Business Context and Reporting Period
Company: iQSTEL Inc. (Nasdaq: IQSTEL)
Filing Type: Form 8-K (Current Report)
Date of Report: September 26, 2025
Event: Entry into a Material Definitive Agreement (First Amendment to Stock-for-Stock Exchange Agreement with Cycurion, Inc.)
Key Financial Metrics
This filing reports a strategic transaction rather than periodic financial performance. No revenue, profit, cash flow, or debt metrics are disclosed in this document.
- Transaction Value: Mutual exchange of $1,000,000 worth of common stock between iQSTEL and Cycurion, Inc.
- Share Issuance (iQSTEL): 151,058 shares of iQSTEL common stock to be issued to Cycurion.
- Share Issuance (Cycurion): 3,866,976 shares of Cycurion common stock to be issued to iQSTEL.
- Dividend Obligation: Each party owes a $500,000 dividend to its shareholders, payable in stock.
Material Changes and Agreement Terms
The filing details amendments to the Original Agreement dated September 2, 2025, regarding a strategic alliance for AI-driven cybersecurity solutions.
- Dividend Payment Flexibility: Parties may satisfy the $500,000 dividend obligation by distributing either:
- Up to 50% of the shares received from the counterparty (e.g., up to 75,529 iQSTEL shares for Cycurion; up to 1,933,488 Cycurion shares for iQSTEL).
- An equivalent value of their own authorized common stock.
- Extended Timeline: The Closing period for share issuance is extended from 30 business days to 60 business days following the Effective Date (September 2, 2025).
- Regulatory Deadlines: A firm deadline of December 15, 2025, is set for completing all regulatory filings (SEC, FINRA, Nasdaq) to facilitate dividend distribution by December 31, 2025.
Guidance, Outlook, and Risks
Management Commentary: The transaction reinforces a strategic alliance focused on AI-driven cybersecurity solutions for the global telecommunications industry.
Risks and Contingencies:
- Regulatory Compliance: Share distributions must comply with federal and state securities laws and Nasdaq listing rules.
- Timeline Risk: Completion of the transaction is contingent upon meeting the December 15, 2025, regulatory filing deadline.
Unusual Items: The filing does not disclose unusual items outside the scope of the amended stock exchange agreement.
Investor Verification Checklist
- Verify the valuation methodology used to determine the $1,000,000 aggregate value for the share exchange (refer to Section 1.3 of the Original Agreement).
- Confirm the status of regulatory filings required by the December 15, 2025, deadline.
- Review the full text of the First Amendment (Exhibit 10.1) and the Original Agreement for complete legal terms.
- Assess the impact of the potential share dilution from issuing 151,058 new iQSTEL shares.