iQSTEL Inc 8-K

What Happened

• iQSTEL Inc. (IQST) filed a Third Amended and Restated Certificate of Designation for its Series D Preferred Stock with the Nevada Secretary of State on February 3, 2026.
• The amendment leaves the authorized Series D shares at 100,000 but changes the conversion True‑Up Adjustment mechanism by increasing the cap on the True‑Up Ratio from 2.5 to 5. No other terms of the Series D Preferred Stock were changed.
• As consented by Series D holders, the increased True‑Up Ratio cap of 5 applies retroactively to prior conversions, authorizing iQSTEL to recalculate past True‑Up Ratios and issue any additional common shares owed as “Additional Shares.” (Refer to Exhibit 3.1 filed with the 8‑K.)

Key Details

• Filing date: February 3, 2026 (Third Amended and Restated Certificate of Designation).
• Authorized Series D preferred shares remain: 100,000.
• Change: True‑Up Ratio cap increased from 2.5 to 5.
• Effect: Change is retroactive with holder consent; company may issue additional common stock from past conversions.

Why It Matters

• The amendment can lead to additional common shares being issued to former Series D conversions, which may increase the company’s outstanding share count and dilute existing common shareholders.
• No other economic terms were changed and the filing does not disclose cash payments or other financial impacts—only potential share issuance tied to the conversion True‑Up Adjustment.
• Investors should watch for subsequent filings or registrations showing the issuance of Additional Shares, and consider the potential dilution when evaluating share ownership and per‑share metrics.