KonaTel, Inc. 10-K

ITEM 9A: CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that material information relating to us is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness, as of December 31, 2025, of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of our Chief Executive Officer and our Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal controls over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. 47 In evaluating the effectiveness of our internal control over financial reporting as of December 31, 2025, management used the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the criteria established by COSO, management (with the participation of the CEO and the CFO) determined that the internal controls over financial reporting are not effective as of December 31, 2025, and that there was a material weakness in the Company’s internal controls over financial reporting as of such date related to the aforementioned IM Telecom sale transaction. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to satisfy these requirements by providing the management’s report only. Changes in Internal Control Over Financial Reporting There have been no changes in internal control over financial reporting during the last fiscal quarter of our fiscal year ended December 31, 2025. Limitations on the Effectiveness of Controls Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. ITEM 9B: OTHER INFORMATION None . ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None, not applicable. 48 PART III ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Identification of Directors and Executive Officers Our executive officers and directors and their respective ages, positions and biographical information are set forth below. Name Age Position Held Period of Service D. Sean McEwen 64 Chairman and CEO Dec. - 17 Charles D. Griffin 61 President and COO Jan. - 22 Brian R. Riffle 66 Chief Financial Officer Dec. - 17 K. Paul LaPier 67 VP Finance & Secretary Dec. - 24 D. Sean McEwen 64 Director Dec. - 17 Robert Beaty 56 Director Feb. - 18 Joshua Ploude 49 President of Apeiron Systems Dec. - 18 *Upon the shutdown of the ACP Program on June 1, 2024, the Company effected a reduction in force of several key individuals. Multiple replacement revenue initiatives have been ongoing for some time and continue to mature. In an effort to support specific initiatives (Healthcare vertical and Viva-US), we created consulting arrangements to keep certain key employees who were executive officers of the Company or IM Telecom (B. Todd Murcer and Jason N. Welch, respectively) to maintain their expertise in our business, with the intent to rehire these individuals upon successful launch of our growth initiatives. Messrs. Murcer and Welch have been very active since the reduction in force to keep sales and operational items in place while the new programs launch, with their services being primarily related to those that encompassed their prior duties as officers. Background and Business Experience D. Sean McEwen Mr. McEwen is 64 years of age and founded KonaTel Nevada in 2014, a wireless data and voice service reseller, and currently focuses his efforts exclusively on our current and planned business operations. From 2011 to 2013, Mr. McEwen consulted with multiple international Mobile virtual network operators (“MVNOs”) in the U.S., Peru, Croatia and China. From 2010 to 2011, he served as a founding board member of One Fund, a NYSE listed (NYSE: ONEF) exchange traded fund. One Fund pioneered the “ETF of ETFs” concept, and in 2011, came to the attention of Russell Investments, known for their stock indices (i.e., the Russell 2000). Russell Investments purchased One Fund in 2011. In 2008, Mr. McEwen became a member of the venture/angel investment group, Sierra Angels (www.sierraangels.com) serving on several high-tech due diligence committees and participating in early-stage funding transactions. In early 1983, he co-founded Online Data Corp. Through a series of acquisitions/mergers, this company was eventually renamed “TriTech Software Systems” (www.tritech.com) “TriTech”. From 1983 to 1990, it developed custom strategic software applications for numerous businesses, including E. F. Hutton Life Insurance, Travel Lodge Hotels, Foodmaker (Jack in the Box restaurants), AT&T, UCSD’s Scripps Institute of Oceanography and Visa’s Plus Systems national ATM network. In 1991, TriTech transformed from a custom software development firm to an enterprise software development and systems integration company specializing in mission critical public safety (e.g., police, fire, and EMS) software solutions. TriTech’s flagship product, VisiCAD, was the world’s first 9-1-1 emergency dispatching system based on Microsoft technology with integrated GPS based tracking and predictive routing technology. In 1995, TriTech won the Microsoft Most Innovative Windows Application award competing against all Windows applications worldwide. In 1998, while Mr. McEwen was CEO, TriTech was named to the Inc. 500 as the 344 th fastest growing privately held company in the United States. The following year, Bill Gates cited TriTech and VisiCAD in his book Business at the Speed of Thought as an example of a mission critical Windows based telecom system utilizing GPS. Mr. McEwen served as Vice President of TriTech from 1983 to 1988, President from 1988 to 1996, Chairman/CEO from 1996 to 2000, and finally as a member of the Board of Directors, until controlling interest was sold to Westview Capital Partners in 2006. 