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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: April 16, 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 202
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
7 - Regulation FD
Item
7.01 Regulation FD Disclosure.
See
Item 9.01, Exhibit 99.
The
information contained in this Item 7.01 and in Exhibit 99 is being furnished, and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to liability under such Section 18. Furthermore, the information contained in this Item 7.01 and in Exhibit 99 shall not be deemed
to be incorporated by reference into our filings under the Securities Act of 1933, as amended (the “Securities Act”), or
the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 99 |
|
Press
Release dated April 16, 2026. |
| 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:
April 16, 2026. |
By: |
/s/
D. Sean McEwen |
| |
|
D.
Sean McEwen |
| |
|
Chairman,
Chief Executive Officer and Director |
Exhibit
99
KonaTel
Reports Fiscal Year 2025 Results
Positioned
for Hosted Services Growth in 2026 and Beyond
DALLAS,
April 16, 2026 — KonaTel, Inc. (OTCQB: KTEL) (www.konatel.com), a voice/data communications holding company, today
announced financial results for the year ended December 31, 2025.
Full
Fiscal Year 2025 Financial Highlights (2025 vs. 2024)
| ● | Revenues
of $8.5 million compared to $15.5 million for the year ended December 31, 2024. The decrease
in revenue was due to fewer activations within the Company’s Mobile Services segment
as a result of reduced government subsidized revenues due to the cancellation of the Affordable
Connectivity Program (the “ACP”) on June 1, 2024. |
| ● | Gross
profit of $2.61 million or 30.9% gross profit margin compared to $3.41 million for the year
ended December 31, 2024, or 22.0% gross profit margin. The increase in gross profit margin
percentage was directly related to a focus on higher margin product offerings during the
year. |
| ● | GAAP
net loss $(2.6) million, or $(0.06) per diluted share, compared to net income $4.8 million,
or $0.11 per diluted share, in the year ended December 31, 2024, which includes the IM Telecom
49% ownership sale. |
| ● | Non-GAAP
net loss of $(2.5) million, or $(0.06) per diluted share, compared to a non-GAAP net loss
of $(3.6) million, or $(0.08) per diluted share, in the year ended December 31, 2024,
which excludes the proceeds from the IM Telecom 49% ownership sale in 2024. |
| ● | Cash
and cash equivalents declined from $1.7 million in 2024 to $704,867 as of December 31, 2025. |
Quarterly
Financial Highlights (Q4 2025 vs. Q4 2024)
| ● | Revenues
of $1.97 million, a decrease of 17.0% compared to $2.38 million. This decrease was directly
related to the decline in government subsidized revenues within the Mobile Services segment. |
| ● | Gross
profit was $721,040 or 36.6% gross profit margin, compared to $677,723, or 28.5% gross profit
margin. The increase in gross profit was directly related to a decrease in customer acquisition
costs and a focus on higher margin product offerings. |
| ● | Total
operating expenses decreased from $1.8 million in Q4 2024, compared to $1.2 million in Q4
2025. This decrease was due primarily to decreases in payroll and application development
costs. |
| ● | GAAP
net loss was $(496,765), or $(0.01) per diluted share compared to $(1.3) million, or $(0.03)
per diluted share. The loss for the three months ended December 31, 2025, was impacted by
reduced total operating expenses. |
| ● | Non-GAAP
net income was $259,171, or $0.01 per diluted share, compared to non-GAAP net loss of $(113,082),
or $(0.00) per diluted share. This improvement came primarily from a decline in stock-based
compensation and legal expenses in Q4 of 2025. |
Sean
McEwen, Chairman and CEO of KonaTel stated, “Ending in late 2024 and throughout 2025, we dedicated substantial software development
resources to expand our recurring revenue, hosted services telecommunications platform to include a variety of enhanced and new wholesale
services. As previously discussed, we have focused our primary development effort on the expansion of our cellular-based wholesale POTS
(“Plain Old Telephone Service”) solution.
“We
continue to monitor the FCC’s Lifeline reform, which started to accelerate in Q1-2026. When complete, we will evaluate our Lifeline
opportunities at that time. In the meantime, we spent 2025 on initial deployment of our POTS service, including the development of logistical
processes and a national installation/deployment solution tailored specifically for the reseller market. After installation, we collect
monthly recurring revenue which we expect to last for many years as these types of commercial communication lines have very little churn.
