8-K: iQSTEL to Sell itsBChain Stake to Accredited Solutions, Plans Shareholder Dividend

iQSTEL Inc. has signed a non-binding MOU to sell its 75% equity interest in itsBChain, LLC to Accredited Solutions, Inc. (ASII) for $1 million, with plans to distribute ASII common shares as a dividend to iQSTEL shareholders.

Summary

• iQSTEL Inc. has entered into a non-binding Memorandum of Understanding (MOU) with Accredited Solutions, Inc. (ASII) for the potential sale of its 75% equity interest in itsBChain, LLC.
• The proposed transaction involves ASII paying iQSTEL $1 million for the stake.
• The payment will be structured as $500,000 in restricted preferred shares of ASII and $500,000 in restricted common shares of ASII.
• iQSTEL intends to distribute the ASII common shares to its shareholders as a dividend.
• iQSTEL will retain a 1% lifetime royalty on itsBChain's total sales.
• iQSTEL acknowledges a remaining investment commitment of $65,000 related to itsBChain, to be paid in monthly installments of $2,500.
• The parties aim to execute a definitive Purchase Agreement by July 1, 2025.
• ASII will evaluate the potential sale of some of its assets to iQSTEL.
• The agreement includes a $250,000 penalty clause if ASII fails to complete the purchase.

Sentiment

Score: 7

Explanation: The announcement is generally positive, highlighting the profitable sale of a non-core asset and the distribution of dividends to shareholders. However, the non-binding nature of the MOU and the reliance on ASII's shares introduce some uncertainty.

Positives

• iQSTEL is monetizing a pre-revenue subsidiary for $1 million, exceeding its total investment in the subsidiary.
• The transaction strengthens iQSTEL's financial position and allows it to focus on high-growth, high-margin sectors.
• Shareholders are set to receive ASII common shares as a dividend.
• iQSTEL retains a 1% lifetime royalty on itsBChain's total sales, ensuring continued long-term value.
• The agreement includes a $250,000 penalty clause for non-performance by ASII.

Negatives

• The MOU is non-binding and subject to due diligence and the execution of a definitive Purchase Agreement.
• iQSTEL will receive ASII shares, which are subject to the performance and market valuation of ASII.
• iQSTEL acknowledges a remaining investment commitment of $65,000 related to itsBChain.

Risks

• The sale is contingent on ASII's successful due diligence on itsBChain.
• The definitive Purchase Agreement may not be executed by July 1, 2025, or at all.
• The value of ASII shares received as consideration may fluctuate.
• The distribution of ASII shares as dividends is subject to regulatory and corporate approvals.
• The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.

Future Outlook

iQSTEL aims to strengthen its core business in Telecom, Fintech, AI, and Cybersecurity and is actively pursuing potential acquisitions, strategic partnerships, and corporate realignments to strengthen its valuation and market positioning, ensuring a successful transition to a major national exchange this year.

Management Comments

• Leandro Iglesias, President & CEO of iQSTEL, stated, 'We are profitably monetizing a non-core subsidiary, strengthening our balance sheet, and simultaneously rewarding our shareholders by distributing a significant portion of the proceeds.'

Industry Context

This announcement reflects a trend of companies streamlining their portfolios to focus on core competencies and high-growth sectors. The acquisition of itsBChain aligns with ASII's expansion strategy in the blockchain and digital finance sectors. The distribution of shares as dividends is a strategy to enhance shareholder value and participation.

Comparison to Industry Standards

• Comparable companies in the telecom and fintech space, such as Pareteum (now bankrupt) and Globalstar, have also explored strategic divestitures to streamline operations.
• The valuation of itsBChain at $1 million for a 75% stake is relatively small compared to larger blockchain acquisitions, but it is a beneficial transaction for iQSTEL as it exceeds their total investment.
• The distribution of shares as dividends is a common practice among publicly traded companies to reward shareholders, similar to dividend programs offered by companies like AT&T and Verizon.

Stakeholder Impact

• Shareholders will benefit from the distribution of ASII common shares as a dividend.
• The transaction strengthens iQSTEL's financial position, potentially benefiting employees and other stakeholders.
• ASII's acquisition of itsBChain may lead to new opportunities and growth for itsBChain's employees.

Next Steps

• Finalizing the Purchase Agreement with ASII by July 1, 2025.
• ASII completing its due diligence on itsBChain.
• iQSTEL distributing ASII common shares to its shareholders as a dividend.
• ASII registering the common shares in a resale offering filed with the SEC.
• iQSTEL pursuing potential acquisitions, strategic partnerships, and corporate realignments.

Key Dates

Keywords

iQSTEL, Accredited Solutions, itsBChain, sale, MOU, dividend, blockchain, shares, royalty, acquisition