Business Context and Reporting Period
Company: iQSTEL Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 08, 2020
Event: Entry into a Material Definitive Agreement (Common Stock Purchase Agreement).
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a new financing arrangement.
- Investment Amount: Up to $1,042,157.
- Purchase Price Formula: 80% of the lowest trading price of Common Stock during the 7 business days prior to closing.
- Commitment Period: June 08, 2020, through December 31, 2020, or until the Investment Amount is fully purchased.
Material Changes
The material change reported is the execution of a Common Stock Purchase Agreement with Triton Funds, LP. This agreement grants iQSTEL Inc. the right to require the investor to purchase shares up to the specified Investment Amount, subject to specific conditions.
Guidance, Risks, and Conditions
Conditions Precedent: The investor's obligation to purchase shares is contingent upon:
- The Company filing a registration statement with the SEC for the shares.
- The purchase not causing the Investor to own more than 9.99% of the Company's outstanding common stock.
Outlook: The filing does not provide forward-looking guidance on operations or earnings, other than the potential capital raise through the commitment period.
Investor Verification Checklist
- Verify the filing status of the registration statement required for the share issuance.
- Confirm the current trading price of iQSTEL Inc. common stock to estimate the actual share count issuable under the 80% discount formula.
- Review the full text of the Purchase Agreement (Exhibit 10.1) for additional covenants or termination rights.
- Monitor subsequent filings to determine if and when the Investor exercises the purchase obligation.