---
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"
generated_at: "2026-06-06T18:17:19.456958+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# iQSTEL agrees to acquire 51% of QXTEL for $5M; also enters $3.5M convertible note financing

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001663577-24-000016
- JSON: https://secwatch.observer/filing/0001663577-24-000016.json
- Plain text: https://secwatch.observer/filing/0001663577-24-000016.txt

## Key facts
- Debt Financings
  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.
  - Instrument: convertible notes
  - Principal: up to the principal amount of US $3,888,888.89
  - Counterparty: M2B Funding Corp.
  - Rate: 18% per annum
  - Maturity: one-year
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527702/000166357724000016/0001663577-24-000016-index.htm
- Material Agreements
  iQSTEL Inc entered into Share Purchase Agreement with Yukon River Holdings, Ltd. valued at US $5,000,000 (effective 2024-01-19).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Yukon River Holdings, Ltd.
  - Value: US $5,000,000
  - Effective: 2024-01-19
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527702/000166357724000016/0001663577-24-000016-index.htm
- Material Agreements
  iQSTEL Inc entered into Securities Purchase Agreement with M2B Funding Corp. valued at US $3,500,000.00 (effective 2024-01-24).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: M2B Funding Corp.
  - Value: US $3,500,000.00
  - Effective: 2024-01-24
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527702/000166357724000016/0001663577-24-000016-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.