Business Context and Reporting Period
Company: iQSTEL Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 17, 2026
Principal Executive Offices: Coral Gables, FL
Trading Symbol: IQST (Nasdaq Capital Market)
This filing reports a material modification to the rights of security holders regarding the Company's Series B Preferred Stock.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and capital structure amendments rather than operational financial performance.
Material Changes
The Board of Directors approved an Amended and Restated Certificate of Designation for the Series B Preferred Stock. Key changes include:
- Conversion Timing: Holders may now convert shares into common stock at any time upon five (5) days' written notice. Previously, conversion was restricted to the end of a 12-month term following issuance.
- Notice Period: The required written notice period for conversion was reduced from sixty (60) days to five (5) days.
- Dividend Treatment: Upon conversion, the Company must pay the converting holder proportional accrued and unpaid dividends earned up to, but not including, the actual conversion date.
The amendment was approved by the written consent of holders of a majority of the outstanding Series B Preferred Stock and filed with the Nevada Secretary of State on June 17, 2026.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, or contingencies beyond the structural changes to the preferred stock. No unusual items or forward-looking financial statements are included in this report.
Investor Verification Checklist
- Verify the full text of the Amended and Restated Certificate of Designation (Exhibit 3.1) for complete legal terms.
- Confirm the current number of outstanding Series B Preferred Stock shares to assess the potential dilution impact of the new conversion rights.
- Review the Company's current cash position to evaluate its ability to pay accrued dividends upon immediate conversion.
- Check for any subsequent filings regarding the actual exercise of these new conversion rights.