEL must reserve sufficient shares for conversion; note also carries 'Kicker Shares' equal to 10% of principal divided by $0.11."],"urls":{"canonical":"https://secwatch.observer/filing/0001663577-24-000016","json":"https://secwatch.observer/filing/0001663577-24-000016.json","markdown":"https://secwatch.observer/filing/0001663577-24-000016.md","text":"https://secwatch.observer/filing/0001663577-24-000016.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1527702/000166357724000016/0001663577-24-000016-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1527702/000166357724000016/iqst8k011924.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T18:17:19.456958+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7d55727d50c281125ab65f8d7b4be1d73da8df6d","claim":"iQSTEL Inc incurred convertible notes of up to the principal amount of US $3,888,888.89 with M2B Funding Corp. at 18% per annum maturing one-year.","evidence_excerpt":"On January 24, 2024, we entered into a securities purchase agreement (the “SPA”) with M2B Funding Corp., a Florida corporation, for it to purchase up to the principal amount of US $3,888,888.89 in secured convertible promissory notes (the “Notes”) for an aggregate purchase price of US $3,500,000.00 (the “Purchase Price”), which Notes are convertible into shares (“Conversion Shares”) of our common stock with an initial conversion price of $0.11 per share.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527702/000166357724000016/0001663577-24-000016-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"up to the principal amount of US $3,888,888.89"},{"label":"Counterparty","value":"M2B Funding Corp."},{"label":"Rate","value":"18% per annum"},{"label":"Maturity","value":"one-year"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"511ab73c611aa43714ce9f6648bbbc62a143d98a","claim":"iQSTEL Inc entered into Share Purchase Agreement with Yukon River Holdings, Ltd. valued at US $5,000,000 (effective 2024-01-19).","evidence_excerpt":"On January 19, 2024, we entered into a Share Purchase Agreement (“Purchase Agreement”) with Yukon River Holdings, Ltd. (“Yukon River”), a corporation formed under the laws of the British Virgin Islands (“Seller”) concerning the contemplated sale by Seller and the purchase by us of 51% of the ordinary shares Seller holds in QXTEL LIMITED","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527702/000166357724000016/0001663577-24-000016-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Yukon River Holdings, Ltd."},{"label":"Value","value":"US $5,000,000"},{"label":"Effective","value":"2024-01-19"}],"fact_type":"material_agreement"},{"claim_id":"7f065589e508b5ccca313eb811851244de791e21","claim":"iQSTEL Inc entered into Securities Purchase Agreement with M2B Funding Corp. valued at US $3,500,000.00 (effective 2024-01-24).","evidence_excerpt":"On January 24, 2024, we entered into a securities purchase agreement (the “SPA”) with M2B Funding Corp., a Florida corporation, for it to purchase up to the principal amount of US $3,888,888.89 in secured convertible promissory notes (the “Notes”) for an aggregate purchase price of US $3,500,000.00","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527702/000166357724000016/0001663577-24-000016-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"M2B Funding Corp."},{"label":"Value","value":"US $3,500,000.00"},{"label":"Effective","value":"2024-01-24"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}