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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of earliest event reported: October 30, 2026
KonaTel,
Inc.
(Exact
name of registrant as specified in its charter)
N/A
(Former
name or address, if changed since last report)
| Delaware |
|
001-10171 |
|
80-0973608 |
(State
or Other Jurisdiction
Of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
500
N. Central Expressway, Suite 500
Plano,
Texas 75074
(Address
of Principal Executive Offices, Including Zip Code)
(214)
323-8410
(Registrant’s
Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| ☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section
8 - Other Events
Item
8.01. Other Events.
Effective
October 30, 2026, which is the date of this Current Report, the Company, though its transfer and registrar agent, Pacific Stock Transfer
Company of Las Vegas, Nevada, transferred 98,600 shares of its common stock held of record in the names of 490 shareholders as “Unclaimed
Property” to the Texas Comptroller of Public Accounts, Unclaimed Property Division, Account Number 8516-7296. These shares
were initially issued between 1986 and 1988; and with the exception of three holders of 400 shares each, the remaining shareholders held
200 shares of record. To the best knowledge of the Company and its legal counsel, none of these shareholders has contacted the Company
since their initial respective issuances. Further information about how these round lots of shares became to be issued is contained in
the 14C Definitive Information Statement of the Company regarding a recapitalization of the Company filed with the United States Securities
and Exchange Commission (the “SEC”) on November 28, 2006, which can be accessed by Hyperlink in Section – 9 Financial
Statements and Exhibits, in Item 9.01, below.
It
is the intention of the Company to file a Form 15 with the SEC to deregister its shares under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), following the filing of Post-Effective Amendments to its three (3) filed S-8
Registration Statements, Registration Nos. 333-259053, 333-266052 and 333-275957 (the “S-8 Registration Statements”),
to withdraw the registration of all unissued shares registered in these Registration Statements filed in connection with the Company’s
2018 Incentive Stock Option Plan (the “2018 ISO Plan”), amounting to an aggregate total of 5,850,000 shares to
be withdrawn of the total registered shares under the 2018 ISO Plan of 7,848,120 shares in these S-8 Registration Statements.
Presently, there are 2,176,666 vested shares under the 2018 ISO Plan, the exercise prices of which are currently all “out of the
market.” With the withdrawal of all registered shares under the Company’s S-8 Registration Statements, any future
exercise of any remaining granted or vested shares under the 2018 ISO Plan will result in the issuance of “restricted securities”
as defined in SEC Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), to any exercising
option holder.
It
is the further intention of the Company to apply for listing as an “Alternative Reporting Company” under the “OTCID
Tier” of the OTC Markets Group, Inc. (the “OTC Markets”), and to continue to file timely quarterly and annual reports
and other filings required under the regulations of the OTC Markets, commencing with its Quarterly Report for the quarter ended September
30, 2026.
The
Company is taking these actions to save approximately $250,000 in annual legal and auditing costs of a “Fully Reporting Company”
while the Company accelerates expansion of its CPaaS (“Communications Platform as a Service”) based services, including the
expansion of its recently deployed POTS (“Plain Old Telephone Service”) service developed as a national replacement for millions
of legacy copper-wire POTS lines undergoing an accelerated retirement by the nation’s leading wireline carriers, including AT&T,
Lumem, and Verizon. It is also the Company’s intention to return to being a Fully Reporting Company following this sales expansion
effort and at such time as the Company’s Board of Directors determines that the costs associated with being a Fully Reporting Company
are a prudent use of capital.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
Exhibits
incorporated herein by reference:
14C Definitive Information Statement of the Company filed with the SEC on November 28, 2006.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
KonaTel,
Inc. |
| |
|
| Date:
November 5, 2026. |
By: |
/s/
D. Sean McEwen |
| |
|
D.
Sean McEwen |
| |
|
Chairman,
Chief Executive Officer and Director |
