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Exclusive Interview with Leandro Iglesias, CEO of IQSTEL, Inc. (Symbol: IQSTD) Regarding Global Technology Small Share Structure Positioned to Benefit Shareholder Value via NASDAQ Uplisting and Strong Revenue Growth Aimed at $1 Billion by 2027

Exclusive Interview with Leandro Iglesias, CEO of IQSTEL, Inc. (Symbol: IQSTD) Regarding Global Technology Small Share Structure Positioned to Benefit Shareholder Value via NASDAQ Uplisting and Strong Revenue Growth Aimed at $1 Billion by 2027

Yahoo22-05-2025

For more information on $IQST - $IQSTD visit: www.IQSTEL.com
NEW YORK, May 8, 2025 /PRNewswire/ -- IQSTEL Inc. (Symbol: IQSTD) is a U.S.-based multinational technology company in the final stages of becoming listed on Nasdaq. IQSTEL's mission is to empower lives by delivering essential, technology-driven solutions that meet modern human needs.
IQSTEL believes that in today's interconnected world, basic human aspirations—such as security, connection, opportunity, and growth—depend on reliable access to communication, financial tools, sustainable mobility, and intelligent services. Through its growing portfolio in telecommunications, fintech, cybersecurity, and AI, IQSTEL is building a platform that bridges the gap between innovation and inclusion, enabling people everywhere to thrive.
IQSTEL is strategically positioned to achieve $1 billion in revenue by 2027, driven by organic growth, targeted acquisitions, and the commercialization of innovative technology offerings.
IQSTEL Divisions and Offerings
Telecommunications Services Division (Communications):Delivers robust solutions including VoIP, SMS, International Fiber-Optic Connectivity, and new telecommunications technologies.
Fintech Division (Financial Freedom):Enables inclusive financial access with remittance services, mobile top-ups, a MasterCard debit card, U.S. bank accounts without SSN, and a secure mobile app designed for unbanked and underbanked populations.
Artificial Intelligence (AI) Services Division (Information and Content):Provides next-generation AI engagement tools (airwe.ai), including a white-label 3D virtual assistant interface that supports customer service, entertainment, and transactional experiences across web and voice platforms.
Cybersecurity Services:In partnership with Cycurion, IQSTEL now offers enterprise-grade cybersecurity, including 24/7 monitoring, threat detection, incident response, vulnerability assessments, and regulatory compliance solutions—supporting telecom and enterprise customers alike.
Strategic Developments
ItsBchain MOU – Value Creation for Shareholders:IQSTEL also signed an MOU to sell its blockchain-focused subsidiary ItsBchain to Accredited Solutions, Inc. (ASII). As part of this transaction, $500,000 worth of ASII shares will be distributed directly to IQSTEL shareholders, reinforcing the company's commitment to delivering tangible value and strategic returns to its investor base.
Strong Financial Results & Shareholder Value Growth:On March 31, IQSTEL published its 2024 Shareholders Letter, highlighting a year of exceptional financial performance and strategic progress. The company reported $283.2 million in revenue, reflecting a 95.9% year-over-year increase, and a revenue per share of $1.40, marking a 66.7% improvement from the prior year. Total assets surged to $79 million, a 257% increase, and stockholders' equity rose to $11.9 million, up 48% year-over-year. Most notably, stockholders' equity per share increased by 25.4%, reflecting IQSTEL's strong commitment to building long-term shareholder value. These milestones reinforce the company's scalable growth model and clear trajectory toward becoming a profitable, $1 billion revenue company by 2027.
On May 7th, 2025 IQSTEL CEO Leandro Iglesias sat down with Corporate Ads to conduct the following detailed interview for the benefit of IQST shareholders and other investors. This transcript is exclusive to the distribution of the Corporate Ads awareness program.
Corporate Ads: IQSTEL has now been set up with a small share structure that is very beneficial to investors. Currently the Company has an Outstanding Share count of about 2.6 million which makes the stock very lean and free to move significantly in response to buying pressure from the market. With the advantage of this responsive share structure do you expect IQSTEL stock value to appreciate more rapidly than similarly prices equities in response to reports of the Company's business plan success?
Leandro Iglesias: Absolutely. The current lean share structure—around 2.6 million outstanding shares—was intentionally designed as part of our reverse split strategy to enhance investor value and position the company for long-term growth. We believe a tight float may create a powerful dynamic where the stock would respond more efficiently to market demand and to the successful execution of our business plan.
As IQSTEL continues to deliver strong financial results, expands its high-margin service offerings, and advances toward a NASDAQ listing, we fully expect that any buying pressure could translate more directly into share price appreciation than in companies with bloated share structures.
This structure also aligns with our broader goal of attracting long-term, value-oriented investors, including institutions that appreciate the discipline behind maintaining a clean, high-integrity capital structure.
Corporate Ads: IQSTEL is being moved towards a NASDAQ uplisting from the OTC where the company's stock has been listed. NASDAQ offers higher investor visibility, company validation due to its higher listing requirements and a much broader base of potential investors with higher capital levels. When IQSTEL is awarded its NASDAQ listing, do you expect a major change in shareholder base size and investment power to develop?
Leandro Iglesias: Yes, we expect a significant shift in both the size and quality of our shareholder base once IQSTEL is listed on NASDAQ. Being on NASDAQ gives us global visibility and makes our stock accessible to a much broader pool of international investors—something that was strategically important to us.
About four years ago, we experienced a strong wave of investor interest from the UK, driven by the availability of our stock on local trading platforms. However, when UK brokers restricted access to OTC-listed stocks, that investor flow was cut off—even though demand for IQSTEL remained strong. This is a common issue internationally: for many people outside the U.S., buying an OTC stock is complicated or simply not allowed.
A NASDAQ listing changes that completely. It opens the door for thousands of people around the world who already know our brand, use our services, or do business with us to finally invest with ease.
In addition, many family offices, institutional investors, and funds have internal restrictions that prevent them from investing in OTC-listed or sub-$3 stocks. Simply by being listed on NASDAQ, we immediately qualify for inclusion in their watchlists, and we believe this would have a profound impact on our visibility and capital access.
This is exactly where our investment bank partner, Alliance Global Partners, will play a key role helping us communicate IQSTEL's growth strategy and $1 billion revenue vision to a global network of qualified investors, institutions, and strategic partners.
Corporate Ads: The IQSTEL move to NASDAQ is a direct listing, not raising capital as part of the uplisting because the Company already meets the required stockholders' equity requirement. This approach avoids dilution and preserves shareholder value. As a result, do you feel this make the IQSTEL listing a significantly better opportunity than other choices for NASDAQ investors?
Leandro Iglesias: Yes, we believe our NASDAQ direct listing represents a significantly better opportunity for investors compared to many traditional uplistings that involve immediate capital raises and accompanying dilution.
Our decision to pursue a direct listing was grounded in financial discipline and strategic intent. IQSTEL already meets the stockholders' equity requirement to list on NASDAQ without raising new capital. This strong position allowed us to move forward without adding a new financing round that could create additional pressure on the stock or dilute existing shareholders.
Importantly, IQSTEL has only one lender with convertible notes maturing in 2026. That gives us breathing room and eliminates short-term pressure to convert and sell—a common issue in companies using convertible debt to uplist. We've built a long-standing, stable relationship with this investor, who is fully aligned with our long-term vision of becoming a $1 billion revenue company.
In contrast to uplistings where new investors often enter just to flip shares post-listing, we've chosen to maintain control and protect shareholder value. Our structure ensures that new NASDAQ investors are coming into a clean, tightly managed cap table, free from overhang, and with leadership and investors focused on long-term growth—not short-term exits.
This strategy reflects our confidence in the business and our commitment to responsible growth. We believe it offers NASDAQ investors a more stable, high-quality entry point into a company with a proven platform and clear path to a potential significant upside.
Corporate Ads: For 2024 IQSTEL reported $283 million in revenue or $1.40 per share, yet market capitalization remains at only about 10% of that figure. Do you feel this clear undervaluation is largely due to a lower level of investor interest in OTC listed equities in general and, will be likely self-correcting as a result the upcoming NASDAQ uplisting?
Leandro Iglesias: Yes, we believe the current undervaluation of IQSTEL is largely due to the limitations of the OTC market, where most of the institutional investors generally do not participate and retail investor visibility is constrained. IQSTEL has simply outgrown the OTC—we've become too big and too operationally sophisticated for a market that doesn't reflect the full value of what we've built.
In 2024, IQSTEL reported $283 million in revenue, or $1.40 per share, yet our market capitalization remains at only about 10% of that figure. This kind of disconnect is not based on fundamentals—it's based on market structure. That's why we made the strategic decision to uplist to NASDAQ.
We are confident that, once listed on NASDAQ, we would gain the attention of institutional investors who have mandates that prohibit OTC investments, as well as a broader global retail audience that currently finds it difficult to access OTC stocks. IQSTEL has a very small float, which means even moderate interest from new investors could drive significant upward pressure on the stock, creating a powerful potential revaluation opportunity.
