M&A - iQSTEL Inc

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000166357725000175

Filing Summary: On May 29, 2025, iQSTEL Inc. entered into a Unit Purchase Agreement to acquire 51% of the membership interests of Globetopper, LLC from Craig Span for a total purchase price of $700,000. The payment structure includes $50,000 upon signing, with subsequent payments of $50,000 at closing, and additional payments secured by promissory notes. Additionally, payments based on Globetopper's EBITDA growth will be made in common shares at a 20% discount to VWAP. The agreement anticipates closing on or before July 1, 2025, and includes investment commitments of up to $1,200,000 over the next 24 months, contingent upon financial targets. The seller will serve as CEO post-closing for a minimum of two years, with agreed compensation. The operating agreement of Globetopper will be amended to establish a new board of directors with a majority from iQSTEL. The document also outlines mutual indemnification clauses related to breaches of the agreement.

Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: New

Accession Number: 000166357725000081

Filing Summary: On March 19, 2025, iQSTEL Inc. signed a non-binding memorandum of understanding (MOU) with Craig Span to outline the preliminary terms for the potential purchase of a 51% equity interest in GlobeTopper, LLC. The proposed transaction involves the Company agreeing to pay $700,000, which includes $200,000 in cash payable in installments by September 1, 2025, and $500,000 in common stock calculated at a 20% discount to the Volume Weighted Average Price (VWAP) preceding the definitive Purchase Agreement. The MOU includes provisions for performance bonuses based on GlobeTopper's EBITDA growth, payable in stock as well. Additionally, the Company plans to provide up to $1,200,000 in structured financing over 24 months to support GlobeTopper's growth. Craig Span will remain CEO of GlobeTopper, with the Company having the right to select 2 of the 3 board members. A press release regarding the MOU was issued on March 21, 2025.

Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000166357725000069

Filing Summary: On March 10, 2025, iQSTEL Inc. signed a non-binding memorandum of understanding (MOU) with Accredited Solutions, Inc. (ASII) regarding the potential sale of its 75% equity interest in its subsidiary, itsBChain, LLC. The MOU outlines preliminary terms for the deal, where ASII proposes to pay $1,000,000 for the interest, split into $500,000 in restricted preferred shares and $500,000 in restricted common shares of ASII. The preferred shares will have preferential treatment in liquidation and a specific conversion pricing structure. The common shares are expected to be registered for resale under Form S-1 with the SEC. iQSTEL will keep a 1% lifetime royalty on total sales from the subsidiary and acknowledges a remaining investment commitment of $65,000, payable in monthly installments. The definitive Purchase Agreement is to be executed by June 1, 2025, or sooner. A press release announcing the MOU was issued on March 12, 2025.