Business Context and Reporting Period
Company: iQSTEL Inc. (Nasdaq: IQSTEL)
Filing Type: Form 8-K (Current Report)
Date of Report: February 3, 2026
Principal Office: Coral Gables, FL
This filing reports a material modification to the rights of security holders regarding the Company's Series D 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.
Material Changes
- Amendment to Series D Preferred Stock: The Company filed a Third Amended and Restated Certificate of Designation with the Nevada Secretary of State.
- True-Up Ratio Cap Increase: The cap on the True-Up Ratio in the conversion True-Up Adjustment mechanism was increased from 2.5 to 5.
- Retroactive Application: With the consent of Series D holders, the new cap applies retroactively to prior conversions.
- Share Issuance: The Company is authorized to recalculate the True-Up Ratio under the new cap and issue any additional shares of common stock owed as "Additional Shares."
- Authorized Shares: The number of authorized Series D Preferred Stock shares remains at 100,000.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, or specific risk factors beyond the structural change to the preferred stock terms. The primary implication is a potential increase in common stock dilution due to the retroactive recalculation of conversion shares.
Investor Verification Checklist
- Verify the total number of "Additional Shares" of common stock to be issued as a result of the retroactive True-Up Ratio recalculation.
- Review the full text of the Third Amended and Restated Certificate of Designation (Exhibit 3.1) for any other nuanced terms.
- Assess the impact of the increased conversion cap on existing common shareholders' dilution.
- Confirm the consent status of all Series D Preferred Stock holders regarding the retroactive application.