49 Charles D. Griffin Mr. Griffin is 61 years of age. Prior to joining us, Mr. Griffin served as Chairman and Chief Executive Officer of Lingo Communications, a provider of IP-based Cloud voice and data solutions, following its merger with Impact Telecom, Inc. (“Impact Telecom”) in 2018. In this role, he led the successful integration of Impact Telecom into Lingo Communications (“Lingo”) under a private equity purchase and facilitated the financing of the transaction in collaboration with a private equity investor. Impact Telecom and Lingo continue to operate as global providers of voice and data communications services spanning Residential, SMB, Enterprise and Wholesale markets. Prior to the merger of Lingo and Impact Telecom, Mr. Griffin served as Chief Executive Officer of Impact Telecom, where he completed eleven (11) accretive M&A transactions and led the successful restructuring of multiple technology portfolio companies, including PacWest, TNCI and Unipoint Holdings, which resulted in record high net income. As one of the original founders of Impact Telecom, Mr. Griffin led it from a start-up to a company with annual revenues of over $290 million and more than 300 employees servicing 250,000 customers worldwide. Mr. Griffin ultimately guided Impact Telecom to a successful exit in 2020. Previously, Mr. Griffin served as Chief Executive Officer of Ipath Communications, where he was responsible for building a Class V Broadsoft VoIP network for SMB direct sales distribution with over 5,000 subscribers nationwide. In this role, he also led the successful merger with Impact Telecom. Prior to his time with Ipath, Mr. Griffin served in a number of business development, operations and sales roles where he was involved in product development, sales strategy and distribution and installations, all within the telecommunications industry. Mr. Griffin graduated with honors in business communications from Metropolitan State University of Colorado. Brian R. Riffle Mr. Riffle is 66 years of age and the founder of CFO Strategies LLC of Johnstown, Pennsylvania (“CFO Strategies”), an accounting firm and consulting firm, which he founded in May 2008. CFO Strategies has thirteen (13) employees; approximately 180 small business clients and approximately 650 tax clients. It provides consulting, CFO, accounting, bookkeeping, payroll and tax services, including: CFO for businesses; entire accounting department for businesses; temporary staffing for businesses; complete payroll processing; CFO consulting and small business start-up services; and prepares taxes for corporations, small businesses, non-profits and individuals. Mr. Riffle is the Managing Partner and has extensive experience in various industries, including: Chief Financial Officer, healthcare industry; telecommunications, security, manufacturing and non-profit industries experience; Chief Executive Officer in the financial services industry and healthcare; Assistant Controller in the retail industry; Consultant in non-profit, healthcare and event management arenas; governmental treasurer and board member for over thirty (30) years; and as a masters level college instructor at Mount Aloysius College since 1994. He is also a Certified Public Accountant (May 1987). K. Paul LaPier Mr. LaPier is 67 years of age and has over twenty-five (25) years of telecommunications experience working for small to medium sized companies to a Fortune 500 company with annual revenues ranging from $1 million to $23 billion. During this time, Mr. LaPier has held various senior positions in the areas of finance, accounting, taxation, billing and regulatory (government) compliance. Immediately prior to rejoining KonaTel in 2024, he served as Controller for Prosper Wireless LLC, a wireless provider in the ACP/Lifeline space from January 2022 to December 2024. Prior to Prosper Wireless, Mr. LaPier served as VP of Finance & Secretary of the Company from November 2018 to February 2022. Prior to Mr. LaPier’s first stint with KonaTel, he served as Finance Manager-Regulatory Fees/Taxes for British Telecom Americas, Inc., from July 2016, to November 2018. Mr. LaPier served for four (4) years as President of US Connect, LLC, a regional wireless Lifeline carrier, from July 2012, to July 2016. While at US Connect, Mr. LaPier oversaw all company