Current Report Filing (8-k)
27 April 2022 - 01:16AM
Edgar (US Regulatory)
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2022-04-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 21, 2022
iQSTEL Inc.
(Exact name of registrant as specified in its charter)
Nevada |
000-55984 |
45-2808620 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification
No.) |
|
|
300 Aragon Avenue,
Suite 375
Coral Gables,
FL
33134
|
33134
|
(Address of principal executive offices) |
(Zip
Code) |
Registrant’s telephone number, including area code:
(954)
951-8191
________________________________________________
(Former name or former address, if changed since last report)
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425) |
|
|
[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [
]
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 13(a) of the Exchange
Act. [ ]
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As
previously reported, on November 18, 2021, we entered into a
Memorandum of Understanding (“MOU”) with Jose Ramon Olivar and
Eduardo Borrero (together, “Seller”) concerning the contemplated
sale by Seller and the purchase by us of 51% of the membership
interests Seller holds in Smartbiz Telecom LLC (the “Company”).
On
April 21, 2021, in furtherance of the MOU, we entered into a
Purchase Agreement with Seller concerning the sale by Seller and
the purchase by us of 51% of the membership interests Seller holds
in the Company.
The
Company is a Florida Corporation which provides telecommunication
services, dedicated to VoIP business for wholesale and retail
markets.
Pursuant to the Purchase Agreement, the closing of the purchase of
the 51% membership interests shall be no later than May 1, 2022.
The purchase price for the acquisition shall be $1,800,000 and
shall consist of $800,000 in cash and $1,000,000 in our common
stock to Seller, which amounts to 2,378,059 shares of common
stock.
Seller shall have an additional right to request that we buy
additional membership interests of the Company up to 8% membership
interests at a total cost to us of $400,000 if certain net income
goals are met by September 30 and December 31 as stated under the
Purchase Agreement.
The
Purchase Agreement contains customary representations and
warranties of the parties, including, among others, with respect to
corporate organization, capitalization, corporate authority,
financial statements and compliance with applicable laws. The
representations and warranties of each party set forth in the
Purchase Agreement were made solely for the benefit of the other
parties to the Purchase Agreement, and investors are not
third-party beneficiaries of the Purchase Agreement. In addition,
such representations and warranties (a) are subject to materiality
and other qualifications contained in the Purchase Agreement, which
may differ from what may be viewed as material by investors, (b)
were made only as of the date of the Purchase Agreement or such
other date as is specified in the Purchase Agreement and (c) may
have been included in the Purchase Agreement for the purpose of
allocating risk between the parties rather than establishing
matters as facts. Accordingly, the Purchase Agreement is included
with this filing only to provide investors with information
regarding the terms of the Purchase Agreement, and not to provide
investors with any other factual information regarding any of the
parties or their respective businesses.
The
foregoing description of the Purchase Agreement is not complete and
is qualified in its entirety by reference to the text of such
document, which is filed as Exhibit 2.1 hereto and which is
incorporated herein by reference.
SECTION 9 –
Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
iQSTEL Inc.
/s/ Leandro
Iglesias
Leandro Iglesias
Chief Executive Officer
Date
April 26, 2022
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