McEwen David S. - 17 Sep 2024 Form 4 Insider Report for KonaTel, Inc. (KTEL)

Role: Chairman and CEO, Director, 10%+ Owner
Signature: /s/ Sean McEwen
Issuer symbol: KTEL
Transactions as of: 17 Sep 2024
Net transactions value: $0
Form type: 4
Filing time: 19 Sep 2024, 17:12:39 UTC
Previous filing: 18 Jun 2024
Next filing: 16 Sep 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KTEL	Common Stock						16,559,262	17 Sep 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	KTEL	Option						187,500	17 Sep 2024	Common Stock	187,500	$0.2200	Direct	F1, F2
holding	KTEL	Option						375,000	17 Sep 2024	Common Stock	187,500	$0.2200	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of common stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder. Mr. Mark Savage, as the then sole member of the Board of Directors of the Company, adopted Board resolutions of the Company on November 15, 2017, resolving that all securities issued under the KonaTel merger would be exempt from the provisions of Rule 16b-3(d)(1) adopted pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.
F2	On September 17, 2024, the Company adopted resolutions to extend Mr. McEwen's expiration dates on his last two (2) 187,500 share option tranches by one (1) year, or to respectively expire at midnight on September 17, 2025, and December 17, 2025. 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 Nevada, 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 the Company's common stock and 1,500,000 non-compensatory stock options to acquire shares of the Company's common stock under the merger.

Content

Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of common stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder. Mr. Mark Savage, as the then sole member of the Board of Directors of the Company, adopted Board resolutions of the Company on November 15, 2017, resolving that all securities issued under the KonaTel merger would be exempt from the provisions of Rule 16b-3(d)(1) adopted pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

On September 17, 2024, the Company adopted resolutions to extend Mr. McEwen's expiration dates on his last two (2) 187,500 share option tranches by one (1) year, or to respectively expire at midnight on September 17, 2025, and December 17, 2025. 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 Nevada, 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 the Company's common stock and 1,500,000 non-compensatory stock options to acquire shares of the Company's common stock under the merger.