Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, iQSTEL Inc. (the "Company") previously issued secured convertible promissory notes (the "Notes") under a securities purchase agreement for an original aggregate purchase price of $3,500,000, increased in December 2024 to $5,000,000, which Notes are convertible into shares of the Company's common stock.

On June 4, 2025 and June 6, 2025, the noteholder issued to the Company Notices of Conversion to convert $1,111,111.12 of principal and $90,277.78 of interest under the Notes into a total of 286,640 shares of common stock at a conversion rate of $4.20 per share, as adjusted to reflect the 1-for-80 reverse stock split effected on May 2, 2025. On the same dates, the Company issued the shares of common stock.

As of June 6, 2025, the noteholder has principal of $2,690,058 and accrued but unpaid interest of $189,093 remaining on the Notes that may be converted into common stock of the Company at $4.20 per share, subject to a beneficial ownership limitation of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. The conversion of the remaining principal and interest is subject to the noteholder's election and the terms of the Notes, including the 9.99% beneficial ownership limitation.

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.