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): February 3, 2026
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. [ ]
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Items 5.03 related to the Third Amended and Restated Certificate of Designation and the terms of the Series D Preferred Stock is hereby incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 3, 2026, iQSTEL Inc. (the “Company”) filed a Third Amended and Restated Certificate of Designation for the Series D Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Nevada to amend and restate the terms of its Series D Preferred Stock, originally established on November 3, 2023, first amended on July 7, 2025 and amended again on October 10, 2025.
The Third Amended and Restated Certificate of Designation maintains the number of authorized shares at 100,000 and revises the terms solely to increase the cap on the True-Up Ratio in the conversion True-Up Adjustment mechanism from 2.5 to 5. No other terms of the Series D Preferred Stock are changed.
The foregoing description of the Certificate of Designation is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
As consented to by the holders of the Series D Preferred Stock, the increased True-Up Ratio cap of 5 applies retroactively to prior conversions, authorizing the Company to recalculate the True-Up Ratio under the new cap and issue any additional shares of common stock owed as Additional Shares.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Third Amended and Restated Certificate of Designation for the Series D Preferred Stock, dated February 3, 2026 |
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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: February 3, 2026
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