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): January 30, 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. [ ]
SECTION 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 30, 2026, we held our 2025 Annual Meeting of the shareholders, at which the shareholders voted on the matters disclosed in our definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 23, 2025. The final voting results for the matters submitted to a vote of the shareholders were as follows:
Proposal No. 1 - Election of Directors
Our shareholders elected the persons listed below for a one-year term expiring at our 2026 Annual Meeting or until their respective successors are duly elected and qualified:
| FOR | AGAINST | ABSTAIN | ||||||||||||||||||
| Leandro Jose Iglesias | 5,221,035 | - | 51,025 | |||||||||||||||||
| Alvaro Quintana Cardona | 5,208,372 | - | 63,688 | |||||||||||||||||
| Italo Segnini | 5,169,737 | - | 102,323 | |||||||||||||||||
| Raul Perez | 5,152,463 | - | 119,597 | |||||||||||||||||
| Jose Antonio Barreto | 5,188,337 | - | 83,723 | |||||||||||||||||
Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm
Our shareholders ratified the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for fiscal 2026.
| FOR | AGAINST | ABSTAIN | |||||||||||||
| 7,063,311 | 72,956 | 56,291 | |||||||||||||
We have received votes amounting to over 51% of the shareholders and sufficient to pass both proposals.
SECTION 8 - Other Events
Item 8.01 Other Events
We issued a press release in connection with our annual meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated February 4, 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 4, 2026
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