iQSTEL Inc. Incurs New Financial Obligation on Jan 19

TL;DR

**iQSTEL just took on a new financial obligation, watch for details on its impact.**

AI Summary

iQSTEL Inc. entered into a material definitive agreement on January 19, 2024, which created a direct financial obligation for the company. This 8-K filing, submitted on January 25, 2024, indicates a new financial commitment that could impact the company's balance sheet. For investors, this matters because new financial obligations can affect a company's liquidity, profitability, and overall financial health, potentially influencing stock valuation.

Why It Matters

This filing signals a new financial commitment for iQSTEL Inc., which could impact its financial stability and future earnings. Investors should monitor the details of this obligation as it may affect the company's valuation and risk profile.

Risk Assessment

Risk Level: medium — The filing indicates a new financial obligation without specifying its nature or amount, creating uncertainty about its potential impact on the company's financial health.

Analyst Insight

A smart investor would seek further details on the nature and size of the 'material definitive agreement' and 'direct financial obligation' to assess their potential impact on iQSTEL Inc.'s financial health and future prospects before making any investment decisions.

Key Players & Entities

• iQSTEL Inc. (company) — the registrant entering into a material definitive agreement
• January 19, 2024 (date) — date of the earliest event reported, entry into a material definitive agreement
• January 25, 2024 (date) — date the 8-K filing was filed
• Nevada (company) — state of incorporation for iQSTEL Inc.
• 300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 (company) — address of principal executive offices for iQSTEL Inc.
• (954) 951-8191 (company) — telephone number for iQSTEL Inc.

FAQ

Key Financial Figures

• $5,000,000 — able to the Seller for the shares is US $5,000,000. Upon the execution of the Purchase Agr
• $1,500,000 — hase Agreement, we agreed to deposit US $1,500,000 of the Purchase Price into the trust ac
• $2,000,000.00 — red to pay US $1,500,000 in cash and US $2,000,000.00 to the Seller, either (A) in the form o
• $2,000,000 — Seller chooses the Promissory Note, the $2,000,000 will be paid with no interests in 7 mon
• $200,000 — h no interests in 7 monthly payments of $200,000 each and an eighth payment of $600,000.
• $600,000 — $200,000 each and an eighth payment of $600,000. For the period commencing on January
• $1,000,000 — positive Net Income of greater than US $1,000,000 during the Determination Period, then w
• $750,000, b — ive Net Income equal to or greater than $750,000, but less than US $1,000,000, during the D
• $750,000 — e have positive Net Income of less than $750,000 during the Determination Period, then S
• $3,888,888.89 — rchase up to the principal amount of US $3,888,888.89 in secured convertible promissory notes
• $3,500,000.00 — ) for an aggregate purchase price of US $3,500,000.00 (the "Purchase Price"), which Notes are
• $0.11 — ock with an initial conversion price of $0.11 per share. Each noteholder shall receiv
• $2,222,222.22 — PA. The initial tranche will be for US $2,222,222.22 in face value of Notes and Kicker Share
• $222,222 — , with an original issue discount of US $222,222.22, and the second tranche will be for
• $1,666,666.67 — , and the second tranche will be for US $1,666,666.67 in face value of Notes and Kicker Share

Filing Documents

• iqst8k011924.htm (8-K) — 35KB
• ex2_1.htm (EX-2.1) — 254KB
• ex4_1.htm (EX-4.1) — 186KB
• ex10_1.htm (EX-10.1) — 239KB
• ex10_2.htm (EX-10.2) — 100KB
• ex10_3.htm (EX-10.3) — 66KB
• 0001663577-24-000016.txt ( ) — 1248KB
• iqst-20240119.xsd (EX-101.SCH) — 3KB
• iqst-20240119_lab.xml (EX-101.LAB) — 33KB
• iqst-20240119_pre.xml (EX-101.PRE) — 22KB
• iqst8k011924_htm.xml (XML) — 3KB

01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Share Purchase Agreement 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, a company incorporated in England and Wales (the "Company"). The Company is one of the most advanced & diversified telecommunications and technology services provider focused on platform services for wholesale, retail and cloud communications service providers, wholesale carrier voice, wholesale carrier messaging (A2P SMS) and carrier technology services with over 20 years in the telecom industry switching more than 5 billion voice & A2P SMS transactions over 200 interconnections worldwide. Headquartered in London (UK) with regional offices in Florida (USA), Buenos Aires (Argentina), Dubai (UAE), Belgrade (Serbia) and Istanbul (Turkey). The purchase price (the "Purchase Price") payable to the Seller for the shares is US $5,000,000. Upon the execution of the Purchase Agreement, we agreed to deposit US $1,500,000 of the Purchase Price into the trust account of a law firm acting as escrow agent (the "Escrow Agent") as a nonrefundable deposit to evidence our good faith intention to purchase the shares. If the Purchase Agreement does not close before April 30, 2024, the deposit is non-refundable. If the Purchase Agreement closes, the deposit will be credited against the Purchase Price. At closing, in addition to the US $1,500,000 with the Escrow Agent that will form part of the Purchase Price, we are required to pay US $1,500,000 in cash and US $2,000,000.00 to the Seller, either (A) in the form of a promissory note (the "Promissory Note"), or (B) by the delivery of iQSTEL shares to Seller. Seller may decide the form of payment between the Promissory

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 2.1 Purchase Agreement, dated January 19, 2024 4.1 Secured Convertible Promissory Note, dated January 1, 2024 10.1 Securities Purchase Agreement, dated January 1, 2024 10.2 Registration Rights Agreement, dated January 24, 2024 10.3 Security Agreement, dated January 24, 2024 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. iQSTEL Inc. /s/ Leandro Iglesias Leandro Iglesias Chief Executive Officer Date January 25, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR