iQSTEL Inc
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
IQST$0.79-1.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements and Schedules
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
(b) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| Exhibit 2.1 | Membership Interest Purchase Agreement(1) |
| Exhibit 2.2 | Memorandum of Understanding and Shareholders Agreement dated February 21, 2020(5) |
| Exhibit 2.3 | Memorandum of Understanding and Shareholders Agreement dated February 12, 2020(6) |
| Exhibit 2.4 | Company Purchase Agreement, dated April 1, 2019(11) |
| Exhibit 2.5 | Share Purchase Agreement, dated January 19, 2024(23) |
| Exhibit 2.6 | Purchase Company Agreement, dated May 10, 2024(26) |
| Exhibit 2.7 | Second Amendment to Share Purchase Agreement, dated June 27, 2024(27) |
| Exhibit 3.1 | Articles of Incorporation of the Registrant(2) |
| Exhibit 3.2 | Certificate of Amendment(3) |
| Exhibit 3.3 | Certificate of Amendment(18) |
| Exhibit 3.4 | Certificate of Designation(20) |
| Exhibit 3.5 | Certificate of Designation(21) |
| Exhibit 3.6 | Certificate of Designation(22) |
| Exhibit 3.7 | Amended and Restated Bylaws of the Registrant(19) |
| Exhibit 4.1 | Amendment #2 to the Crown Capital Note dated March 2, 2020(4) |
| Exhibit 4.2 | Amendment #2 to the Auctus Fund Note dated March 2, 2020(4) |
| Exhibit 4.2 | Amendment #1 to the Labrys Fund Note dated February 11, 2020(7) |
| Exhibit 4.3 | Amendment #1 to the Apollo Note dated December 23, 2019(8) |
| Exhibit 4.4 | Amendment #1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.5 | Amendment #1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.6 | Amendment #1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.7 | Amendment #1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.8 | Amendment #1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.9 | Amendment #1 to the Apollo Note dated December 24, 2019(8) |
| Exhibit 4.10 | Amendment #1 to the Crown Capital Note dated December 23, 2019(8) |
| Exhibit 4.11 | Amendment #1 to the Auctus Fund Note dated January 1, 2020(8) |
| Exhibit 4.12 | Senior Secured Convertible Promissory Note to Labrys Fund dated December 3, 2019(9) |
| Exhibit 4.13 | Purchase Company Agreement, dated April 21, 2022(12) |
| Exhibit 4.14 | Purchase Company Agreement, dated May 6, 2022(13) |
| Exhibit 4.15 | Common Stock Purchase Option with Apollo dated April 5, 2022(14) |
| Exhibit 4.16 | Amended Common Stock Purchase Option with Apollo dated September 29, 2022(15) |
| Exhibit 4.17 | Secured Convertible Promissory Note, dated January 24, 2024(23) |
| Exhibit 4.18 | Common Stock Purchase Option, dated February 12, 2024(24) |
| Exhibit 10.1 | Conversion Agreement with Carmen Cabell(1) |
| Exhibit 10.2 | Conversion Agreement with Patrick Gosselin(1) |
| Exhibit 10.3 | Conversion Agreement with Mark Engler(1) |
| Exhibit 10.4 | Employment Agreement with Leandro Iglesias(1) |
| Exhibit 10.5 | Employment Agreement with Alvaro Quintana Cardona(1) |
| Exhibit 10.6 | Employment Agreement with Juan Carlos Lopez Silva(1) |
| Exhibit 10.7 | Forbearance Agreement dated December 12, 2019(8) |
| Exhibit 10.8 | Temporary Forbearance Agreement dated December 18, 2019(8) |
| Exhibit 10.9 | Securities Purchase Agreement, dated December 3, 2019(9) |
| Exhibit 10.10 | Employment and Indemnification Agreements with Leandro Iglesias, dated May 2, 2019(10) |
| Exhibit 10.11 | Employment and Indemnification Agreements with Alvaro Quintana, dated May 2, 2019(10) |
| Exhibit 10.12 | Employment and Indemnification Agreements with Juan Carlos Lopez Silva, dated May 2, 2019(10) |
| Exhibit 10.13 | Registration Rights Agreement with ADI Funding dated April 5, 2022(16) |
| Exhibit 10.14 | Securities Purchase Agreement, dated January 24, 2024(23) |
| Exhibit 10.15 | Registration Rights Agreement with M2B Funding Corp., dated January 24, 2024(23) |
| Exhibit 10.16 | Security Agreement, dated January 24, 2024(23) |
| Exhibit 10.17 | Amended and Restated Employment Agreement with Mr. Iglesias, dated February 29, 2024(25) |
| Exhibit 10.18 | Amended and Restated Indemnification Agreement with Mr. Iglesias, dated February 29, 2024(25) |
| Exhibit 10.19 | Amended and Restated Employment Agreement with Mr. Cardona, dated February 29, 2024(25) |
| Exhibit 10.20 | Amended and Restated Indemnification Agreement with Mr. Cardona, dated February 29, 2024(25) |
| Exhibit 10.21 | Memorandum of Understanding, dated October 18, 2024(28) |
| Exhibit 10.22 | Memorandum of Understanding, dated November 1, 2024(29) |
| Exhibit 14.1 | Code of Business Conduct and Ethics(17) |
| Exhibit 31.1** | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 31.2** | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 101** | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Extensible Business Reporting Language (XBRL). |
Filed herewith
| 1. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 28, 2018. |
| 2. | Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the US Securities and Exchange Commission on August 18, 2011. |
| 3. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on August 31, 2018. |
| 4. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 30, 2020. |
| 5. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 25, 2020. |
| 6. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 19, 2020. |
| 7. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2020. |
| 8. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 6, 2020. |
| 9. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 11, 2019. |
| 10. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 6, 2019. |
| 11. | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 4, 2019. |
| 12 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 26, 2022. |
| 13 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2022. |
| 14 | Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on September 22, 2022. |
| 15 | Incorporated by reference to the Company’s Form 8-K/A filed with the US Securities and Exchange Commission on October 6, 2022. |
| 16 | Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on October 11, 2022. |
| 17 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 2, 2022. |
| 18 | Incorporated by reference to the Company’s DEF 14C filed with the US Securities and Exchange Commission on May 12, 2020. |
| 19 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 14, 2022. |
| 20 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 8, 2021. |
| 21 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 13, 2020. |
| 22 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 6, 2020. |
| 23 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 25, 2024. |
| 24 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2024. |
| 25 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 4, 2024. |
| 26 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2024. |
| 27 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on July 2, 2024. |
| 28 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on October 22, 2024. |
| 29 | Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 4, 2024. |
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