IQSTEL Inc. issued a press release on October 26, 2026, announcing the close of the first financing tranche for its planned acquisition of a 51% controlling interest in Ultranet Telecom Group, structured as two-year senior secured, non-convertible promissory notes of up to $3 million.

Key Highlights

  • Financing structure: Up to $3 million in two-year senior secured, non-convertible promissory notes, carrying 18% annual interest paid monthly, amortizing in four equal semiannual installments of 25% of principal each.
  • Warrants issued: Pre-funded warrants to purchase up to 420,000 shares of common stock accompany the notes; shares issued on exercise are subject to a holding period.
  • Ultranet 2025 financials: Ultranet reported revenue of $130.9 million (up 30% from $100.9 million in 2024), $5.0 million in EBITDA, $4.6 million in net income, and $5.5 million in cash flow from operations, on a 100% basis.
  • Consolidated EBITDA target: According to the filing, IQSTEL expects Ultranet to bring the company to approximately $9 million in annualized adjusted EBITDA and to make it cash-flow positive on a consolidated basis.
  • Microdrama outreach: IQSTEL Digital is in commercial outreach with seven mobile operators serving approximately 93 million subscribers; no operator distribution agreements have been executed to date.
  • Transaction timeline: The company expects to execute the Share Purchase Agreement in November 2026 and is targeting closing in the middle of the first quarter of 2027, subject to customary closing conditions.

IQSTEL's Ultranet Financing Terms and West Africa Acquisition Plan

According to the press release, IQSTEL Inc. (NASDAQ:IQST) closed the first financing tranche for its planned acquisition of a 51% controlling interest in Ultranet Telecom Group. The financing consists of two-year senior secured, non-convertible promissory notes of up to $3 million, together with pre-funded warrants to purchase up to 420,000 shares of common stock. The company disclosed that the notes bear 18% annual interest paid monthly and are structured to amortize in four equal semiannual installments, with 25% of principal payable every six months over the two-year term. IQSTEL stated it expects principal payments to be funded by positive cash flow following the acquisition. Full terms are to be set out in a Current Report on Form 8-K to be filed with the SEC.

Ultranet is headquartered in Accra, Ghana, and provides international telecom and messaging services across six West African markets: Nigeria, Cote d'Ivoire, Ghana, Burkina Faso, Mali, and Senegal, supported by exclusive international SMS gateway agreements with African mobile operators. The filing states Ultranet's 2025 revenue grew 30% to $130.9 million from $100.9 million in 2024, and that figures are shown on a 100% basis since IQSTEL is acquiring a 51% interest. Ultranet's EBITDA, described as a non-GAAP measure, was $5.0 million; net income was $4.6 million; and cash flow from operations was $5.5 million, with the filing noting that cash flow from operations excludes owner drawings that will not continue after the acquisition.

The filing also describes IQSTEL Digital's microdrama subscription service, built with IDILIO TV, a Colombian platform for short, vertical, Spanish-language serialized dramas. The company disclosed it is in commercial outreach with seven mobile operators serving approximately 93 million subscribers and has set a 2027 operating objective of 300,000 active paid monthly subscriptions. The filing explicitly states that assumed pricing of $4 to $6 per month and an illustrative profit contribution of $0.50 to $1.00 per subscription per month "are illustrative and are not guidance," and that no operator distribution agreements have been executed to date. The filing contains forward-looking statements subject to the company's cautionary language under the Private Securities Litigation Reform Act of 1995.

What Was Disclosed

IQSTEL disclosed the closing of a $3 million non-convertible note financing to fund its planned 51% acquisition of Ultranet Telecom Group, provided Ultranet's 2025 audited financials, outlined note terms and repayment structure, and described the status of its microdrama Digital Services initiative.