Corporate Action, Amendments to Bylaws (Form 8-K)

Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Items 5.03 related to the Amended and Restated Certificate of Designation and the terms of the Series B 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.

The Board of Directors of iQSTEL Inc. (the "Company") approved, by unanimous written consent, an Amended and Restated Certificate of Designation for the Company's Series B Preferred Stock (the "Amended COD").

The Amended COD amends the Company's prior Certificate of Designation of Series B Preferred Stock to revise the conversion provisions as follows:

• Permit holders of Series B Preferred Stock to convert their shares into shares of the Company's common stock at any time upon five (5) days' written notice to the Company (previously, conversion rights were exercisable only in connection with the end of a 12-month term following issuance);
• Reduce the required written notice period for conversion from sixty (60) days to five (5) days; and
• Provide that, upon conversion, the Company shall pay the converting holder the proportional accrued and unpaid dividends earned on the converted shares up to but not including the actual conversion date.

The Company also obtained the written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock approving the Amended COD, as required by Section 7 of the Amended COD.

The Amended COD was filed with the Secretary of State of the State of Nevada on June 17, 2026.

The foregoing description of the Amended COD is qualified in its entirety by reference to the full text of the Amended COD, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.