operations of over fifty (50) thousand lines of Lifeline service. Prior to US Connect, Mr. LaPier held various senior level finance/tax positions with several wireline and long-distance telecommunications providers such dPi Teleconnect, Sage Telecom, VarTec Telecom and Excel Telecommunications. Mr. LaPier also has over twelve (12) years of tax and finance experience in the industries of public accounting, transportation, manufacturing, and oil and gas. Mr. LaPier holds a Bachelor of Business Administration in Accounting from The University of Texas at Austin. Robert Beaty Mr. Beaty is 56 years of age and currently the President of AGS Construction Inc., a premier reconstruction company in the Denver metropolitan area. Previously, he was the founder and CEO of Impact Telecom, a leader in the telecommunications market, which focused on delivering flexible and effective solutions to carriers, businesses and homes. Impact Telecom is comprised of a family of brands all dedicated to innovation, affordability and execution. 50 Mr. Beaty brings twenty-five (25) years of experience in telecommunications and managing wholesale and commercial customer bases. Prior to starting Impact Telecom in 2005, he served as the Senior Vice President of Sales for ICG Communications. He helped guide ICG through bankruptcy and was a valued member of the senior executive team tasked with growing and managing the customer base. He earned a B.A. in Psychology from the University of Kansas and his M.B.A. in Business Administration from Webster University. Joshua Ploude Mr. Ploude is 49 years old. He is the President and CEO and Co-Founder of Apeiron Systems, and since 2013, he has been responsible for defining the product vision and operational strategy for Apeiron Systems. He has worked directly with software, hardware and carrier network vendors to oversee the development of Apeiron Systems’ product set; and has also had the responsibility to work with internal software development teams to ensure Apeiron Systems’ software provides the requisite function to support product and operational initiatives. He has also been responsible for planning and building Competitive Local Exchange Carrier (“CLEC”) and Internet Service Provider (“ISP”) facilities-based networks since 2001 and has managed 5+ “Greenfield network” (the installation of a network where there was not previously one in use) builds across all types of wireline and wireless network infrastructures. Mr. Ploude holds a Bachelor of Science in Political Science from UCLA and a Master of Science in Telecommunications Management from Golden Gate University. He has had the following business experience since 1999: 1999-2005 - CTO of PCS1/Datavo - A facilities-based CLEC serving a California-wide footprint; 2006-2010 - President/CEO of Ethos Communications - A consultancy helping CLECs and ISPs with operational and technology development; 2010-2013 - CTO of TNCI - A facilities-based CLEC & ISP, serving a forty-eight (48)-state footprint; and 2013-Present - Co-Founder, CEO and President of Apeiron Systems. Family Relationships There are no family relationships between any of our officers and directors. Involvement in Other Public Companies Except as may be indicated above, none of our officers or directors is an “affiliate” of any other publicly held companies. Involvement in Certain Legal Proceedings During the past ten (10) years, none of our directors, executive officers or persons nominated to become directors or executive officers (or those in similar positions with us) has been the subject of any of the following: (1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two (2) years before the time of such filing (2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; 51 (4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; (5) Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; (6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any federal or state securities or commodities law or regulation; or (ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Compliance with Section 16(a) of the Exchange Act The common stock of the Company is registered under the Exchange Act, and therefore, the officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon review of the copies of such forms furnished to us during the fiscal year ended December 31, 2025, and based upon a review of the filings contained in the Edgar Archives, all such required reports were believed to be timely filed. Code of Ethics We have adopted a Code of Ethics for our principal executive and financial officers. See Exhibit 14 in Part IV, Item 15, Exhibits, hereof. We anticipate that our Code of Ethics will be updated by our Board of Directors as the Board deems necessary. Corporate Governance Nominating Committee We have not established a Nominating Committee because until our closing of the KonaTel Nevada Merger, we had only three (3) directors and three (3) executive officers at any one time, and we believe that we were able to effectively manage the issues normally considered by a Nominating Committee and currently believe we can do without a Nominating Committee. If we do establish a Nominating Committee, we will disclose our procedures in recommending nominees by our Board of Directors. 