KTEL: McEwen Increases Stake to 16.93M Shares via Option Exercise

Rhea-AI Filing Summary

D. Sean McEwen, Chairman and CEO of KonaTel, Inc., reports beneficial ownership of 16,934,262 shares of common stock, representing 37.2% of the class based on an adjusted outstanding share count of 45,533,480 shares used for this filing. The filing discloses that on September 16, 2025 Mr. McEwen exercised 375,000 non-compensatory stock options (two tranches of 187,500 each) at $0.22 per share for aggregate consideration of $82,500, paid by credit against deferred compensation. Mr. McEwen has sole voting and dispositive power over these shares and previously acquired 2,000,000 shares in a 2020 private purchase. The filing lists no legal proceedings and states no other arrangements affecting voting or transfer of the securities.

Positive

• Material insider ownership: Chairman/CEO beneficially owns 16,934,262 shares (37.2%), aligning management with shareholders
• Conversion of vested options to equity: Exercise of 375,000 non-compensatory options increases CEO equity stake
• Exercise financed internally: $82,500 exercise price was paid by credit against deferred compensation, avoiding external financing

Negative

• High ownership concentration: A single insider controls 37.2% of outstanding shares, which may concentrate voting power and influence corporate actions

Insights

Financial Analyst

TL;DR: CEO ownership stake of 37.2% after option exercises materially increases insider alignment with shareholders.

The CEO's direct ownership of 16.93 million shares, representing 37.2% of the adjusted outstanding share base, is a material ownership position for a microcap issuer and is likely to influence control and strategic decisions. The exercise of 375,000 non-compensatory options at $0.22 per share for $82,500—funded via credit against deferred compensation—shows a conversion of vested option economics into common equity without an external cash inflow. This concentration can reduce float and increase voting control, which is important for valuation and takeover dynamics.

Corporate Governance Expert

TL;DR: Significant single-shareholder concentration increases control risks and governance importance.

With sole voting and dispositive power over 37.2% of shares, the reporting person effectively holds a blocking and influential stake that affects board decisions and major corporate actions. The filing reports no arrangements or agreements transferring voting or economic rights, and no disclosed litigation. Investors should note the governance implications of concentrated ownership even though no problematic transactions or related-party agreements are reported in this amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

KonaTel, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

50050T100

(CUSIP Number)

Leonard W. Burningham
1347 E. Gilmer Drive,
Salt Lake City, UT, 84105-1602
18013637411

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/17/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 50050T100

