iQSTEL Inc 8-K

What Happened

• On May 1, 2026, iQSTEL Inc. (IQST) filed an 8-K disclosing that on April 30, 2026 it entered an Equity Purchase Agreement and a Registration Rights Agreement with M2B Funding Corp. The deal gives IQSTEL the ability to require M2B to purchase up to $50,000,000 of common stock during the Commitment Period once the related registration statement is effective. The Company issued initial Commitment Shares to the Investor on April 30, 2026.

Key Details

• Maximum commitment: up to $50,000,000 of common stock; Commitment Period ends on the earlier of (i) full purchase of $50M, (ii) 60 months after effectiveness, (iii) company notice, or (iv) investor termination.
• Pricing mechanics: sales at a per‑share price equal to 94% of the lowest daily volume‑weighted average price (VWAP) during the six trading days after a Put Notice, subject to volume caps, a daily maximum of $500,000 and an Exchange Cap of 19.99% of shares outstanding (unless stockholder approval obtained).
• Ownership limits: Investor subject to a Beneficial Ownership Limitation initially 4.99% (can increase to 9.99%); Commitment Shares totaling $1,000,000 issued as consideration (half on execution date; half on 12‑month anniversary or earlier termination) with a 20% daily leak‑out restriction.
• Registration rights: Company must file a resale registration (Form S‑1) within 90 days and use best efforts to have it declared effective within 180 days, with liquidated damages for delays (0.25% per month, capped at 12% of the maximum commitment). Initial Commitment Shares were issued under exemptions (Section 4(a)(2) and/or Rule 506(b)); investor represented as accredited.

Why It Matters

• This agreement gives iQSTEL a potential source of up to $50M in equity capital that can be drawn over time, which may support general corporate needs without a single large financing event. However, sales will occur at a discount to market (94% of certain VWAP measures) and will dilute existing shareholders as shares are issued and registered for resale. The investor’s ownership is capped by beneficial‑ownership limits and an exchange cap to limit concentrated ownership unless shareholders approve otherwise. The registration rights accelerate the process for resale of issued shares and include penalties for delays, which affects the timing and liquidity of the stock issued under the facility.