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NOTE 15 – SUBSEQUENT EVENTS.
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
NOTE 15 – SUBSEQUENT EVENTS.

NOTE 15 – SUBSEQUENT EVENTS.

 

Subsequent to June 30, 2026, and through the date that these financials were made available, the Company had the following subsequent events:

 

On July 7, 2026, the Board of Directors of IQSTEL Inc. (the “Company”) approved certain amendments (the “Amendments”) to the Employment Agreements of Leandro Jose Iglesias, Chief Executive Officer, and Álvaro Quintana Cardona, Chief Financial Officer.

The Amendments include both cash and equity compensation changes, as summarized below:

 

Cash Compensation Changes (Effective Immediately)

 

  • Base Salary Increase – Leandro Jose Iglesias: Mr. Iglesias’ monthly base salary was increased from $31,000 to $37,800, effective immediately. This increase incorporates the previously approved monthly relocation allowance of $6,800 related to his relocation to Cyprus.
  • Two-Month Cash Performance Bonus – Leandro Jose Iglesias: The Board approved a two-month cash performance bonus for Mr. Iglesias in recognition of relocation expenses incurred in connection with his move to Cyprus. The amount and payment terms are governed by the terms of his existing Employment Agreement.
  • Annual Bonus Payment Timing Flexibility: The Employment Agreements of both Mr. Iglesias and Mr. Quintana Cardona were amended to provide that any annual performance bonus may be paid at any time beginning fifteen (15) days following the filing of the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission.

Equity Compensation Changes (Subject to Shareholder Approval)

 

The Board also approved material amendments to the equity compensation provisions of both Employment Agreements. These changes are subject to and will only become effective upon receipt of stockholder approval under Nasdaq Listing Rule 5635(c).

 

  • Replacement of Annual Equity Incentive: The existing annual equity incentive provisions (up to 1,000,000 shares of Common Stock for Mr. Iglesias and up to 800,000 shares of Common Stock for Mr. Quintana Cardona) were replaced with an annual equity performance incentive of up to 50,000 Series B Preferred Shares per year for each executive.
  • FY-2025 Equity Grants: Subject to stockholder approval, the Board approved the following grants for Fiscal Year 2025:
  • Leandro Jose Iglesias: 20,000 Series B Preferred Shares
  • Álvaro Quintana Cardona: 14,000 Series B Preferred Shares

The Company intends to seek stockholder approval of the equity-related amendments and grants through the filing of a Schedule 14C Information Statement. No shares of Series B Preferred Stock will be issued, and the equity amendments will not become effective, unless and until such stockholder approval is obtained.

 

 

On July 8, 2026, IQSTEL Inc. (the “Company”) entered into a Contribution Agreement (the “Contribution Agreement”) with certain of its subsidiaries as part of an internal corporate realignment (the “Realignment”).

 

Pursuant to the Contribution Agreement, the Company and certain subsidiaries contributed specified assets, equity interests, and operations into newly formed or existing subsidiaries. The Realignment is intended to streamline the Company’s corporate structure, improve operational efficiency, and better align its legal entities with its business lines, including its fintech, AI, and digital services operations.

 

The Contribution Agreement contains customary representations, warranties, covenants, and indemnification provisions. The Realignment does not involve any change in the Company’s management, Board of Directors, or overall business operations and is not expected to have a material impact on the Company’s consolidated financial statements.

 

The foregoing description of the Contribution Agreement is qualified in its entirety by reference to the full text of the Contribution Agreement, which are filed as an exhibit to this Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.