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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: September 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
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
After
nine years of loyal and professional service as a KonaTel Director, Mr. Robert M. Beaty has elected to step down from his seat on the
Board of Directors, effective September 30, 2026. The Company thanks Mr. Beaty for his professional service to the Company. The following
is what Mr. Beaty stated in his resignation email:
As
you know, I have served on the KonaTel board since we went public many years ago. However, at this time, I do not have the time to dedicate
to KonaTel due to personal reasons, so effective September 30, 2026, I must resign my position as a board member. You may always contact
me, and I am happy to assist where possible.
The
resignation of Mr. Beaty resulted in there only being one remaining director of the Company, D. Sean McEwen, the current CEO and Chairman
of the Company. Section 141(b) of the General Corporation Law of the State of Delaware (the “GCLD”) states that a corporation’s
Board of Directors shall consist of one or more directors, each of which shall be a natural person. Article II-Board of Directors, Section
1, of the Amended and Restated Bylaws of the Company, provides that the number of directors of the Company shall be such number as the
Board of Directors shall designate, and absent such designation, shall be three members. In accordance with this Section of the Bylaws
of the Company, Mr. McEwen, as the sole remaining director of the Company, set the number of directors of the Company as provided in
the aforesaid Section 1, at one director, that presently being Mr. McEwen.
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:
October 8, 2026. |
By: |
/s/
D. Sean McEwen |
| |
|
D.
Sean McEwen |
| |
|
Chairman,
Chief Executive Officer and Director |
