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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 19,
2025
iQSTEL Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
000-55984 |
45-2808620 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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300 Aragon Avenue, Suite 375
Coral Gables, FL 33134 |
33134 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (954) 951-8191
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________________________________________________
(Former name or former address, if changed since last
report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
SECTION 8 – OTHER EVENTS
Item 8.01 – Other Events
On March 19, 2025, iQSTEL Inc. (the “Company”) signed a non-binding memorandum of understanding (“MOU”) with
Craig Span (the “Seller”) to set forth the preliminary terms and mutual understanding between the parties regarding the Company’s
potential purchase a 51% equity interest in GlobeTopper, LLC, a Delaware limited liability company (the “GlobeTopper”) held
by the Seller, subject to the negotiation and execution of a definitive Purchase Agreement. The parties have agreed to execute the Purchase
Agreement no later than July 1, 2025, or sooner.
Under the MOU, in exchange for the 51% interest in the GlobeTopper, the Company proposes paying $700,000 to the Seller with $200,000
in cash over a period set forth in a schedule extending to September 1, 2025, and $500,000 in common stock of the Company with a share
price calculated at a 20% discount to the Volume Weighted Average Price (VWAP) over the five days preceding execution of a definitive
Purchase Agreement.
Further under the MOU, the Company will pay performance bonuses in 2025 and 2026 based on EBITDA growth of GlobeTopper in shares of
common stock of the Company using the same discounted VWAP formula above.
To support GlobeTopper’s growth, the MOU provides that the Company will provide up to $1,200,000 in structured financing across
24 months after execution, disbursed in monthly installments of $50,000, contingent upon meeting quarterly financial targets.
To ensure stability and operational continuity, the Seller will continue to serve as CEO to GlobeTopper, and 2 of the 3 board members
will be selected by the Company.
The foregoing description is qualified in its entirety by reference to the MOU, a copy of which is furnished herewith as Exhibit 99.1
hereto and is incorporated herein by reference.
On March 21, 2025, we issued a press release announcing the MOU. A copy of the press release is furnished herewith as Exhibit 99.2
hereto and is incorporated herein by reference.
SECTION 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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 March 21, 2025
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered
into as of March 19, 2025, by and between:
- iQSTEL Inc. ("iQSTEL"), a Nevada corporation.
- Craig
Span (“Seller”). the sole owner of Globetopper, LLC (www.globetopper.com), a Delaware limited liability company (“GT”)
as of the close of the transactions contemplated herein.
- Accredited Solutions, Inc. (“ASII”), a corporation
registered in the State of California.
Collectively, iQSTEL, ASII, and Seller shall be referred
to as the “Parties”.
1. Purpose
The purpose of this MOU is to establish the preliminary
terms and mutual understanding to the negotiation and execution of a definitive Purchase Agreement.
- The remaining 49% ownership will be retained by the Seller.
- The Parties agree to execute the Purchase Agreement no later than July 1,
2025, or sooner.
It is intended that the definitive transaction documents
shall include:
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• |
A unit purchase agreement between Seller and iQSTEL (the “Purchase Agreement”)
containing a commitment to the capital infusion described in section 5 below |
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• |
An operating agreement among the post-closing members of GT (i.e. Seller and iQSTEL) containing
customary minority protections and other standard terms;
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• |
Unit pledge agreement and/or promissory notes to secure the post-Closing payment obligations of iQSTEL
hereunder; and |
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• |
An employment agreement between GT/iQSTEL and Seller memorializing mutually agreed- -Closing employment
(including the incentive bonuses set forth in Section 6.3 below).
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2. About GlobeTopper (GT)
GT is a pioneering fintech company specializing in enhanced
Top-Up Services (B2B), enabling seamless financial transactions across multiple markets. Its technology-driven -margin fintech services.
3. About iQSTEL
iQSTEL Inc. (OTCQX: IQST) is a publicly traded multinational
telecommunications and technology company providing innovative solutions in telecom, fintech, cybersecurity, and AI-driven services.
iQSTEL operates across 17 time zones, offering high-margin technology solutions to a growing global market.
4. GT Preliminary Financials FY 2024
• Revenue: $39.4 million
• EBITDA: $190,000
5. GT Business Plan & Growth Strategy
The Parties acknowledge that GT requires a capital infusion
for the of up to $1.2 million to scale operations and expand into new markets in a 24-month business plan. The specific use of funds
and growth strategy will be further detailed in the definitive Purchase Agreement. The summary of the business plan is as follow:
6. iQSTEL’s Investment Proposal
6.1 Equity Acquisition
iQSTEL proposes to acquire 51% equity interest in GT for
a total consideration of $700,000.
6.2 Payment Structure
• $200,000 in cash, distributed as follows:
- $100,000 on July 1, 2025 or at execution date.
- $50,000 on August 1, 2025.
- $50,000 on September 1, 2025.
• $500,000 in iQSTEL common shares, subject to a
six-month holding period.
• Share price calculated at a a 20% discount to the
Volume Weighted Average Price (VWAP) over the five days preceding execution of a definitive Purchase Agreement.
6.3 GT CEO Performance Incentives
• 2025 Performance Bonus: 50%
of EBITDA growth compared to 2024, payable in iQSTEL shares using the same 20% VWAP discount methodology.
• 2026 Performance Bonus: 50%
of EBITDA growth compared to 2025, payable in iQSTEL shares using the same 20% VWAP discount methodology.
6.4 Strategic Growth Support: $1,200,000
Lending Facility
To support GT’s growth, iQSTEL will provide up
to $1,200,000 in structured financing across 24 months after execution, disbursed in monthly installments of $50,000, contingent
upon meeting quarterly financial targets.
6.5 Leadership Continuity
• Craig Span will continue as CEO,
ensuring stability and operational continuity.
• iQSTEL will provide stategic and
operational support to accelerate GT’s growth and will integrate GT’s services into iQSTEL’s portfolio, making them
available to iQSTEL’s existing customer base.
6.6 Corporate Governance & Board Structure
• GT’s
Board of Directors will consist of three members:
- 2 members nominated by iQSTEL.
- 1 member nominated by Seller.
6.7 ASII Approval & Transaction Context
• ASII
formally approves and supports this transaction and agrees to be a Party to this MOU. ASII further agrees to execute any documentation
reasonably requested by Seller in order to memorialize Seller’s 100% ownership interest in GT and confirm the termination of any
existing agreement between GT, Seller and ASII.
• In
turn, Seller and GT (as applicable) agree to terminate any existing purchase agreements between Seller, GT ownership or assets and to
release ASII from any existing obligations thereunder.
Seller, GT
and ASII shall work together in good faith to memorialize such matters in a manner satisfactory to the relevant parties.
The parties
acknowledge that ASII has engaged a registered broker-dealer to explore value-enhancing opportunities, including mergers with SPACs,
to facilitate its listing on a national exchange. Additionally, ASII may have already entered non-binding negotiations with potential
merger or acquisition candidates. Accordingly, if ASII enters into a binding Business Combination Agreement (BCA) with a SPAC within
60 days of this agreement’s execution to become publicly traded on a national exchange, ASII shall have the option to reclaim its
current ownership position, with respect to IQSTEL.
7. Representation
Subject to
Section 6.7 above, the Parties represent that they have the full legal authority to enter into this MOU and intend to negotiate and execute
the Purchase Agreement in good faith. This MOU does not create any legally binding obligations except as specified under the confidentiality
section (Section 10) and Section 8 with regards to public disclosures regarding this MOU.
8. Communications and Public Disclosure
All communications,
disclosures, and announcements regarding this transaction must be approved by all Parties. Being publicly traded companies, iQSTEL and
ASII may be required to file an 8-K SEC filing and announce this MOU in a Press Release.
9. Due Diligence Contingency
This acquisition
is contingent upon iQSTEL successfully completing its due diligence on GT. If iQSTEL, in its sole discretion, determines that the due
diligence findings are not satisfactory, it reserves the right to withdraw from the transaction without penalty.
10. Confidentiality and Non-Binding Nature
This MOU is confidential and non-binding, intended to
serve as the basis for further negotiations. The terms herein are subject to due diligence and the execution of a definitive Purchase
Agreement.
11. Signatures
IQSTEL Inc. /s/ Leandro Iglesias
Name: Leandro Iglesias (President
& CEO)
Date: March 19, 2025
/s/ Eduardo Brito
Accredited Solutions, Inc. (ASII)
Name: Eduardo Brito (CEO)
Date: March 19, 2025
/s/ Craig Span
Craig Span
Date: March 19, 2025
IQST - IQSTEL Sets Stage for Explosive Growth: Signs MOU to
Acquire Majority Stake in Fintech Leader GlobeTopper, Driving Fintech Expansion and Strengthening Revenue Outlook
New York, NY — March 21, 2025 — IQSTEL Inc. (OTCQX:
IQST), the fast-growing multinational provider of Telecom, Fintech, Cybersecurity, and AI-driven services, is excited to announce the
signing of a Memorandum of Understanding (MOU) to acquire a 51% equity interest in GlobeTopper, LLC (GT), a cutting-edge fintech
company revolutionizing B2B Top-Up solutions.
This strategic acquisition marks another key milestone in IQSTEL’s
aggressive growth trajectory, reinforcing its Fintech division while setting the stage for long-term, high-margin revenue growth.
A Brilliant Future Ahead: Accelerating Toward $1 Billion Milestone
Following its record-breaking $283 million revenue in FY-2024,
iQSTEL has confidently forecasted $340 million in revenue for 2025, primarily driven by its robust Telecom Division. The acquisition
of GlobeTopper is set to be a catalyst for exponential growth in the Fintech division, significantly boosting both revenue and EBITDA,
and propelling iQSTEL closer to its ambitious goal of $1 billion in revenue by 2027.