1

Name of reporting person

McEwen David S

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,934,262.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,934,262.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,934,262.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The aggregate amount of shares of Common Stock beneficially owned is 16,934,262 shares of direct ownership by Mr. McEwen. On September 16, 2025, Mr. McEwen exercised 375,000 non-compensatory stock options to purchase 375,000 shares of Common Stock of the Company, which shares are included in this amount. Based on the 43,566,814 shares of Common Stock of the Company outstanding as of August 14, 2025, as reported in the Quarterly Report of the Company for the quarter ended June 30, 2025, which was filed with the United States Securities and Exchange Commission on August 19, 2025, together with 1,591,666 shares underlying vested incentive stock options that can be exercised within 60 days and which are owned by others, and including the 375,000 shares acquired by Mr. McEwen on the exercise of the above referenced non-compensatory stock options, the present outstanding shares utilized for the percentage of Mr. McEwen's beneficial ownership stated herein amounts to an aggregate total of 45,533,480 shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: KonaTel, Inc.
(c)	Address of Issuer's Principal Executive Offices: 500 N. CENTRAL EXPRESSWAY, SUITE 202, PLANO, UTAH , 84105-1602.
Item 2.	Identity and Background
(a)	D. Sean McEwen.
(b)	500 N. Central Expressway, Suite 202, Plano, Texas 75074.
(c)	Mr. McEwen is the Chairman and CEO of the Company.
(d)	Mr. McEwen has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Mr. McEwen has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. McEwen is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby a newly formed wholly-owned subsidiary merged with and into KonaTel, Inc., a Nevada corporation, respectively, "KonaTel Nevada" and the "KonaTel Nevada Merger", and under which KonaTel Nevada was the surviving corporation and became a wholly-owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel Nevada and received merger consideration of 13,500,000 shares of Common Stock and 1,500,000 non-compensatory stock options to purchase Common Stock of the Company under the KonaTel Nevada Merger. On September 16, 2025, Mr. McEwen exercised his seventh and eighth tranches of 187,500 non-compensatory stock options each to purchase 375,000 total shares of Common Stock as outlined herein, for $82,500 (based upon an exercise price of $0.22 per share), which has been paid to the Company, effective September 16, 2025, by credit against deferred compensation owed to Mr. McEwen by the Company for prior services rendered, which was approved by unanimous consent of the Company's Board of Directors on January 11, 2022.
Item 4.	Purpose of Transaction
	See Item 3.
Item 5.	Interest in Securities of the Issuer
(a)	See the footnotes to Sections 8, 9, 11 and 13 above.
(b)	Mr. McEwen has the sole power to vote 16,934,262 shares, and the sole power to dispose of 16,934,262 shares of Common Stock of the Company beneficially owned by him.
(c)	On October 20, 2020, Mr. McEwen purchased 2,000,000 shares of the Company's Common Stock at a price of $0.10 per share, in a private transaction.
(d)	Other than the transactions described herein, the Reporting Person has not effected any transaction in the Common Stock of the Company during the past 60 days. Mr. McEwen received 1,500,000 non-compensatory stock options in the KonaTel Nevada Merger. These stock options vested and have been exercised as indicated below on the following dates and were exercisable in the following tranches, and did not expire for a period of five years from the date of vesting: 187,500 shares exercisable March 18, 2018, June 18, 2018, September 18, 2018, December 18, 2018, March 18, 2019, June 18, 2019, September 18, 2019, and December 18, 2019. Mr. McEwen previously exercised his first, second, third, fourth, fifth and sixth tranches of 187,500 non-compensatory stock options to purchase 187,500 shares of Common Stock as outlined herein. On September 17, 2024, the Company's Board of Directors adopted resolutions to extend Mr. McEwen's expiration dates on his last two traunches by one year. Therefore, his September 18, 2024, expiration date was extended to September 18, 2025, and his December 18, 2024, expiration date was extended to December 18, 2025. His last two tranches had a six year expiration. Mr. McEwen has exercised his seventh and eighth tranches of 187,500 non-compensatory stock options to purchase 375,000 total shares of Common Stock as outlined herein.
(e)	Except as specifically set forth in this Item 5, to the knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock of the Company that are beneficially owned directly by the Reporting Person.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	To the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships between any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	8-KA-1 Current Report dated November 15, 2017, and filed with the SEC on December 20, 2017 https://www.sec.gov/Archives/edgar/data/845819/000107878217001709/0001078782-17-001709-index.htm 8-KA-2 Current Report dated November 15, 2017, and filed with the SEC on April 17, 2018. https://www.sec.gov/Archives/edgar/data/845819/000151597118000041/0001515971-18-000041-index.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

McEwen David S

Signature:	/s/ D. Sean McEwen
Name/Title:	D. Sean McEwen
Date:	09/17/2025

FAQ

How many KonaTel (KTEL) shares does D. Sean McEwen beneficially own?

The filing states Mr. McEwen beneficially owns 16,934,262 shares, representing 37.2% based on the adjusted outstanding share count used in this filing.

What option exercises did the CEO report on September 16, 2025?

Mr. McEwen exercised two tranches totaling 375,000 non-compensatory options at an exercise price of $0.22 per share, for aggregate consideration of $82,500.

How was the option exercise funded by Mr. McEwen?

The $82,500 exercise payment was made by credit against deferred compensation owed to Mr. McEwen by the Company.

Does Mr. McEwen have voting control over his shares?

Yes. The filing discloses Mr. McEwen has sole voting power and sole dispositive power over the 16,934,262 shares he beneficially owns.

Were there any legal proceedings reported against Mr. McEwen?

No. The filing states Mr. McEwen has not been convicted in a criminal proceeding and has not been a party to civil proceedings resulting in securities-law related injunctions or findings.