52 Audit Committee We have not established an Audit Committee for the same reasons why we have not established a Nominating Committee, and a further review of this issue will no doubt be necessitated and undertaken by our management in the future. Insider Trading Policy During the year ended December 31, 2021, our Board of Directors adopted an Insider Trading Policy. The Insider Trading Policy was adopted by the Company to satisfy its obligations to prevent insider trading and to help its personnel avoid the consequences associated with violations of applicable federal and state securities laws, rules and regulations regarding insider trading of our securities when they have material non-public information related to the Company. It is also intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with us, not just so-called “insiders.” It contains four (4) “Black-Out Periods”, which are as follows: twenty (20) days prior to the release of financial results for the periods ending March 31, June 30, September 30 and December 31 of each year and end after three (3) full trading days of our securities on the OTCQB (or any other recognized nation medium on which our securities publicly trade [“Other Medium”]) after financial results are announced for the preceding fiscal period. If the last day of the month falls on a weekend, the Black-Out Period will start at the close of business on the last trading day prior to the weekend. Additional Black-Out Periods may occur when other material events occur, such as a press release sent out to the public, wherein only a select few persons have knowledge of the event. The Black-Out Periods do not apply to the exercise of outstanding and vested ISOs issued by the Company or other stock issuances approved by the Board of Directors; however, they do apply to all of our securities that are the subject of a registration statement filed with the SEC. Effective November 8, 2024, our Board of Directors amended our Insider Trading Policy to exempt the exercise of stock options granted by the Company that allow payment of the exercise price of such stock options by the holder’s conveyance of fully-paid shares of common stock of the Company having a value on the date of exercise equal to the exercise price of the subject stock options, based upon the closing price of our shares of common stock on or about the date of exercise, from the Black-Out Periods. See Section 9 – Financial Statements and Exhibits, Item 9.01, Part IV, Item 15, Exhibit 99.1 . This summary is modified in its entirely by reference to Exhibit 99.1 . ITEM 11: EXECUTIVE COMPENSATION All Compensation The following Employment Agreements of our officers and directors who served in any of these capacities during the year ended December 31, 2025, which are discussed below under the caption “Executive Compensation” in Part III, Item 11 hereof, can be accessed by Hyperlink in Section 9 – Financial Statements and Exhibits, Item 9.01, Part IV, Item 15, below, and are incorporated herein by reference: D. Sean McEwen-Chairman and CEO-8-K Current Report dated January 1, 2022, filed with the SEC January 14, 2022, along with the third amendment to Mr. McEwen’s Employment Agreement that is Exhibit 10.1 . Charles D. Griffin, President-8-K Current Report dated January 1, 2022, filed with the SEC January 14, 2022. Joshua Ploude, President of Apeiron Systems-8-K Current Report dated December 31, 2018, filed with the SEC on December 31, 2018. 53 Summary Compensation Table Name and Principal Position Year Salary Bonus Stock Awards Option Awards All Other Compensation Total D. Sean McEwen, 2025 $ 158,225 $ - $ - $ - $ 82,500 $ 240,725 Chairman and CEO 2024 $ 239,930 $ 250,000 $ - $ - $ 68,250 $ 558,180 Roberty Beaty, 2025 $ - $ - $ - $ - $ - $ - Director and President, Apeiron Systems** 2024 $ 160,417 $ - $ - $ - $ 6,000 $ 166,417 Brian R. Riffle, 2025 $ - $ - $ - $ - $ 20,465 $ 20,465 Chief Financial Officer 2024 $ - $ - $ - $ - $ 20,465 $ 20,465 Charles D. Griffin, 2025 $ 147,500 $ - $ - $ - $ - $ 147,500 President and COO 2024 $ 219,645 $ 50,000 $ - $ - $ 32,000 $ 301,645 K. Paul LaPier, 2025 $ 161,000 $ - $ - $ - $ - $ 161,000 VP Finance & HR 2024 $ 6,667 $ - $ - $ - $ - $ 6,667 Joshua Ploude, 2025 $ 296,875 $ - $ - $ - $ - $ 296,875 CEO, Apeiron Systems 2024 $ 246,000 $ 25,000 $ - $ - $ 32,000 $ 303,000 *See the heading “Outstanding Equity Awards” below. **Salary for Mr. Beaty includes $6,000 in Director fees and $160,417 of salary as President of Apeiron Systems. Mr Beaty resigned as President of Apeiron Systems in 2024. D. Sean McEwen