{"filing":{"accession_number":"0001663577-26-000309","cik":"0001527702","ticker":"IQST","company_name":"iQSTEL Inc","form":"8-K","filing_date":"2026-09-28","report_date":"2026-09-16","primary_document":"iqst8k092826.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1527702/000166357726000309/iqst8k092826.htm"},"events":[{"id":35426,"run_id":32628,"accession_number":"0001663577-26-000309","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"The Company amended its previously completed acquisition of 51% membership interests in GlobeTopper, LLC by restructuring the $500,000 deferred consideration from restricted stock issuance to cash payments over time, evidenced by a secured promissory note with pledge of collateral and default/rescission remedies.","company_name":"iQSTEL Inc","ticker":"IQST","filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39465,"accession_number":"0001663577-26-000309","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a material amendment to a previously completed acquisition of 51% membership interests in GlobeTopper, LLC. The core event is the First Amendment to the Unit Purchase Agreement dated September 16, 2026, which restructures the $500,000 deferred consideration from restricted stock issuance to cash payments over time, with secured promissory note terms, pledge of collateral, and default/rescission remedies. This constitutes a material modification to an acquisition transaction that would affect investor assessment of the company's capital structure and obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:10:05.146165+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39466,"accession_number":"0001663577-26-000309","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of a direct financial obligation: on September 16, 2026, the Company became obligated to pay an additional $500,000 in cash to the Seller as a \"Replacement Payment\" evidenced by an amended Note, payable in installments and secured by collateral including a 51% membership interest in GlobeTopper. This is a new direct financial obligation meeting the definition of debt_issuance, distinct from a covenant breach on existing debt. The obligation is material as it creates a new $500,000 liability with acceleration and foreclosure provisions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:10:05.146165+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35427,"run_id":32628,"accession_number":"0001663577-26-000309","anchor_item_number":"7.01","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"IQSTEL Digital disclosed an illustrative economic model for a contemplated microdrama subscription service, including projected subscriber levels, pricing, revenue-sharing arrangements, and profit-contribution estimates, representing a material new business opportunity and diversification initiative.","company_name":"iQSTEL Inc","ticker":"IQST","filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39467,"accession_number":"0001663577-26-000309","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses IQSTEL Digital's illustrative economic model for a contemplated microdrama subscription service, including projected subscriber levels, pricing, revenue-sharing arrangements, and profit-contribution estimates. This is a strategic business initiative involving a new digital product line and distribution channel through existing telecom operator relationships. While the company emphasizes these are illustrative scenarios and not financial guidance, the disclosure of a material new business opportunity with detailed commercial assumptions and 2027 objectives constitutes an operational/strategic event material to investors assessing the company's growth prospects and diversification strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:10:05.146165+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39465,"accession_number":"0001663577-26-000309","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a material amendment to a previously completed acquisition of 51% membership interests in GlobeTopper, LLC. The core event is the First Amendment to the Unit Purchase Agreement dated September 16, 2026, which restructures the $500,000 deferred consideration from restricted stock issuance to cash payments over time, with secured promissory note terms, pledge of collateral, and default/rescission remedies. This constitutes a material modification to an acquisition transaction that would affect investor assessment of the company's capital structure and obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:10:05.146165+00:00","company_name":"iQSTEL Inc","ticker":"IQST","filing_date":"2026-09-28"},{"id":39466,"accession_number":"0001663577-26-000309","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of a direct financial obligation: on September 16, 2026, the Company became obligated to pay an additional $500,000 in cash to the Seller as a \"Replacement Payment\" evidenced by an amended Note, payable in installments and secured by collateral including a 51% membership interest in GlobeTopper. This is a new direct financial obligation meeting the definition of debt_issuance, distinct from a covenant breach on existing debt. The obligation is material as it creates a new $500,000 liability with acceleration and foreclosure provisions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:10:05.146165+00:00","company_name":"iQSTEL Inc","ticker":"IQST","filing_date":"2026-09-28"},{"id":39467,"accession_number":"0001663577-26-000309","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses IQSTEL Digital's illustrative economic model for a contemplated microdrama subscription service, including projected subscriber levels, pricing, revenue-sharing arrangements, and profit-contribution estimates. This is a strategic business initiative involving a new digital product line and distribution channel through existing telecom operator relationships. While the company emphasizes these are illustrative scenarios and not financial guidance, the disclosure of a material new business opportunity with detailed commercial assumptions and 2027 objectives constitutes an operational/strategic event material to investors assessing the company's growth prospects and diversification strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:10:05.146165+00:00","company_name":"iQSTEL Inc","ticker":"IQST","filing_date":"2026-09-28"}]}