It's also important to note that telecom companies listed on national exchanges often trade at or above 1.0x revenue, even when some of them are not profitable and growing at modest rates.
IQSTEL, by contrast, is delivering an exceptional growth rate of 96% year-over-year, backed by a proven revenue base, a scalable global business platform, and improving profitability. These are fundamentals that we believe the market will price more accurately once we are listed on a national exchange like NASDAQ.
Corporate Ads: IQSTEL has already demonstrated track record of improving year over year across key operational financial metrics including revenue, gross profit, EBITDA, and assets while growing at a very impressive rate of 96% year-over-year. This performance demonstrates consistent execution and the scalability of its business model. Can you quote us some of the most important financial highlights that the Company has been able to report to date?
Leandro Iglesias: Yes, IQSTEL has already established a solid track record of consistent year-over-year improvement across all key operational metrics—including revenue, gross profit, EBITDA, and total assets—while maintaining a remarkable 96% year-over-year growth rate. This performance is a direct reflection of both scalable execution and a disciplined, resilient business model.
Some of the most important financial highlights we've reported to date include our Preliminary Q1 2025 results:
Net Revenue: $57.6 million, up 12% from $51.4 million in Q1 2024
Gross Profit: $1.93 million, a 40% increase from $1.38 million in Q1 2024
Gross Margin: Improved to 3.36%, up 25% from 2.68% in Q1 2024
Adjusted EBITDA (Telecom Division): $593,604
We also reported $98.8 million in revenue for Q4 2024, demonstrating strong momentum entering 2025. Historically, IQSTEL's second-half performance has significantly outpaced the first half, which gives us even more confidence in the growth ahead.
Beyond revenue and profitability, IQSTEL holds $79 million in assets—yet our market valuation continues to reflect only a small fraction of that. Even from a pure balance sheet perspective, the current valuation does not make sense. When you combine this with our operational performance, global business relationships, and upcoming NASDAQ listing, it becomes clear that the upside potential is not only compelling—it would be structural.
Corporate Ads: Comparable telecommunications and technology companies listed on NASDAQ and NYSE typically trade at revenue multiples starting at 1.0x, depending on factors such as growth outlook, profitability, market conditions, and industry subsector dynamics. How do you anticipate IQSTEL will perform for the balance of 2025 and beyond once the planned NASDAQ listing is achieved?
Leandro Iglesias: We believe IQSTEL is entering a transformational phase. Once the NASDAQ listing is achieved, we expect that the market will begin to value the company in line with other telecommunications and technology firms trading on national exchanges—where revenue multiples typically start at 1.0x, even for companies that are not profitable.
In contrast, IQSTEL is already delivering strong fundamentals: $283 million in revenue in 2024, a forecast of $340 million for 2025, growing gross margins, improving Adjusted EBITDA at the operating subsidiary level, and a solid asset base of $79 million. Yet, our valuation remains at just 0.07x revenue, highlighting a significant potential disconnect between market value and financial performance.
Looking ahead to the balance of 2025 and beyond, we expect:
Continued revenue growth as we execute on our $340 million forecast
Ongoing improvements in Adjusted EBITDA from our operating subsidiaries
Margin expansion through the introduction of high-tech, high-margin offerings
Greater visibility and credibility with global institutional and retail investors
Enhanced access to strategic, higher-quality acquisitions that will act as catalysts in our journey toward achieving $1 billion in annual revenue
Being on NASDAQ doesn't just improve visibility—it gives us the platform and reach to scale faster, attract better partners, and unlock long-term value that simply isn't available in the OTC environment.
Corporate Ads: The IQSTEL business platform reflects years of technological development, and commercial trust-building, securing interconnection agreements with the largest telecommunications networks worldwide. IQSTEL has successfully built a global network of reliable customers and vendors, exchanging hundreds of millions of dollars annually. What will it require to maintain and further grow the global business landscape that the Company has developed?
Leandro Iglesias: Maintaining and expanding IQSTEL's global business platform will require continued focus on technological execution, operational discipline, and long-term relationship management. However, it's important to emphasize that what we've built could be extremely difficult to replicate.
Our platform is the result of years of technical integration and commercial trust-building, including securing interconnection agreements with the world's largest telecom networks and establishing a global ecosystem of reliable customers and vendors, with hundreds of millions of dollars exchanged annually.
This high barrier to entry creates a foundation of stability in our operations. And from here, the opportunity is not just to maintain—it's to scale efficiently. Our model is highly scalable: we could nearly double current revenue without a proportional increase in operating expenses. This means that as we grow, a significant portion of the gross profit has the potential to flow directly to the bottom line, potentially enhancing EBITDA and net income at an accelerated pace.
