iQSTEL Inc. Amends Purchase Agreement — Converts $500K Stock Payment to Cash

What Happened
iQSTEL Inc. (IQST) filed an 8-K reporting a First Amendment (dated September 16, 2026) to its May 29, 2025 Unit Purchase Agreement (UPA) for the 51% acquisition of Globetopper, LLC. The Company agreed to replace the $500,000 originally payable in restricted common shares (Buyer Shares) with a $500,000 cash payment under an amended Secured Promissory Note. The UPA acquisition originally closed July 1, 2025; the GlobeTopper membership interest (510,000 Class A Units = 51%) was later contributed to IQSTEL Operating Holdings, Inc. (IOH) as part of an internal reorg on July 2, 2026.

Key Details

• Replacement payment: $500,000 now payable in cash — $80,000 due within five business days of the Amendment, then six monthly installments of $70,000.
• Security: Replacement Payment obligations are secured under the existing Pledge Agreement, including the Transferred Membership Interest (510,000 Class A Units — 51%). IOH holds that interest subject to the pledge.
• Default / remedies: Missed installment not cured within 30 days is an Event of Default; after additional notice periods installments can accelerate and the Seller may pursue remedies (including foreclosure and confession-of-judgment). Seller may alternatively elect to rescind the UPA, which would require return of the 51% membership interest within 10 business days; prior payments would not be returned and any unpaid balance would be forgiven upon rescission.
• Other: Buyer Shares were not issued at closing and will not be issued under the Amendment; the Company remains liable under the UPA, amended Note, and Pledge Agreement.

Why It Matters
This amendment creates a clear, direct $500,000 cash obligation for IQSTEL (reported under Item 2.03) and keeps the GlobeTopper membership interest pledged as collateral. For investors, the filing signals increased near‑term cash outflows tied to a past acquisition and potential downside if payments are missed (including loss of the 51% ownership via rescission or lender remedies). The company also furnished press releases (Sept. 18 and Sept. 22, 2026) about a proposed microdrama subscription service and July 2026 net revenue, which are informational but separate from the amended payment and collateral terms.