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

Signature
/s/ Sean McEwen
Stock symbol
KTEL
Transactions as of
Sep 17, 2024
Transactions value $
$0
Form type
4
Date filed
9/19/2024, 05:12 PM
Previous filing
Jun 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding KTEL Common Stock 16.6M Sep 17, 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 188K Sep 17, 2024 Common Stock 188K $0.22 Direct F1, F2
holding KTEL Option 375K Sep 17, 2024 Common Stock 188K $0.22 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.