In short, the infrastructure is already in place. Our focus now is on leveraging that foundation to deliver profitable growth, expand our portfolio of high-margin services, and maximize the return on the platform we've built.
Corporate Ads: IQSTEL has projected a strategic roadmap to reach $1 billion in annual revenue by 2027. With a diversified portfolio spanning telecom, AI, fintech, and cybersecurity, operations in over 20 countries, and a team of 100 highly motivated and committed professionals. Is this still a realistic goal and for the Company infrastructure currently in place?
Leandro Iglesias: yes, we believe reaching $1 billion in annual revenue by 2027 is not only realistic—it's a strategic target that becomes even more achievable once we are listed on NASDAQ.
With our current infrastructure—including a diversified portfolio spanning telecom, AI, fintech, and cybersecurity, operations across 20+ countries, and a team of 100 highly motivated and committed professionals—we have already laid the foundation for scalable growth.
Once on NASDAQ, the combination of:
Growing revenue (projected at $340 million in 2025),
Continued improvement in Adjusted EBITDA, and
Enhanced market visibility and credibilitycould drive a re-rating of our valuation toward industry benchmarks, where telecom and tech companies typically trade at revenue multiples starting at 1.0x.
Moreover, our tiny float creates a structure where any incremental investor interest could translate into exponential valuation momentum, especially as we continue to execute successfully and communicate our growth story more broadly to institutional investors.
So yes—with our platform in place and the NASDAQ listing as a catalyst, we view our $1 billion revenue goal as both realistic and within reach.
Corporate Ads: Thank you, Leandro Iglesias, President and CEO of IQSTEL. We look forward to speaking with you again in the future as all of your progress and plans move forward towards the goal of becoming a $1 billion company by 2027.
DISCLAIMER: https://corporateads.com/disclaimer/
Disclosure listed on the CorporateAds website
About IQSTEL Inc.
IQSTEL Inc. (OTCQX: IQSTD) is a multinational technology company offering cutting-edge solutions in Telecom, Fintech, Blockchain, Artificial Intelligence (AI), and Cybersecurity. Operating in 21 countries, IQSTEL delivers high-value, high-margin services to its extensive global customer base. IQSTEL projects $340 million in revenue for FY-2025, building on its strong business platform.
Use of Non-GAAP Financial Measures: The Company uses certain financial calculations such as Adjusted EBITDA, Return on Assets and Return on Equity as factors in the measurement and evaluation of the Company's operating performance and period-over-period growth. The Company derives these financial calculations on the basis of methodologies other than generally accepted accounting principles ("GAAP"), primarily by excluding from a comparable GAAP measure certain items the Company does not consider to be representative of its actual operating performance. These financial calculations are "non-GAAP financial measures" as defined under the SEC rules. The Company uses these non-GAAP financial measures in operating its business because management believes they are less susceptible to variances in actual operating performance that can result from the excluded items, other infrequent charges and currency fluctuations. The Company presents these financial measures to investors because management believes they are useful to investors in evaluating the primary factors that drive the Company's core operating performance and provide greater transparency into the Company's results of operations. However, items that are excluded and other adjustments and assumptions that are made in calculating these non-GAAP financial measures are significant components in understanding and assessing the Company's financial performance. These non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, the Company's GAAP financial measures. Further, because these non-GAAP financial measures are not determined in accordance with GAAP, and are thus susceptible to varying calculations, the non-GAAP financial measures, as presented, may not be comparable to other similarly-titled measures of other companies.
Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Adjusted EBITDA excludes, in addition to non-operational expenses like interest expenses, taxes, depreciation and amortization; items that we believe are not indicative of our operating performance, such as:
Change in Fair Value of Derivative Liabilities: These adjustments reflect unrealized gains or losses that are non-operational and subject to market volatility.
Loss on Settlement of Debt: This represents non-recurring expenses associated with specific financing activities and does not impact ongoing business operations.
Stock-Based Compensation: As a non-cash expense, this adjustment eliminates variability caused by equity-based incentives.
The Company believes Adjusted EBITDA offers a clearer view of the cash-generating potential of its business, excluding non-recurring, non-cash, and non-operational impacts. Management believes that Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors.
Safe Harbor Statement: Statements in this news release may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other information relating to our future activities or other future events or conditions. Words such as "anticipate," "believe," "estimate," "expect," "intend", "could" and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates, and projections about our business based partly on assumptions made by management. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully market our products and services; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our ability to complete complementary acquisitions and dispositions that benefit our company; our success establishing and maintaining collaborative, strategic alliance agreements with our industry partners; our ability to comply with applicable regulations; our ability to secure capital when needed; and the other risks and uncertainties described in our prior filings with the Securities and Exchange Commission.
