What the changes say
- Auditors warn of going concern doubt as accumulated deficit reaches $43.3 million as of December 31, 2025.
What changed since the prior 10-K
New
- NewRisks Relating to Business and Financial Condition
Because the Company has identified that substantial doubt exists within their ability to continue as a going concern, there is an increased risk associated with an investment in our Company
Auditors issued a going concern warning as accumulated losses reached $43,276,006 and the company lacks formal financing commitments.
- NewRisks Relating to Business and Financial Condition
Our subsidiary GlobeTopper operates in a rapidly evolving digital payments and incentives market, and its business model may not continue to achieve market acceptance
GlobeTopper faces adoption and competition risks in the digital payments and incentives market.
- NewRisks Relating to Business and Financial Condition
Our subsidiary GlobeTopper relies on access to a large catalog of merchant brands, and the loss of key merchant relationships could materially impact its business
GlobeTopper relies on maintaining access to a catalog of over 4,000 merchant brands.
- NewRisks Related to the Market for our Securities
If our common stock were to be delisted from the Nasdaq Capital Market, we could become subject to the SEC’s “penny stock” rules, which could reduce the level of trading activity in our stock
Delisting from the Nasdaq Capital Market would subject our stock to SEC penny stock rules, reducing trading activity.
Dropped
- DroppedRisks Relating to Business and Financial Condition
Because our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our company
Prior going concern risk citing a $32.7 million deficit as of December 31, 2024.
- DroppedRisks Related to the Market for our Securities
Because we are subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced
Reworded
- 100% rewrittenRisks Related to the Market for our Securities
If a market for our common stock does not develop, stockholders may be unable to sell their shares
Updated to reflect Nasdaq listing status while warning of historically limited trading volume and potential volatility.
- 91% rewrittenRisks Related to Legal Uncertainty
As a smaller reporting company, we areexempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors
Added specific smaller reporting company thresholds and noted the loss of emerging growth company status.
Was: As a smaller reporting company and will be exempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors
- 75% rewrittenRisks Related to Legal Uncertainty
(v) Any other factors relevant to promoting or preserving public or community interests
Removed the sentence regarding the loss of emerging growth company status.
- 33% rewrittenRisks Relating to Business and Financial Condition
We have substantial revenue derived from customers outside of the United States, and we may lose revenues and market share due to exchange rate fluctuations and political and economic changes related to foreign business
Added specific mention of high traffic volumes routed to Asia, Africa, and Latin America.
Was: We have some revenue derived from customers outside of the United States, and we may lose revenues and market share due to exchange rate fluctuations and political and economic changes related to foreign business
- 32% rewrittenRisks Relating to Business and Financial Condition
We will need additional funds to complete further development of our business plan to achieve a sustainable level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us
Changed 'produce levels of revenue' to 'generate sufficient revenue' regarding financial needs.
- 29% rewrittenRisks Relating to Business and Financial Condition
Our products face intense competitive challenges, including rapid technological changes, and pricing pressure from competitors, which could adversely affect our business
Added language regarding low barriers to entry and the need to periodically reduce prices.
- 28% rewrittenRisks Relating to Business and Financial Condition
Our customers could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties in collecting our receivables
Updated customer concentration figures to show 37 customers representing 5.37% of the base accounted for 90% of 2025 revenues.
- 26% rewrittenRisks Relating to Business and Financial Condition
Because we have a limited operating history, you may not be able to accurately evaluate our operations
Added references to recent diversification into fintech and AI initiatives and managing rapid growth from acquisitions.
