iQSTEL Inc. - Form 8-K - May 1, 2026

On April 30, 2026, iQSTEL Inc. entered into an Equity Purchase Agreement and a Registration Rights Agreement with M2B Funding Corp. The Company can sell up to $50,000,000 of its common stock to the Investor at a discounted price, subject to certain conditions and limitations. The Investor is obligated to purchase shares at 94% of the lowest daily volume-weighted average price over six trading days following a "Put Notice," with daily and overall caps on the amount of stock that can be purchased. The commitment period lasts for 60 months or until the full amount is purchased. As consideration for the commitment, iQSTEL will issue Commitment Shares valued at $1,000,000. The Registration Rights Agreement requires iQSTEL to file a resale registration statement within 90 days and have it declared effective within 180 days, with penalties for delays. Proceeds from the stock sales will be used for general corporate purposes. The agreements include standard representations, warranties, covenants, and indemnification provisions. The Company also issued initial commitment shares to the Investor under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.