0001663577-26-000112
SEC filingThis amendment is purely administrative, filed to adopt a mandatory Clawback Policy with no changes to reported financials or business operations. The filing reinforces governance standards without impacting prior fiscal year results.
This Amendment No. 1 to Form 10-K (the "Amendment") is filed by iQSTEL Inc. for the fiscal year ended December 31, 2025. The primary purpose of this filing is strictly administrative, centering on the adoption of a mandatory Clawback Policy. Investors should note that this Amendment does not reflect any changes to the Company’s financial statements, results of operations, or business operations as originally reported. The financial integrity of the original filing remains intact, with no restatements or corrections required.
The adoption of the Clawback Policy marks a significant enhancement in the company's governance framework. Effective as of October 2, 2023, the policy applies to Incentive-Based Compensation received by Executive Officers on or after that date. In the event of an Accounting Restatement due to material noncompliance with financial reporting requirements, the Board is authorized to recover erroneously awarded compensation from executive officers. This policy covers the three completed fiscal years immediately preceding the date the company is required to prepare an Accounting Restatement. The policy explicitly prohibits the company from indemnifying Executive Officers against the loss of any erroneously awarded compensation, aligning management incentives with accurate financial reporting and offering investors an added layer of protection against accounting misstatements.
In addition to the policy adoption, the filing reaffirms the Company's current standing with regulatory bodies. iQSTEL Inc. confirms that it is not a shell company. Furthermore, the Company maintains its status as a "smaller reporting company" under the applicable SEC definitions. This classification influences the specific disclosure requirements and reporting obligations to which the Company is subject, allowing for scaled disclosures appropriate to its size and market profile. The implementation of the Clawback Policy demonstrates proactive compliance with evolving SEC mandates, specifically Rule 10D-1, ensuring that executive compensation structures are aligned with shareholder interests and financial accuracy.