These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may and are likely to differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release, and IQSTEL Inc. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.
For more information, please visit www.IQSTEL.com.
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Based on the work performed to date, we anticipate a non-cash impairment of goodwill in the first quarter of 2025 as a result of the decline in the Company's stock price and the reduction in its market capitalization relative to current book values. Beyond near-term market dynamics and The Foundation Year, we remain confident in the medium-term growth opportunities for Informa TechTarget, underpinned by innovation and growth in enterprise technology and the increasing demand for more efficient, data-driven B2B digital services. Combination Program: 2025 - The Foundation Year The Combination Program to successfully integrate the legacy companies is well underway, with all Executive and Senior Leadership appointments completed, and reporting lines and responsibilities confirmed. The restructuring of our sales organization has been accelerated, including a unified go-to-market strategy that prioritizes large customer accounts through dedicated service teams. Product strategy work is advancing well, including a repositioning of NetLine to the volume end of the market and re-shaping the Intelligence & Advisory portfolio to better meet evolving customer demand. In 2025, we are tracking well ahead of the Year 1 operating cost synergy target of $5m, with a high degree of confidence in our expectation to meet or beat the $45m overall run rate synergies targeted by Year 3 ($25m cost synergies and $20m profit benefit from revenue synergies). Our focus on combination and over-delivering on operating synergies gives us confidence in growing adjusted EBITDA in 2025, even with the relatively flat backdrop for revenues. Conference Call and Webcast The Company will discuss these financial results in a conference call on Wednesday, June 4, 2025 at 8:30 a.m. (Eastern Time) which will include brief remarks by management followed by questions and answers. Conference Call Dial-In Information: United States (Toll Free): 1-833-470-1428 United States: 1-404-975-4839 United Kingdom (Toll Free): +44 808 189 6484 United Kingdom: +44 20 8068 2558 Global Dial-in Numbers Access code: 566058 Please access the call at least 10 minutes prior to the time the conference is set to begin. Please ask to be joined into the Informa TechTarget call. Conference Call Webcast Information: This webcast can be accessed via Informa TechTarget's website at: Conference Call Replay Information: A replay of the conference call will be available via telephone beginning one (1) hour after the conference call through July 4, 2025 at 11:59 p.m. EDT. To hear the replay: United States (Toll Free): 1-866-813-9403 United States: 1-929-458-6194 Access Code: 693898 About Informa TechTarget TechTarget, Inc. (Nasdaq: TTGT), which also refers to itself as Informa TechTarget, informs, influences and connects the world's technology buyers and sellers, helping accelerate growth from R&D to ROI. With a vast reach of over 220 highly targeted technology-specific websites and over 50 million permissioned first-party audience members, Informa TechTarget has a unique understanding of and insight into the technology market. Underpinned by those audiences and their data, we offer expert-led, data-driven, and digitally enabled services that have the potential to deliver significant impact and measurable outcomes to our clients: Trusted information that shapes the industry and informs investment Intelligence and advice that guides and influences strategy Advertising that grows reputation and establishes thought leadership Custom content that engages and prompts action Intent and demand generation that more precisely targets and converts Informa TechTarget is headquartered in Boston, MA and has offices in 19 global locations. For more information, visit and follow us on LinkedIn. © 2025 TechTarget, Inc. All rights reserved. All trademarks are the property of their respective owners. Non-GAAP Financial Measures This release and the accompanying tables include a discussion of Adjusted EBITDA, Adjusted EBITDA Margin, Combined Company Adjusted EBITDA and Combined Company Adjusted EBITDA Margin, all of which are non-GAAP financial measures which are provided as a complement to results provided in accordance with GAAP. 'Adjusted EBITDA' means earnings before net interest, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation, other income and expenses such as asset impairment and impairment related to goodwill, and costs related to mergers, acquisitions or reduction in forces expenses, if any. 'Adjusted EBITDA Margin' means Adjusted EBITDA divided by Revenue. 