- 24% rewrittenRisks Relating to Our Securities
We have additional authorized, but unissued shares of our common stock that may be issued by us for any purpose without the consent or vote of our stockholders that would dilute stockholders’ percentage ownership of our Company
- 22% rewrittenRisks Relating to Our Securities
We do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock
Was: We do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock
All 39 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Business and Financial Condition
- 01Because the Company has identified that substantial doubt exists within their ability to continue as a going concern, there is an increased risk associated with an investment in our CompanyNew
- 02Because we have a limited operating history, you may not be able to accurately evaluate our operations26% rewritten
- 03We will need additional funds to complete further development of our business plan to achieve a sustainable level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us32% rewritten
- 04We may be unable to achieve some, all or any of the benefits that we expect to achieve from our plan to expand our operations
- 05As a growing Company, we have yet to achieve a profit and may not achieve a profit in the near future, if at all
- 06Our operations and performance depend significantly on global and regional economic conditions and adverse economic conditions can adversely affect our business, results of operations and financial condition
- 07We have substantial revenue derived from customers outside of the United States, and we may lose revenues and market share due to exchange rate fluctuations and political and economic changes related to foreign business33% rewritten
- 08We operate a global business that exposes us to currency, economic and regulatory risks
- 09Our global operations subject us to many different and complex laws and rules, and we may face difficulty in compliance
- 10The telecommunications industry is characterized by intense price competition, which has resulted in declines in both our average per-minute price realizations and our average per-minute termination costs
- 11Our subsidiary GlobeTopper operates in a rapidly evolving digital payments and incentives market, and its business model may not continue to achieve market acceptanceNew
- 12Our products face intense competitive challenges, including rapid technological changes, and pricing pressure from competitors, which could adversely affect our business29% rewritten
- 13Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall
- 14The termination of our carrier agreements and our inability to enter into new carrier agreements in the future could materially and adversely affect our ability to compete, which could reduce our revenues and profits
- 15Our subsidiary GlobeTopper relies on access to a large catalog of merchant brands, and the loss of key merchant relationships could materially impact its businessNew
- 16Our customers could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties in collecting our receivables28% rewritten
- 17We may fail to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions
- 18Our inability to operate our telecommunications networks because of the events listed above, even for a limited period, may result in loss of revenue, significant expenses, which could have a material adverse effect on our results of operations and financial condition
- 19If we are unable to successfully manage growth, our operations could be adversely affected
Risks Related to Legal Uncertainty
- 20We may be subject to securities litigation, which is expensive and could divert management attention
- 21We may be subject to tax and regulatory audits which could subject us to liabilities
- 22Changes in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely affect our business
- 23We may be subject to legal liability associated with providing online services or content
- 24Security breaches, denial of service attacks, or other hacking and phishing attacks on our systems or other security breaches, including internal security failures, could harm our reputation or subject us to significant liability, and adversely affect our business and financial results
- 25Provisions in the Nevada Revised Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions
- 26Nevada law and certain anti-takeover provisions of our corporate documents could entrench our management or delay or prevent a third party from acquiring us or a change in control even if it would benefit our shareholders
- 27(v) Any other factors relevant to promoting or preserving public or community interests75% rewritten
- 28As a smaller reporting company, we areexempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors91% rewritten
- 29If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common shares
- 30Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
- 31Deficiencies in disclosure controls and procedures and internal control over financial reporting could result in a material misstatement in our financial statements
Risks Relating to Our Securities
- 32We have the right to issue additional common stock and preferred stock without the consent of stockholders which would have the effect of diluting investors’ ownership and could decrease the value of their investment
- 33We have additional authorized, but unissued shares of our common stock that may be issued by us for any purpose without the consent or vote of our stockholders that would dilute stockholders’ percentage ownership of our Company24% rewritten
- 34We do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock22% rewritten
Risks Related to the Market for our Securities
- 35If a market for our common stock does not develop, stockholders may be unable to sell their shares100% rewritten
- 36The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control
- 37If our common stock were to be delisted from the Nasdaq Capital Market, we could become subject to the SEC’s “penny stock” rules, which could reduce the level of trading activity in our stockNew
- 38We will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted
- 39If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline
Other iQSTEL 10-Ks
- FY2024 10-K risk factors37 risks
The company faces going concern doubts with an accumulated deficit of $32,703,410. Operations rely heavily on international telecommunications markets and complex foreign regulations. Future growth depends on securing additional financing and integrating acquisitions.
Filed Mar 31, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.