“We
now support over 700 installations through our wholesale partner network. Now that we have validated our recurring revenue model, we
plan to substantially expand our base throughout 2026 and beyond.
“From
the FCC and industry reports, at the start of 2025, there were estimated to be approximately 40 million traditional (i.e., “copper
wire”) POTS lines in the USA. Of those 40 million lines, about 22 million were estimated to support commercial solutions, including
elevator phones, monitoring systems, fire alarms, point-of-sale, and other systems that require analog access to the national telephone
network.
McEwen
continued, “After the FCC deregulated mandatory POTS support in 2019, wireline carriers and resellers started to shift their POTS
customers to alternative non-wireline solutions. In fact, in January 2026, AT&T announced that it received FCC approval to terminate
approximately 30% of its national copper-wire voice network by the end of this year. With the advent of POTS replacement services, like
ours, carriers and resellers are more aggressively moving their customers to new internet/wireless based POTS solutions before portions
of the national copper wire voice network are discontinued and negatively impact their clients.
“With
national wireline carriers, including AT&T, Lumen, and Verizon signaling retirement of their copper-wire voice networks through the
end of the decade, along with over 2,000 national Competitive Local Exchange Carriers (CLECs”) and wireline resellers that need
to replace copper wire POTS lines, the opportunity to capture a meaningful portion of the POTS replacement market will continue to accelerate.
McEwen
concluded, “Rather that pursuing end-user opportunities (i.e., one customer at a time), our wholesale POTS marketing approach is
based on customized partnerships with national CLECs and wireline resellers who bring us large scale deployments. We believe this strategy
gives a competitive advantage and the fastest path to growth.”
About
KonaTel
KonaTel
provides a variety of retail and wholesale telecommunications services including mobile voice/text/data service supported by national
U.S. mobile networks, mobile numbers, SMS/MMS services, IoT mobile data service, and a range of hosted cloud services. KonaTel’s
subsidiary, Apeiron Systems (www.apeiron.io), is a global cloud communications service provider employing a dynamic “as
a service” (“CPaaS/UCaaS/CCaaS/PaaS”) platform. Apeiron provides voice, messaging, SD-WAN, and platform services using
its national cloud network. All Apeiron’s services can be accessed through legacy interfaces and rich communications Application
Programming Interfaces (“APIs”). KonaTel’s other 51% owned subsidiary, IM Telecom, dba “Infiniti Mobile”
(www.infinitimobile.com), is an FCC authorized wireless Lifeline carrier with an FCC approved wireless Lifeline Compliance Plan,
authorized to provide government subsidized cellular service to low-income American families. KonaTel is headquartered in Plano, Texas.
Safe
Harbor Statement
This
Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not a guarantee of future performance or results
and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking
statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties
and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information
expressed or implied by the forward-looking statements in this Press Release. This Press Release should be considered in light of the
disclosures contained in the filings of KonaTel and its “forward-looking statements” in such filings that are contained in
the EDGAR Archives of the SEC at www.sec.gov.
Contacts
D.
Sean McEwen
inquiries@konatel.com
—
Tables Follow –
KonaTel,
Inc.