'Combined Company Adjusted EBITDA' means earnings before net interest, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation, other income and expenses such as asset impairment and impairment related to goodwill, and costs related to mergers, acquisitions or reduction in forces expenses, if any. See Footnote 5 of the Company's Form 10-K for December 31, 2024 for the unaudited pro forma revenue and net loss. The items included in the calculation assume the acquisition of Former TechTarget had occurred on January 1, 2023. 'Combined Company Adjusted EBITDA Margin' means Combined Company Adjusted EBITDA divided by Combined Company Revenue. 'Combined Company Revenue' means revenue calculated as if the acquisition of Former TechTarget occurred on January 1, 2023. See Footnote of the Company's Form 10-K for December 31, 2024. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. In addition, our definitions of Adjusted EBITDA, Adjusted EBITDA margin, Combined Company Adjusted EBITDA and Combined Company Adjusted EBITDA Margin, may not be comparable to the definitions as reported by other companies. We believe that these measures provide relevant and useful information to enable us and investors to compare our operating performance using an additional measurement. We use these measures in our internal management reporting and planning process as primary measures to evaluate the operating performance of our business, as well as potential acquisitions. The components of Adjusted EBITDA and Combined Company Adjusted EBITDA include the key revenue and expense items for which our operating managers are responsible and upon which we evaluate their performance. Adjusted EBITDA is also used in presentations to our Board of Directors. Furthermore, we intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. A reconciliation of these non-GAAP measures to GAAP is provided in the accompanying tables, except that full reconciliations of certain forward-looking non-GAAP measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of certain significant items. These items include, but not limited to, acquisition and integration costs, amortization of intangible assets, restructuring and other expenses, asset impairment, and the income tax effect of these items. These items are uncertain, depend on various factors, including, but not limited to, our recent acquisition of Former TechTarget and could have a material impact on GAAP reported results for the relevant period. Cautionary Note Regarding Forward-Looking Statements This press release contains 'forward-looking statements'. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the transactions consummated on December 2, 2024 (the 'Closing Date') pursuant to the Agreement and Plan of Merger, dated as of January 10, 2024, among TechTarget Holdings Inc. (formerly known as TechTarget, Inc. ('Former TechTarget')), Informa TechTarget, Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc. (the 'Transactions'), such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of Informa TechTarget; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words 'may,' 'will,' 'should,' 'potential,' 'intend,' 'expect,' 'endeavor,' 'seek,' 'anticipate,' 'estimate,' 'overestimate,' 'underestimate,' 'believe,' 'plan,' 'could,' 'would,' 'project,' 'predict,' 'continue,' 'target,' or the negatives of these words or other similar terms or expressions that concern Informa TechTarget's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements. Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: unexpected costs, charges, or expenses resulting from the Transactions; uncertainty regarding the expected financial performance of Informa TechTarget; failure to realize the anticipated benefits of the Transactions, including as a result of integrating the Informa Tech Digital Businesses with the business of Former TechTarget; the ability of Informa TechTarget to implement its business strategy; difficulties and delays in Informa TechTarget achieving revenue and cost synergies; evolving legal, regulatory, and tax regimes; changes in economic, financial, political, and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics, geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administrations; Informa TechTarget's ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of Informa TechTarget's products and services; the impact of pandemics and future health epidemics and any related economic downturns on Informa TechTarget and the markets in which it and its customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and IT industries; data privacy and artificial intelligence laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including instability in the regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, rising inflation and interest rate fluctuations on the operating results of Informa TechTarget; and other matters included in Risk Factors of Informa TechTarget's Form 10-K for fiscal year 2024 (filed with the United States Securities and Exchange Commission (the 'SEC') on May 28, 2025) and other documents filed by Informa TechTarget from time to time with the SEC. This summary of risks and uncertainties should not