ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
During December 2019, we have engaged in certain restructuring efforts, described further herein, under some of our outstanding convertible promissory notes.
Forbearance Agreements
Starting on December 12, 2019, we entered into agreements with four lenders to forebear converting their notes into our common stock and to extend the prepayment date under the notes in exchange for monetary consideration. The following shows the issuance date of the notes, the principal amounts for each, the payments we made to forbear conversions and the new expiration date for prepayments. The payment we made under the first note described below (issuance dated June 13, 2019) worked as a partial payment towards the principal amount of the note. All other payments did not count towards the principal amounts of the notes.
Issuance Date
|
Principal Amount
|
Consideration Paid
|
New Prepayment
Deadline/Start of
Conversions
|
June 13, 2019
|
$53,000
|
$53,000
|
March 5, 2020
|
March 12, 2019
|
$120,000
|
$10,000; $12,500 due by 1/15/2020
|
March 1, 2020
|
July 22, 2019
|
$112,750
|
$20,000 due by 1/20/2020
|
March 5, 2020
|
July 23, 2019
|
$125,000
|
$10,000 due by 1/19/2020
|
March 5, 2020
|
The foregoing description of the agreements, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the agreements, which are included in this Current Report as Exhibits 10.1 through 10.4, respectively, and are incorporated herein by reference.
Amendments to Notes
On December 24, 2019, we entered into several amended convertible promissory notes with various lenders in preparation for a consolidation of such debt. The current status of the notes are described below.
The amendments revised the conversion price to the lesser of (i) 40% of the lowest trading price during the 20 days before the issuance of the Notes, and (ii) 40% of the lowest trading price during the 30 days before conversion of the notes. No other changes were made to the notes.
Issuer
|
Principal Amount
|
Issuance Date
|
Outstanding Amount
as of
December 24, 2019
|
iQSTEL Inc.
|
$132,000
|
March 20, 2019
|
$153,902.80
|
iQSTEL Inc.
|
$38,500
|
May 13, 2019
|
$40,263.62
|
iQSTEL Inc.
|
$38,500
|
May 13, 2019
|
$40,263.62
|
iQSTEL Inc.
|
$38,500
|
May 13, 2019
|
$40,263.62
|
iQSTEL Inc.
|
$44,000
|
June 3, 2019
|
$46,951.01
|
iQSTEL Inc.
|
$60,000
|
June 5, 2019
|
$60,000.00
|
iQSTEL Inc.
|
$38,500
|
June 27, 2019
|
$40,018.90
|
The foregoing description of the amended notes, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the notes, which are included in this Current Report as Exhibits 4.1 through 4.7, respectively, and are incorporated herein by reference.
Consolidation of Notes
On December 24, 2019, a third party lender purchased the seven notes indicated in the subsection above titled “Amendments to Notes”.