Consolidated
Balance Sheets
| | |
December
31, 2025 | | |
December
31,2024 | |
| | |
| | |
(Restated) | |
| Assets | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash and Cash Equivalents | |
$ | 704,867 | | |
$ | 1,679,345 | |
| Accounts Receivable, Net | |
| 284,167 | | |
| 1,533,015 | |
| Inventory, Net | |
| 272,229 | | |
| 163,063 | |
| Prepaid Expenses | |
| 109,442 | | |
| 94,496 | |
| Other Current Assets | |
| 15,063 | | |
| 112,170 | |
| Total Current Assets | |
| 1,385,768 | | |
| 3,582,089 | |
| | |
| | | |
| | |
| Property and Equipment, Net | |
| 4,453 | | |
| 15,128 | |
| | |
| | | |
| | |
| Other Assets | |
| | | |
| | |
| Intangible Assets, Net | |
| 634,251 | | |
| 634,251 | |
| Right of Use Asset | |
| 217,432 | | |
| 319,549 | |
| Notes Receivable | |
| 150,000 | | |
| 1,000,000 | |
| Other Assets | |
| 72,375 | | |
| 74,328 | |
| Total Other Assets | |
| 1,074,058 | | |
| 2,028,128 | |
| Total Assets | |
$ | 2,464,279 | | |
$ | 5,625,345 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts Payable and Accrued Expenses | |
$ | 1,668,244 | | |
$ | 2,277,597 | |
| Right of Use Operating Lease Obligation - Current | |
| 51,736 | | |
| 113,740 | |
| Income Tax Payable | |
| 184,051 | | |
| 184,051 | |
| Total Current Liabilities | |
| 1,904,031 | | |
| 2,575,388 | |
| | |
| | | |
| | |
| Long Term Liabilities | |
| | | |
| | |
| Right of Use Operating Lease Obligation - Long Term | |
| 176,043 | | |
| 227,776 | |
| Total Long Term Liabilities | |
| 176,043 | | |
| 227,776 | |
| Total Liabilities | |
| 2,080,074 | | |
| 2,803,164 | |
| Commitments and Contingencies | |
| | | |
| | |
| Stockholders’ Equity | |
| | | |
| | |
| Common stock, $.001 par value, 50,000,000 shares authorized 43,979,064
outstanding and issued at December 31, 2025 and 43,503,658 outstanding and issued at December 31, 2024 | |
| 43,979 | | |
| 43,504 | |
| Additional Paid In Capital | |
| 10,424,369 | | |
| 10,215,767 | |
| Accumulated Deficit | |
| (10,084,143 | ) | |
| (7,437,090 | ) |
| Total Stockholders’ Equity | |
| 384,205 | | |
| 2,822,181 | |
| Total Liabilities and Stockholders’ Equity | |
$ | 2,464,279 | | |
$ | 5,625,345 | |
KonaTel,
Inc.
Consolidated
Statements of Operations
| | |
Years
Ended December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
(Restated) | |
| Revenue | |
$ | 8,452,885 | | |
$ | 15,503,251 | |
| Cost of Revenue | |
| 5,840,675 | | |
| 12,088,944 | |
| Gross Profit | |
| 2,612,210 | | |
| 3,414,307 | |
| | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | |
| Payroll and Related Expenses | |
| 3,090,237 | | |
| 4,317,814 | |
| Stock Option Expense | |
| 126,578 | | |
| 992,735 | |
| Operating and Maintenance | |
| 8,082 | | |
| 6,086 | |
| Credit Loss | |
| 43,558 | | |
| 1,448 | |
| Professional and Other Expenses | |
| 708,781 | | |
| 1,646,755 | |
| Utilities and Facilities | |
| 177,946 | | |
| 210,438 | |
| Depreciation and Amortization | |
| 10,525 | | |
| 9,056 | |
| General and Administrative | |
| 292,582 | | |
| 213,149 | |
| Marketing and Advertising | |
| 13,580 | | |
| 99,759 | |
| Application Development Costs | |
| 716,910 | | |
| 140,880 | |
| Taxes and Insurance | |
| 101,813 | | |
| 315,258 | |
| Total Operating Expenses | |
| 5,290,592 | | |
| 7,953,378 | |
| | |
| | | |
| | |
| Operating (Loss) | |
| (2,678,382 | ) | |
| (4,539,071 | ) |
| | |
| | | |
| | |
| Other Income and Expense | |
| | | |
| | |
| Sale of Interest in IM Telecom (49%) | |
| - | | |
| 9,558,509 | |
| Interest Expense | |
| (539 | ) | |
| (104,737 | ) |
| Other Income, net | |
| 31,868 | | |
| 70,951 | |
| Total Other Income and Expenses | |
| 31,329 | | |
| 9,524,723 | |
| | |
| | | |
| | |
| Income Before Income Taxes | |
| (2,647,053 | ) | |
| 4,985,652 | |
| Income Tax Expense | |
| - | | |
| 184,051 | |
| Net Income (Loss) | |
$ | (2,647,053 | ) | |
$ | 4,801,601 | |
| | |
| | | |
| | |
| Earnings (Loss) per Share | |
| | | |
| | |
| Basic | |
$ | (0.06 | ) | |
$ | 0.11 | |
| Diluted | |
$ | (0.06 | ) | |
$ | 0.11 | |
| Weighted Average Outstanding Shares | |
| | | |
| | |
| Basic | |
| 43,706,214 | | |
| 43,402,219 | |
| Diluted | |
| 43,706,214 | | |
| 43,526,417 | |
