iQSTEL Inc. Signs Material Definitive Agreement

TL;DR

iQSTEL signed a big deal on 6/27, filing shows.

AI Summary

On June 27, 2024, iQSTEL Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company, incorporated in Nevada with its principal executive offices in Coral Gables, Florida, previously operated under the name PURESNAX INTERNATIONAL, INC. This filing also includes financial statements and exhibits.

Why It Matters

This filing indicates a significant new agreement for iQSTEL Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• iQSTEL Inc. (company) — Registrant
• PURESNAX INTERNATIONAL, INC. (company) — Former company name
• June 27, 2024 (date) — Date of earliest event reported
• 300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 (address) — Principal executive office address

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 — the Purchase Agreement, we deposited US $1,500,000 into escrow that released at closing, w
• $2,000,000.00 — a promissory note for the balance of US $2,000,000.00 to the Seller. On June 27, 2024, we en
• $200,000 — ote to the Seller. We have paid down US $200,000 of the note, so the amended and restate
• $1,800,000 — as issued in the principal amount of US $1,800,000. The amended and restated promissory n
• $1,400,000 — the months of May through November (US $1,400,000) with a balloon payment of US $600,000,
• $600,000 — 1,400,000) with a balloon payment of US $600,000, to monthly installments of US $75,000
• $75,000 — $600,000, to monthly installments of US $75,000 plus interest during 2024, and US $212,
• $212,500 — 5,000 plus interest during 2024, and US $212,500 plus interest during the first 6 months
• $721,034.50 — The Earnout Payment was redefined at US $721,034.50 net income, to be achieved in Q2, Q3 an
• $1,000,000 — hieved in Q2, Q3 and Q4 of 2024. The US $1,000,000 payment that IQSTEL has to pay upon ach

Filing Documents

• iqst8k062724.htm (8-K) — 24KB
• ex2_1.htm (EX-2.1) — 136KB
• 0001663577-24-000163.txt ( ) — 353KB
• iqst-20240131.xsd (EX-101.SCH) — 3KB
• iqst-20240131_lab.xml (EX-101.LAB) — 33KB
• iqst-20240131_pre.xml (EX-101.PRE) — 22KB
• iqst8k062724_htm.xml (XML) — 3KB

01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT As previously reported, 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 Purchase Agreement was first amended on April 1, 2024. 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 deposited US $1,500,000 into escrow that released at closing, which has been credited against the Purchase Price. In addition to the US $1,500,000 escrow deposit that we paid as part of the Purchase Price, we paid another US $1,500,000 in cash at closing, and we issued a promissory note for the balance of US $2,000,000.00 to the Seller. On June 27, 2024, we entered into a second amendment to the Purchase Agreement (the "Amendment") that required us to issue an amended and restated promissory note to the Seller. We have paid down US $200,000 of the note, so the amended and restated promissory note was issued in the principal amount of US $1,800,000. The amended and restated promissory note also changed the payment structure, from installment payments of US $200,000 for each of the months of May through November (US $1,400,000) with a balloon payment of US $600,000, to monthly installments of US $75,000 plus interest during 2024, and US $212,500 plus interest during the first 6 months of 2025. We also revised the Earnout Payment due to the Seller. The Earnout Payment was redefined at US $721,034.50 net income, to be achieved in Q2, Q3 and Q4 of 2024. The US $1,000,000 payment that IQSTEL has to pay upon achievement of the Earnout Payment will be paid during the first half of 2025, in month

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 2.1 Second Amendment to Share Purchase Agreement, dated June 27, 2024 2

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 July 2, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR