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): May 22,
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.) |
|
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
|
________________________________________________ (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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | 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:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Common Stock | IQST | Nasdaq Capital Market |
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 7 – Regulation FD Disclosure
| Item 7.01 | Regulation FD Disclosure |
iQSTEL, Inc. (the “Company”) is furnishing presentation materials (the “Corporate Presentation”) that management intends to use, possibly with modifications, in one or more meetings from time to time with current and potential investors. The Corporate Presentation includes an update on the Company’s current operations and major projects, as well as information relating to the Company’s strategic plans, goals, growth initiatives and outlook, and forecasts for future performance and industry development.
The foregoing description of the Corporate Presentation does not purport to be complete and is qualified in its entirety by reference to the complete text of the Corporate Presentation attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in the Corporate Presentation is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements the Company may make by press release or otherwise from time to time. The Corporate Presentation speaks as of the date of this Current Report. While the Company may elect to update the Corporate Presentation in the future to reflect events and circumstances occurring or existing after the date of this Current Report, the Company specifically disclaims any obligation to do so.
By furnishing this Current Report on Form 8-K and furnishing the Corporate Presentation, the Company makes no admission as to the materiality of any information in this Current Report, including without limitation the Corporate Presentation. The Corporate Presentation contains forward-looking statements. See Page 2 of the Corporate Presentation for a discussion of certain forward-looking statements that are included therein and the risks and uncertainties related thereto.
The information set forth in this Item 7.01 of this Report, including without limitation the Corporate Presentation, is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
SECTION 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
| 2 |
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 May 22, 2025
| 3 |

www.iqstel.com Investor Presentation investors @iqstel.com Fueling Human Potential (NASDAQ: IQST)

Statements in this presentation 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 activ iti es or other future events or conditions. Words such as "anticipate," "believe," "estimate," "expect," "intend", "could" and similar expressions, as they r ela te to the company or its management, identify forward - looking statements. These statements are based on current expectations, estimates, and projections about our business made by management. Important factors that could cause our actual results and financial condition to differ material ly from those indicated in the forward - looking statements include, among others, the following: our ability to successfully market our products and serv ices; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition fr om other telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop n ew products and services; our ability to complete complementary acquisitions and dispositions that benefit our company; our success establish ing and maintaining collaborative, strategic alliance agreements with our industry partners; our ability to comply with applicable regulations; o ur ability to secure capital when needed; and the other risks and uncertainties described in our prior filings with the Securities and E xch ange Commission. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficul t to predict. Therefore, actual outcomes and results may and are likely to differ materially from what is expressed or forecast ed in forward - looking statements due to numerous factors. Any forward - looking statements speak only as of the date of this presenta tion, and iQSTEL Inc. undertakes no obligation to update any forward - looking statement to reflect events or circumstances after the date of this presentation. Disclaimer 2

01 02 03 04 Introduction ● About Us ● Our Portfolio ● Our Founders ● Meet the Team Leadership ● Background ● Mergers & Acquisitions Growth ● Roadmap ● Approach Vision ● Revenue Evolution ● Operations & Customers ● Revenue Goal ● Company Goals Agenda 3

We are a global technology holding company publicly - traded on the NASDAQ Capital Market (Ticker: IQST) that strategically curates and optimizes a high - growth portfolio of innovative technology companies operating across diverse markets worldwide. About Us 4 6 Offices around the world

Our investment goal is to fuel human potential by empowering technology that generates substantial long - term value for stakeholders and customers alike. Mission Vision To become a $1 billion revenue multinational technology company by 2027. 5

Our Portfolio W e have strategically evolved from our high - tech telecom infrastructure roots into a dynamic technology conglomerate , with a plan to capitalize on and commercialize other high - growth sectors, such as fintech, AI - enhanced telecom services, and cybersecurity. This diversification, fueled by a combination of targeted acquisitions and organic growth , has allowed us to potentially expand our market presence and created new and exciting business opportunities.” International and Domestic Voice (VoIP) and SMS (A2P) services, DID, eSim/Roaming services, and International Fiber - Optic. Remittances, International Top - Up, MasterCard Debit card, Bank Account in the US (no SS needed). Proprietary white label AI - enhanced telecom services. 6

$67 $111 $46 $30 $35 Financial Metrics Highlights (Q1 2025) Publicly Traded on NASDAQ (Ticker: IQST) 7 Revenue Per Share Evolution 2023 2024 2021 2020 Revenue per share (RPS) 2022 ● Stockholders Equity: $11.5 Million or $4.38 per share ● Assets: $42 Million or $14.48 per share ● Outstanding Shares: 2.9 million ● Market Cap: $35 million ● Revenue per share: $100+ ● Telecom Division (99% revenue stream) ● Revenue FY - 2024: $283M, 96% YOY ● Revenue Q1 2025: $57.6 million ● Adjusted EBITDA: $0.59 million (Telecom Division) ● Net Income: $0.25 (Telecom Division)

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Leandro Jose Iglesias Chairman of the Board & CEO Electronics engineer and international business leader committed to sustainable growth, innovation, and shareholder value. Alvaro Quintana Cardona Secretary of the Board & CFO Financial leader driving strategic growth, navigating the complex regulatory landscape, and optimizing the company's fiscal performance. 9

Raul Perez Member of the Board Head of Audit Committee Italo Segnini Member of the Board Head of Compensation Committee Jose Antonio Barreto Member of the Board Head of Ethic Committee Eykis Sambrano VP Technology, COO Global SMS Stephany Castro Treasury Director Sara Iglesias VP Compliance 10

Tolga Alemdar Managing Member Qxtel Fernando Diaz Managing Member Qxtel Gonzalo Heinschein Managing Member Qxtel Omar Luna Managing Member Whisl Jose Ramon Olivar Managing Member Smartbiz Eduardo Borrero Managing Member Smartbiz 11

Ralf Koehler Managing Member Swisslink Francisco Bunt Managing Member IoTLabs Juan Carlos Lopez CEO Etelix/Swisslink Helmut Sticker Sales Director Etelix/Swisslink Leandro Jose Iglesias Acting CEO Global Money One Jose Enrique Puente CEO Reality Border 12

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Founded in 2018, IQSTEL has focused on establishing a robust business structure within the telecommunications industry, executing a dynamic M&A strategy with substantial organic growth. To date, IQSTEL has completed 11 acquisitions and ventures and continues to develop an active pipeline of potential future acquisitions. Background 14

Organic Growth Integrating acquired subsidiaries, cross - selling, and optimizing cost and operational efficiencies. Acquisitions Continuously improving our portfolio of technology companies, products, and customer relationships. 2018 2019 2020 2022 2023 2024 15

Revenue Evolution Our exceptional growth trajectory moves us closerto becoming a $1 billion revenue company. $144.5M 2019 2020 2021 2024 2018 $13.8M $18.0M $44.9M $64.7M $283M 13% 149% 44% 44% 55% 96% 2022 2023 $93.2M 16

Global Operations California Colorado Texas Mexico Venezuela Colombia Argentina New York New Jersey Washington D.C Virginia Florida United Kingdom Switzerland Italy Spain Germany Austria Serbia Romania Turkey Armenia United Arab Emirates Pakistan India Lebanon We maintain more than 600 network interconnections around the world, delivering international voice, SMS, and connectivity services that form the core of our business. 4 20+ 100 Employees Countries Continents Ecuador Kenya 17

Our Largest Customers 18

Overview We have built a solid, difficult - to - replicate business platform, supported and strengthened by our telecommunication subsidiaries. $2.5 million $79.0 million IN TOTAL ASSETS IN ADJUSTED EBITDA 96% $11.9 million IN NET STOCKHOLDER EQUITY YEAR - OVER - YEAR GROWTH In FY24 , we achieved: 283.2 million in revenue $ 19

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Roadmap By capitalizing on our deep industry relationships and existing sales channels, we are positioned to seamlessly accelerate our expansion into emerging high - tech, high - margin industries. Introducing these new high - margin solutions to our global telecom customer base unlocks new revenue streams that maximize profitability, and further strengthen IQSTEL's role as a leader in technology - driven business transformation. 21

01 02 03 Approach IQSTEL is on a path to exceptional growth with a core strategy to develop innovative, high - margin products in emerging sectors. Shaping the future and capturing a dominant share of this continuously burgeoning industry. Market size is estimated at $1.74 trillion with a CAGR of 5%. Expanding into financial technology to diversify and strengthen revenue streams. Market is estimated at $340 billion with a CAGR of 16 - 20%. Developing artificial intelligence solutions to stay at the forefront of innovation. Market size is estimated at $200 billion with a CAGR of 35 - 40%. Cross - Selling Opportunities: Leveraging existing relationships with major telecom clients to drive cross - selling and maximize revenue potential. Strategic Advantage 22

$400M Revenue Run Rate By the end of 2025, IQSTEL is committed to debt reduction, cost efficiencies, and strategic acquisitions, targeting a $400 million revenue run rate comprised of 80% telecom and 20% technology. 23

200 400 600 800 1000 $1B Target 2027 2025 2026 Preliminary Growth Path to $1 Billion ● $340 million in revenue FY - 2025 ● $3 million EBITDA from our operating business by 2025 ● $1 billion revenue goal with eight - digit positive EBITDA by 2027. 24

The Future of IQSTEL Global perspectives, expanding horizons ● Our goal is long - term success in the rapidly expanding Telecom, Fintech, AI, and Cybersecurity ● We aim to build a $1 billion company, with 8 - digit EBITDA for 2027 ● With access to diverse and high - growth markets, we mitigate risk and maximize investment opportunities that enable us to leverage local market knowledge with a global perspective. 20+ COUNTRIES SERVED 4 CONTINENTS OF OPERATION 6 OFFICES AROUND THE WORLD 25

Leandro Jose Iglesias CEO & Chairman of the Board CEO@iqstel.com Alvaro Quintana Cardona CFO & Secretary of the Board alvaroquintana@iqstel.com investors @iqstel.com Connect with our founders. www.iqstel.com 26

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Strategic Acquisitions NOC Public Company Finance Planning Marketing Platform ● Targeting high - value acquisitions, top executives and customer relations ● Adding high - margin products as SMS services QXTEL generated $85 million in net revenue and $950,000 in EBITDA in 2024. 28

● Consolidation of divisions, synergies and cost reduction ● Comprehensive rebranding strategy ● Taking advantage of our business platform selling high – tech, high – margin products ● EBITDA growth ● Added credibility, enhanced exposure ● Increasing the Gross Margin ● Broader access to investors Strategy Expected Benefits Enhancing Shareholder Value 29

Market Cap vs. Evolution 2023 2023 2024 2024 2021 2021 2020 2020 2022 2022 $144.5M $283.2M $93.2M $44.9M $64.7M $25.8M $44.6M $29.9M $23.6M $137.2M EOY market cap Revenue per year 30