IQST · iQSTEL Inc.

IQSTEL Inc. entered into an Equity Purchase Agreement and Registration Rights Agreement with M2B Funding Corp., establishing a committed equity facility allowing the company to sell up to $50 million of its common stock over a period of up to 60 months. This financing structure provides the company with flexible access to capital, subject to certain limitations including a daily draw cap of $500,000 and an Exchange Cap restricting total issuance to 19.99% of outstanding shares unless stockholder approval is obtained. The pricing mechanism is based on a discount of 6% to the lowest daily volume-weighted average price (VWAP) during a six-trading-day valuation period, which is typical for this type of financing but may result in dilution at a discount to market prices. In exchange for the commitment, the company issued $1 million worth of commitment shares, half at execution and half deferred for 12 months, which are subject to a 20% daily volume leak-out restriction. The company is obligated to file a resale registration statement on Form S-1 within 90 days and have it declared effective within 180 days, with liquidated damages provisions for delays. The initial commitment shares were issued in reliance on Section 4(a)(2) and Rule 506(b) of Regulation D, indicating a private placement to an accredited investor. This transaction provides the company with a potential source of funding for general corporate purposes but carries significant dilution risks for existing shareholders depending on the frequency and volume of shares sold under the agreement.