Employment Agreement At the Effective Time of the KonaTel Merger, we entered into an Employment Agreement with Mr. McEwen for a term of two (2) years, under which he served as the Chairman, President and CEO of our Company, with customary duties applicable to these positions. After the initial term, the McEwen Employment Agreement provided that it would continue on a year-to-year basis. During the initial term (2018-2019), Mr. McEwen received the following compensation under his Employment Agreement: $1,000 per month base salary; and inclusion in our healthcare plan for employees, including medical, dental and vision, which coverage also includes his spouse. Effective January 1, 2020, McEwen’s Employment Agreement was amended to adjust his monthly base salary to $16,667, including a monthly bonus program tied to a percentage of EBITDA. Effective January 1, 2022, McEwen’s Employment Agreement was amended a second time to adjust his monthly base salary to $22,917, including a twenty-four (24) month severance compensation package equal to his then current base salary, together with any accrued and untaken vacation, in the event any employment departure is not “for cause” as defined in the McEwen Employment Agreement. Additionally, at the time of the second amendment to his Employment Agreement, Mr. McEwen resigned as President of the Company to allow for Charles D. Griffin to assume the role of President and COO of the Company. Mr. McEwen remains as Chairman of the Board and CEO of the Company. Mr. McEwen never claimed the “percentage of EBITDA” bonus program provision of his Employment Agreement; accordingly, effective April 12, 2022, Mr. McEwen suggested, and the Board of Directors agreed, to a third amendment of his Employment Agreement thereby eliminating the percentage of EBITDA bonus provision. Mr. McEwen volunteered this third amendment to his Employment Agreement without receipt of any current or future consideration, and all other terms and conditions of the McEwen Employment Agreement along with its three amendments remain the same. The third amendment to Mr. McEwen’s Employment Agreement, Exhibit 10.1 , in Section 9 – Financial Statements and Exhibits, Item 9.01, Part IV, Item 15, below. This summary is modified in its entirety by this reference. Charles D. Griffin Employment Agreement The Griffin Employment Agreement covers customary duties performed by persons serving in the capacities of President and COO, and Mr. Griffin, with the guidance of Mr. McEwen, our Chairman and CEO, will assist in the management and leadership of the Company and is accountable to our CEO; he will also act as a liaison between the Company, our subsidiaries and our CEO. A complete description of his duties is contained in Exhibit A of the Griffin Employment Agreement, which provides, among other customary terms and provisions: (i) a monthly base salary of $20,833, along with inclusion in our healthcare plan for employees and spouse, including medical, dental and vision coverage, effective January 1, 2022, and termination can occur on thirty (30) days’ notice by either party; (ii) customary trade secret, non-competition and dispute resolution provisions, among other provisions; and (iii) he shall be paid a twelve (12) month severance compensation package equal to his then current base salary, together with any accrued and untaken vacation, in the event any employment departure is not “for cause” as defined in the Griffin Employment Agreement. This summary is modified in its entirety by this reference. The Employment Agreement has customary termination, trade secret and dispute resolution clauses, among others. Joshua Ploude Employment Agreement Effective December 31, 2018, Apeiron and Mr. Ploude executed and delivered a 36-month Employment Agreement under which Mr. Ploude continues to serve as the Chief Executive Officer of Apeiron, with the attendant duties and responsibilities outlined in his Employment Agreement, at a monthly salary of $16,667 (the “Ploude Employment Agreement”). On September 1, 2021, Mr. Ploude’s monthly salary was increased to $20,883. The Ploude Employment Agreement has customary provisions regarding trade secrets; a one (1) year covenant not to compete; confidentiality; Apeiron’s continued ownership of intellectual property; a duty to cooperate; free, fully-paid licensing to Apeiron of inventions created by Mr. Ploude that he provides or incorporates into any Employer product or system during his employment with Apeiron; and an assignment of Mr. Ploude’s interest in all relevant intellectual property utilized by Apeiron, among other terms and conditions. This summary is modified in its entirety by this reference. ( This space intentionally left blank .) 