iQSTEL Inc

S-11 iqst_s1a052126.htm FORM S-1

As filed with the U.S. Securities and Exchange Commission on May 21, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IQSTEL Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:** (954) 951-8191**

The Corporate Place, Inc.

601 E. Charleston Blvd. Ste. 100

Las Vegas, NV 89104

Phone: (877) 786-8500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Scott Doney, Esq.

The Doney Law Firm

4955 S. Durango Rd. Ste. 165

Las Vegas, NV 89113

(702) 982-5686

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholder named herein may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MAY 21, 2026

Up to 11,000,000 Shares of Common Stock

This prospectus relates to the potential resale from time to time by M2B Funding Corp. (“M2B” or the “Selling Stockholder”) of up to 11,000,000 shares of our common stock, par value $0.001 per share, consisting of:

(1) up to 10,000,000 shares (the “Purchase Shares”) that may be issued to M2B from time to time pursuant to the Common Stock Purchase Agreement, dated as of April 30, 2026 (the “Purchase Agreement”), by and between the Company and M2B; and

(2) up to 1,000,000 shares (the “Commitment Shares”) that may be issued to M2B as payment of the facility fee under the Purchase Agreement.

Under the Purchase Agreement, we have the right, but not the obligation, to sell to M2B up to $50,000,000 of our common stock over a period of up to 60 months commencing after the effectiveness of this registration statement and satisfaction of other conditions.

The purchase price for the Purchase Shares is 94% of the lowest daily VWAP during the six trading days following the Purchase Notice Date, subject to the Purchase Limit and other terms.

The Commitment Shares have an aggregate value of $1,000,000 and will be issued in two tranches of $500,000 each. The number of Commitment Shares for each tranche shall be determined based on the closing price of the Common Stock on the Trading Day immediately preceding the applicable issuance date.

We are registering the resale of the Purchase Shares and the Commitment Shares in accordance with our obligations under the Purchase Agreement. Under applicable Nasdaq rules, in no event may we issue shares exceeding the 19.99% Exchange Cap without shareholder approval (unless an exception applies).

The Selling Stockholder, M2B Funding Corp., is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares by the Selling Stockholder. However, we may receive up to $50 million in gross proceeds from sales of Purchase Shares to M2B. The Selling Stockholder may sell the shares at prevailing market prices or negotiated prices. We will bear registration costs.

Our common stock is listed on The Nasdaq Capital Market under the symbol “IQST.” On May 20, 2026, the last reported sale price was $1.28 per share.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendment or supplement to this prospectus or in any other documents incorporated by reference into this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated May 21, 2026

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