Iqstel Inc.

06/03/2025 | Press release | Distributed by Public on 06/03/2025 07:03

Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, iQSTEL Inc. (the "Company") previously issued two secured convertible promissory notes (the "Notes") for an aggregate purchase price of $3,500,000, which Notes are convertible into shares of the Company's common stock.

On June 2, 2025, the noteholder issued to the Company a Notice of Conversion to convert principal and interest under the Notes into 179,993 shares of common stock at a conversion rate of $4.20 per share, after giving effect to the 1-for-80 reverse stock split effected on May 2, 2025. On the same date, the Company issued the shares of common stock.

The shares of common stock of the Company delivered in connection with this conversion has been issued in reliance on the exemption from registration provided by Section 3(a)(9)of the Securities Act of 1933, as amended.

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