54 Securities Authorized for Issuance under Equity Compensation Plans Outstanding Equity Awards The following table represents 3,505,000 options granted, with 2,075,000 exercised, and 2,268,000 options still available to be granted under the 7,848,120 shares reserved for issuance under the Company’s 2018 Incentive Stock Option Plan. Name Option Awards Stock Awards Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) not exercisable Equity incentive plan awards; number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested (#) Equity incentive plan awards; number of unearned shares, units or other rights that have not vested (3) Equity incentive plan awards; market or payout value of unearned shares, united or other rights that have not vested (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Robert Beaty 25,000 0 $ 0.6600 (1 ) 0 0 Robert Beaty 25,000 0 $ 0.9400 (1 ) 0 0 Robert Beaty 25,000 0 $ 1.9300 (1 ) 0 0 Robert Beaty 25,000 0 $ 1.1400 (1 ) 0 0 Robert Beaty 25,000 0 $ 1.0100 (1 ) 0 0 Robert Beaty 25,000 0 $ 1.9100 (1 ) 0 0 Robert Beaty 25,000 0 $ 1.3200 (1 ) 0 0 Robert Beaty 50,000 0 $ 0.8100 (1 ) 0 0 Robert Beaty 25,000 0 $ 0.8700 (1 ) 0 0 Robert Beaty 33,333 0 $ 0.4100 (1 ) 0 0 Robert Beaty 33,333 0 $ 0.4100 (1 ) 0 0 Robert Beaty 33,334 0 $ 0.4100 (1 ) 0 0 Robert Beaty 216,666 0 $ 0.4100 (1 ) 0 0 Robert Beaty 216,667 0 $ 0.4100 (1 ) 0 0 Robert Beaty 216,667 0 $ 0.4100 (1 ) 0 0 Jonathan So 150,000 0 $ 0.3200 (2 ) 0 0 Edward Archuleta 30,000 0 $ 0.7300 (3 ) 0 0 Edward Archuleta 13,333 6,667 $ 0.8500 (3 ) 0 0 Charles D. Griffin 1,466,666 183,334 $ 0.4100 (4 ) 0 0 John Shadek, Esq. 60,000 0 $ 0.8900 (5 ) 0 0 August Gatto 20,000 10,000 $ 0.3700 (6 ) 0 0 Matthew Zanger 20,000 10,000 $ 0.3700 (6 ) 0 0 Joshua Holbay 50,000 25,000 $ 0.8500 (6 ) 0 0 Ben Holmes 33,333 16,667 $ 0.8500 (6 ) 0 0 Noah Griffin 20,000 10,000 $ 0.3700 (6 ) 0 0 Stacey Carmel 33,333 16,667 $ 0.8500 (7 ) 0 0 John Heathcock 33,333 16,667 $ 0.3700 (7 ) 0 0 David Chui 33,333 66,667 $ 0.6300 (8 ) 0 0 55 (1) As part of his designation as director, Mr. Beaty was granted quarterly stock option grants to purchase 25,000 shares of our common stock commencing February 12, 2018, with the shares being valued at 110% of the fair market value or the closing price of our common stock on the date of the grant for the first year, and thereafter at 110% of the fair market value or the closing price of our common stock on the quarterly date of vesting for any other remaining quarters of service as a director. The first quarterly grants of 25,000 (100,000 total) were all granted at the same exercise price of $0.33. On February 9, 2023, Mr. Beaty exercised his first option grants of 100,000 options by conveying to the Company 44,686 unencumbered shares of the Company’s common stock that he had acquired in an unrelated private transaction in 2020. On May 10, 2024, Mr. Beaty exercised 25,000 option grants by conveying to the Company 7,028 unencumbered shares of the Company’s common stock. On August 9, 2024, Mr. Beaty exercised 25,000 option grants by conveying to the Company 8,709 unencumbered shares of the Company’s common stock. On November 11, 2024, Mr. Beaty exercised 25,000 option grants by conveying to the Company 10,587 unencumbered shares of the Company’s common stock. On February 11, 2025, Mr. Beaty exercised 25,000 option grants by conveying to the Company 13,934 unencumbered shares of the Company’s common stock. On February 11, 2025, Mr. Beaty exercised 25,000 option grants by conveying to the Company 13,934 unencumbered shares of the Company’s common stock. On August 11, 2025, Mr. Beaty exercised 25,000 option grants by conveying to the Company 10,388 unencumbered shares of the Company’s common stock. On November 11, 2025, Mr. Beaty exercised 25,000 option grants by conveying to the Company 5,600 unencumbered shares of the Company’s common stock. The remaining options expire at the earlier of five (5) years from the date grant or one (1) year from termination or resignation as a director. On November 29, 2023, Mr. Beaty was granted an additional 100,000 stock options, which vest 33,333 shares on November 29, 2024, 33,333 on November 29, 2025, and 33,334 on November 29, 2025; and they also expire at the earlier of five (5) years from the date of grant or one (1) year from termination or resignation as a director. Also, on November 29, 2023, Mr. Beaty was granted an additional 650,000 stock options, with one-third (1/3 rd ) of these options vesting per year, conditioned on Apeiron Systems having been provided 100,000 simultaneous cellular customers by VIVA-US Telecommunications, Inc. (“VIVA”) under Apeiron’s “Mobile Reseller Agreement” with VIVA dated November 10, 2023, and with VIVA being fully paid and current with all outstanding amounts owed to Apeiron, within one (1) year of the date of grant and with at least 100,000 of such simultaneous customer cellular contracts then being in full force and effect, or the grant of the ISO’s shall expire. These options expire November 29, 2029. (2) These options were granted on April 1, 2021, and vest 50,000 shares on April 1, 