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) |
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)
![]() ![]() | ||||||||
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: |
| ||||||||
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 |
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.
|
|
|