GlobeTopper is already a profitable business, with preliminary FY-2024
financials showing $39.4 million in revenue and $190,000 in EBITDA. Under the MOU, iQSTEL will secure a 51% majority stake in GT, with
an additional $1.2 million capital infusion planned over 24 months to fuel expansion.
Strategic Growth Plan for GT:
• FY-2025: $60 million revenue, $450,000 EBITDA
• FY-2026: $85 million revenue, $620,000 EBITDA
IQSTEL will partner closely with GT’s leadership, developing
a targeted business plan aimed at scaling operations, penetrating new markets, and driving profitability. GT’s proven, scalable
platform combined with IQSTEL’s financial strength and operational expertise sets a solid foundation for rapid and sustained growth.
Leveraging the Power of Cross-Selling: Fintech Meets Telecom
One of the greatest synergies of this acquisition lies in IQSTEL’s
unique ability to integrate GT’s fintech services across its extensive global telecom customer base, spanning 21 countries and
4 continents. This allows IQSTEL to unlock new, high-margin revenue streams while delivering enhanced value to existing clients.
Additionally, GT maintains valuable commercial relationships with
some of the largest companies in the retail arena. IQSTEL plans to leverage these relationships as a strategic entry point to offer its
broader suite of services to leading retail corporations, creating further cross-selling opportunities and enhancing the company’s
market reach.
This acquisition aligns perfectly with IQSTEL’s strategy of
maximizing the potential of its telecom business platform, cross-selling complementary services, and continuously expanding its technology
portfolio.
Strong Leadership & Continuity
Craig Span, Founder and CEO of GT, will continue to lead the company
post-acquisition, ensuring stability and driving GT’s aggressive growth objectives hand-in-hand with iQSTEL’s strategic vision.
IQSTEL´s CEO Insight:
“This is a pivotal moment for IQSTEL,” said Leandro
Iglesias, President and CEO of IQSTEL. “GlobeTopper’s fintech innovation and profitability, combined with our global reach
and trusted telecom relationships, creates a powerful recipe for accelerated growth. We have a clear goal to achieve $1 billion in revenue
by 2027, and this acquisition sets the stage to move our run rate halfway toward that objective.”
Mr. Iglesias added: “Our forecasted EBITDA for our operating
subsidiaries stood at $3 million for FY-2025, but with the acquisition of GlobeTopper, we are raising the bar even higher, continuing
to increase value for our shareholders.”
IQSTEL’s Investment Proposal:
Equity Acquisition:
IQSTEL will acquire a 51% equity interest in GT for a total consideration
of $700,000.
Payment Structure:
• $200,000 in cash, distributed as follows:
- $100,000 on July 1, 2025, or upon execution.
- $50,000 on August 1, 2025.
- $50,000 on September 1, 2025.
• $500,000 in IQSTEL common shares, subject to a six-month
holding period.
Additionally, IQSTEL will provide up to $1.2 million in structured
growth capital over 24 months, disbursed in $50,000 monthly installments, contingent upon GT achieving agreed financial milestones.
About GlobeTopper (GT)
GlobeTopper (www.globetopper.com) is a leading fintech company specializing
in advanced B2B Top-Up solutions, enabling seamless cross-border financial transactions. With a solid track record and a scalable, profitable
business model, GT is poised for exponential growth under IQSTEL’s leadership. The details of this MOU will be disclosed in an
upcoming Form 8-K filing.
About IQSTEL Inc.
IQSTEL Inc. (OTCQX: IQST) is a multinational technology company
offering cutting-edge solutions in Telecom, Fintech, Blockchain, Artificial Intelligence (AI), and Cybersecurity. Operating in
21 countries, iQSTEL delivers high-value, high-margin services to its extensive global customer base. iQSTEL projects $340 million
in revenue for FY-2025, building on its strong business platform.
Safe Harbor Statement: Statements in
this news release may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express
our intentions, beliefs, expectations, strategies, predictions, or any other information relating to our future activities or other future
events or conditions. Words such as "anticipate," "believe," "estimate," "expect," "intend", "could" and similar expressions, as they
relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates,
and projections about our business based partly on assumptions made by management. Important factors that could cause our actual results
and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
our ability to successfully market our products and services; our continued ability to pay operating costs and ability to meet demand
for our products and services; the amount and nature of competition from other telecom products and services; the effects of changes
in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our ability to complete complementary
acquisitions and dispositions that benefit our company; our success establishing and maintaining collaborative, strategic alliance agreements
with our industry partners; our ability to comply with applicable regulations; our ability to secure capital when needed; and the other
risks and uncertainties described in our prior filings with the Securities and Exchange Commission.
These statements are not guarantees of future
performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may
and are likely to differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking
statements speak only as of the date of this news release, and iQSTEL Inc. undertakes no obligation to update any forward-looking statement
to reflect events or circumstances after the date of this news release.
For more information, please visit www.iQSTEL.com.
Investor
Relations Contact:
IQSTEL Inc.
300
Aragon Avenue, Suite 375, Coral Gables, FL 33134
Email: investors@iqstel.com