Current Report Filing (8-k)
November 19 2021 - 1:12PM
Edgar (US Regulatory)
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0001527702
2021-11-18
2021-11-18
iso4217:USD
xbrli:shares
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 2021
iQSTEL Inc.
(Exact name of registrant as specified in its charter)
Nevada
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000-55984
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45-2808620
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
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33134
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (954) 951-8191
________________________________________________
(Former name or former address, if changed since last
report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 18, 2021, we entered into a Memorandum of Understanding (“MOU”)
with Jose Ramon Olivar and Eduardo Borrero (together, “Seller”) concerning the sale by Seller and the purchase by us of 51%
of the membership interests Seller holds in Smartbiz Telecom LLC (the “Company”).
The Company is a Florida Corporation which provides telecommunication
services, dedicated to VoIP business for wholesale and retail markets.
The consideration for the acquisition consists of $1,000,000 in our common
stock to Seller. Seller has the option to price the shares at the execution of the MOU, at the average value of the last 5 days of trading
prior to execution, discounted by 10%, or to value the stock at the moment the shares are issued, at the average value of the last 5 days
of trading prior to issuance, discounted by 10%.
If by the time the stock is sold, Seller does not recover at least One
Million Dollar (US$ 1,000,000.00), Seller may request that we pay the difference in cash until completing the US$1,000,000.00, or may
request that more common stock be issued to cover the difference up to US$1,000,000.00. Notwithstanding anything to the contrary herein,
this true up provision only exists for one year from issuance, such that if Seller sells the shares later than one year from issuance,
the requirement to true up Seller of $1,000,000 shall be of no force and effect.
The parties to the MOU plan to enter into a purchase agreement (the “Purchase
Agreement”) to complete the transaction. Prior to the signing of the final Purchase Agreement, we will enter into an agreement with
the management of the Company to guarantee the operational continuity of the Company over the next years.
The MOU is valid for a period of 6 months since execution. The foregoing
description of the MOU is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit
2.1 hereto and which is incorporated herein by reference.
SECTION 8 – Other Events
On November 18, 2021, we issued a press release concerning the MOU. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report
on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in
such a filing.
SECTION 9 – Financial
Statements and Exhibits
Item 9.01 Financial Statements
and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
iQSTEL Inc.
/s/ Leandro Iglesias
Leandro Iglesias
Chief Executive Officer
Date November 19, 2021
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