be considered to be a complete statement of all potential risks and uncertainties that may affect Informa TechTarget. Other factors may affect the accuracy and reliability of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, Informa TechTarget's actual results of operations, financial condition and liquidity, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. Any forward-looking statements speak only as of the date of this press release. None of Informa TechTarget, its affiliates, advisors or representatives, undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements. TechTarget, Inc. d/b/a Informa TechTarget Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (in thousands, except share data) For the Years Ended December 31, 2024 2023 2022 As Restated As Restated Revenues 1 $ 284,897 $ 252,101 $ 197,094 Cost of revenues 1,2 (107,256 ) (98,826 ) (72,308 ) Gross profit 177,641 153,275 124,786 Operating expenses: Selling and marketing 2 62,593 55,300 38,828 General and administrative 1,2 79,029 66,888 48,982 Product development 2 11,420 11,060 7,944 Depreciation 1,614 895 620 Amortization, excluding amortization of $592, $51, $0 included in cost of revenues 48,018 42,152 21,545 Impairment of goodwill 66,235 139,645 — Impairment of long-lived assets 2,019 577 178 Acquisition and integration costs 1 48,258 6,069 9,789 Remeasurement of contingent consideration (22,436 ) (123,944 ) 8,000 Total operating expenses 296,750 198,642 135,886 Operating loss (119,109 ) (45,367 ) (11,100 ) Related party interest expense (17,740 ) (24,649 ) (10,760 ) Interest income 1 4,138 3,487 521 Other income (expense), net 3,313 (875 ) 197 Loss before income tax benefit (129,398 ) (67,404 ) (21,142 ) Income tax benefit 12,535 9,627 16,857 Net loss $ (116,863 ) $ (57,777 ) $ (4,285 ) Other comprehensive income (loss), net of tax: Foreign currency translation gain (loss) (1,192 ) (20,497 ) 42,775 Unrealized loss on short-term investments (118 ) — — Total comprehensive income (loss) $ (118,173 ) $ (78,274 ) $ 38,490 Net loss per common share: Basic $ (2.65 ) $ (1.39 ) $ (0.10 ) Diluted $ (2.65 ) $ (1.39 ) $ (0.10 ) Weighted average common shares outstanding: Basic 44,054,830 41,651,366 41,651,366 (1) Amounts include related party transactions as follows: Revenues 413 154 112 Cost of revenues 269 — — General and administrative 31,833 31,272 31,605 Interest income 3,999 3,487 493 Acquisition and integration costs 39,735 — — (2) Amounts include stock-based compensation expense as follows: Cost of revenues 92 — — Selling and marketing 833 — — General and administrative 1,416 1,198 914 Product development 54 — — Expand TechTarget, Inc. d/b/a Informa TechTarget Consolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 2024 2023 2022 As Restated As Restated Operating activities: Net loss $ (116,863 ) $ (57,777 ) $ (4,285 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,614 895 620 Amortization 48,610 42,203 21,545 Provision for bad debt 996 (893 ) (656 ) Operating lease expense 2,165 2,732 1,567 Stock-based compensation 2,395 1,198 914 Fair value adjustment to debt 2,120 — — Other (90 ) — — Deferred tax provision (16,306 ) (13,500 ) (21,115 ) Impairment of long-lived assets 2,019 577 178 Impairment of goodwill 66,235 139,645 — Gain (loss) on disposal of long-lived assets — 2 (51 ) Gain (loss) on disposal of intangibles (135 ) — — Gain (loss) on disposal of property, plant and equipment 28 — 40 Contingent consideration settlement (1,020 ) — — Remeasurement of contingent consideration (22,436 ) (123,944 ) 8,000 Net foreign exchange (gain)/loss (5,235 ) 1,059 28 Changes in operating assets and liabilities (net of the impact of acquisitions): Accounts receivable (2,817 ) 7,533 209 Prepaid expenses and other current and non-current assets (6,576 ) 2,296 (3,560 ) Related party receivables 336 (2,248 ) (148 ) Accounts payable (2,648 ) (3,334 ) 2,652 Income taxes payable 7,949 3,122 1,767 Accrued expenses and other current liabilities 4,760 (1,215 ) (6,728 ) Accrued compensation expenses 2,100 — — Operating lease liabilities with right of use (3,183 ) (2,709 ) (1,699 ) Contract liabilities 1,529 (8,366 ) (3,464 ) Other liabilities (1,400 ) 219 2,671 Related party payables (29,001 ) — 29,575 Net cash provided by (used in) operating activities (64,854 ) (12,505 ) 28,060 Investing activities: Purchases of property and equipment, and other capitalized assets (420 ) (2,589 ) (413 ) Purchases of intangible assets (6,339 ) (6,771 ) (2,951 ) Purchase of investments (289 ) — — Acquisitions of business, net of acquired cash (72,315 ) (47,830 ) (351,333 ) Net cash used in investing activities (79,363 ) (57,190 ) (354,697 ) Financing activities: Cash pool arrangements with Parent 23,950 43,749 (9,949 ) Contingent consideration settlement (3,980 ) — (2,760 ) Repayment of debt — — (42,590 ) Repayment of loans (213 ) — — Capital contribution from Parent 351,574 — — Net transfers from Parent 38,302 29,679 136,114 Proceeds from loans issued by Parent — — 250,213 Repayment of loans issued by Parent — — (713 ) Net cash provided by financing activities 409,633 73,428 330,315 Effect of exchange rate changes on cash and cash equivalents (222 ) (86 ) (202 ) Net increase in cash and cash equivalents 265,194 3,647 3,476 Cash and cash equivalents at beginning of year 10,789 7,142 3,666 Cash and cash equivalents at end of year $ 275,983 $ 10,789 $ 7,142 Supplemental disclosure of cash flow information: Cash paid for taxes by Parent $ 1,633 $ 3,039 $ 4,293 Cash paid for interest on related party loans $ 19,008 $ 25,194 $ 80 Schedule of non-cash investing and financing activities: Operating right-of-use assets obtained in exchange for new operating lease liabilities $ 226 $ 1,295 $ 423 Intangible asset purchases included in accrued expenses and other current liabilities $ 191 $ 78 $ 267 Debt capitalization through net parent investment $ 250,000 $ — $ — Loans capitalized through net parent investment $ 59,689 $ — $ — Capitalization of short-term debt $ 474,943 $ — $ — Common stock issued in connection with the acquisitions of business $ 592,707 $ — $ — $ 9,772 $ — $ — Expand TechTarget, Inc. d/b/a Informa TechTarget Combined Company Consolidated Statements of Operations (in thousands) Year Ended (Unaudited) Revenues $ 490,391 Cost of revenues (201,236 ) Gross profit 289,155 Operating expenses: Selling and marketing 155,018 General and administrative 111,981 Product development 22,253 Depreciation 2,661 Amortization, excluding amortization of $19,867 included in Cost of revenues 82,811 Impairment of goodwill 66,235 Impairment of long-lived assets 2,019 Acquisition and integration costs 42,187 Remeasurement of contingent consideration (22,436) Total operating expenses 462,769 Operating loss (173,573 ) Interest expense (2,299) Interest income 18,027 Interest on related party loans (17,740) Other income (expense), net 3,390 Loss before income tax benefit (172,194 ) Income tax benefit 6,199 Net loss $ (165,996 ) Note: The Combined Company Consolidated Statement of Operations presents Informa TechTarget's results of operations for the year ended December 31, 2024 as if the acquisition of Former TechTarget had occurred on January 1, 2023 and is not necessarily indicative of Informa TechTarget's operating results that may have actually occurred had the acquisition of Former TechTarget been completed on January 1, 2023. Expand TechTarget, Inc. d/b/a Informa TechTarget Reconciliation of Combined Company Net Income/(Loss) to Combined Company Adjusted EBITDA and Combined Company Net Income/ (Loss) Margin to Combined Company Adjusted EBITDA Margin (in thousands) Year Ended December 31, 2024 (Unaudited) Combined Company Net income/(loss) $ (165,996 ) Interest expense, net 2,011 Provision for income taxes (6,199 ) Depreciation and amortization 105,339 Combined Company EBITDA (64,845 ) Stock-based compensation expense 58,472 Impairment of goodwill 66,235 Impairment of long-lived assets 2,019 Remeasurement of contingent consideration (22,436 ) Acquisition and integration costs 42,187 Combined Company Adjusted EBITDA 81,632 Net income/(loss) margin (34 )% Combined Company Adjusted EBITDA margin 17 % Expand

ATAI Stock Alert: Halper Sadeh LLC is Investigating Whether the Merger of Atai Life Sciences N.V. is Fair to Shareholders
ATAI Stock Alert: Halper Sadeh LLC is Investigating Whether the Merger of Atai Life Sciences N.V. is Fair to Shareholders

Business Wire

time34 minutes ago

  • Business Wire

ATAI Stock Alert: Halper Sadeh LLC is Investigating Whether the Merger of Atai Life Sciences N.V. is Fair to Shareholders

NEW YORK--(BUSINESS WIRE)--Halper Sadeh LLC, an investor rights law firm, is investigating whether the merger of Atai Life Sciences N.V. (NASDAQ: ATAI) and Beckley Psytech Limited is fair to Atai shareholders. Halper Sadeh encourages Atai shareholders to click here to learn more about their legal rights and options or contact Daniel Sadeh or Zachary Halper at (212) 763-0060 or sadeh@ or zhalper@ The investigation concerns whether Atai and its board violated the federal securities laws and/or breached their fiduciary duties to shareholders by failing to, among other things: (1) obtain the best possible consideration for Atai shareholders; and (2) disclose all material information necessary for Atai shareholders to adequately assess and value the merger consideration. On behalf of Atai shareholders, Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures and information concerning the proposed transaction, or other relief and benefits. We would handle the action on a contingent fee basis, whereby you would not be responsible for out-of-pocket payment of our legal fees or expenses. Halper Sadeh LLC represents investors all over the world who have fallen victim to securities fraud and corporate misconduct. Our attorneys have been instrumental in implementing corporate reforms and recovering millions of dollars on behalf of defrauded investors. Attorney Advertising. Prior results do not guarantee a similar outcome.

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