SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
On September 26, 2025, iQSTEL Inc. (the “Company”) entered into the First Amendment to Stock-for-Stock Exchange Agreement (the “Amendment”) with Cycurion, Inc. (“Cycurion”), a Delaware corporation trading on Nasdaq under the ticker CYCU. The Amendment modifies the Stock-for-Stock Exchange Agreement dated September 2, 2025 (the “Original Agreement”), which provided for a mutual exchange of $1,000,000 worth of common stock between the Company and Cycurion, calculated based on the valuation methodology set forth in the Original Agreement, and a strategic alliance focused on AI-driven cybersecurity solutions for the global telecommunications industry.
The Amendment introduces two key changes to the Original Agreement:
| 1. | Dividend Payment Flexibility: The Amendment revises Section 4.4 of the Original Agreement to allow each party, at its sole discretion, to satisfy the $500,000 dividend obligation to its shareholders by distributing either (i) up to 50% of the shares received from the other party (i.e., up to 75,529 shares of iQSTEL common stock for Cycurion, based on 151,058 shares issued to Cycurion, and up to 1,933,488 shares of Cycurion common stock for the Company, based on 3,866,976 shares issued to the Company), or (ii) an equivalent value of its own authorized common stock, calculated using the valuation methodology set forth in Section 1.3 of the Original Agreement. If a party elects to distribute its own shares, it retains the full number of shares received from the other party. Each party is required to ensure that any shares distributed as a dividend comply with applicable federal and state securities laws and Nasdaq listing rules. | ||
| 2. | Extended Timeline and Firm Dividend Deadline: The Amendment extends the timeline for the issuance and delivery of shares (the “Closing”) from 30 business days to 60 business days following the Effective Date of the Original Agreement (September 2, 2025), amending Sections 1.4 and 7.1(b). Additionally, it establishes a firm deadline of December 15, 2025, for completing all necessary regulatory filings (e.g., SEC filings, FINRA submissions, and Nasdaq notifications) to facilitate the dividend distribution by December 31, 2025. | ||
The Amendment also confirms the specific share counts for the exchange: the Company will issue 151,058 shares of its common stock to Cycurion, and Cycurion will issue 3,866,976 shares of its common stock to the Company, each with an aggregate value of $1,000,000, as determined under the valuation methodology in Section 1.3 of the Original Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K, and the Original Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 3, 2025, both of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | First Amendment to Stock-for-Stock Exchange Agreement, dated September 26, 2025 | |
| 104.1 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
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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: September 26, 2025
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