2022; 50,000 shares on April 1, 2023; and 50,000 shares on April 1, 2024; and they expire on the earlier of April 1, 2026, or ninety (90) days from resignation or termination of employment. (3) These options were granted on May 17, 2021, and vest 10,000 shares on May 17, 2022; 10,000 shares on May 17, 2023; and 10,000 shares on May 17, 2024; and they expire on the earlier of May 17, 2026, or ninety (90) days from resignation or termination of employment. On November 29, 2023, Mr. Archuleta was granted an additional 20,000 stock options, with 6,666 vesting on November 29, 2024, and 6,667 vesting on November 29, 2025, and 6,667 vesting on November 29, 2026. These options expire on the earlier of November 29, 2028, or ninety (90) days from resignation or termination of employment. (4) These options were granted on July 6, 2021, and vest 275,000 shares on January 7, 2023; 275,000 shares on January 7, 2024; 275,000 shares on January 7, 2025; and 275,000 shares on January 7, 2026; and they expire on January 7, 2027, or ninety (90) days from resignation or termination of employment. Mr. Griffin was granted an additional 550,000 options on November 29, 2023, and vest 183,333 shares on November 29, 2024, 183,333 on November 29, 2025, and 183,334 on November 29, 2025; and they expire on the earlier of November 29, 2028, or ninety (90) days from resignation or termination of employment. (5) These options were granted on July 17, 2023, and all 60,000 shares vested July 17, 2023; and they expire on the earlier of July 17, 2028, or ninety (90) days from resignation or termination of his position as a consulting attorney to the Company. (6) These options were granted on November 29, 2023, and vest one third on November 29, 2024, on third on November 29, 2025, and one third on November 29, 2026; and they expire on the earlier of November 29, 2028, or ninety (90) days from resignation or termination of employment. (7) These options were granted on November 29, 2023, and vest one third on November 29, 2024, on third on November 29, 2025, and one third on November 29, 2026; and they expire on the earlier of November 29, 2028, or ninety (90) days from resignation or termination of employment. With the execution of the First Omnibus Agreement between the Company and Excess Telecom, which was effective on September 19, 2025, on October 13, 2025, but effective as of September 19, 2025, the Board of Directors of the Company adopted resolutions providing that the incentive stock options of any employees whose service will or may be transferred from KonaTel to IM Telecom shall remain valid and exercisable in accordance with the terms of their respective ISO Agreements, without exception and regardless of when the Final Closing of the Excess Telecom Membership Purchase Agreement is completed. (8) These options were granted on March 27, 2024, and 33,333 shares vest on March 27, 2025, 33,333 shares vest on March 27, 2026, and 33,334 shares vest on March 27, 2027; and they expire on the earlier of March 27, 2029, or ninety (90) days from resignation or termination of employment. 56 Compensation of Directors Mr. McEwen receives no compensation to serve as a Director and Chairman of the Board. Currently, and except for compensation of Mr. McEwen under his Third Amended Employment Agreement (see Section 9 – Financial Statements and Exhibits, Item 9.01, Part IV, Item 15, Exhibit 10.1 ), and the current $500 monthly compensation set out above for certain directors (these directors were paid $3,000 per month through May, 2023), our directors do not receive any other compensation other than the incentive stock options outlined above in this Item in the Outstanding Equity Awards Table. Transactions with Related Persons For information regarding transactions with related persons, see the heading “Transactions with Related Persons,” in Part III, Item 13 below. Promoters and Certain Control Persons See the heading “Transactions with Related Persons,” under Item 13 below. Parents of the Smaller Reporting Company We have no parents. ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Security Ownership of Certain Beneficial Owners The following table sets forth the ownership by any person known to us to be the beneficial owner of more than five percent (5%) of any of our outstanding voting securities as of the filing of this Annual Report with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Other than as indicated below in footnotes to this table, the persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. Security Ownership of Beneficial Owners Name and Address* Title of Amount and Nature of Beneficial Percent of of Beneficial Owner Class Ownership (1) & (2) Class (1) & (2) D. Sean McEwen Common 16,934,262 36.85% Joshua Ploude Common 6,300,000 13.71% Security Ownership of Officers and Directors Name and Address* Title of Amount and Nature of Beneficial Percent of of Officer or Director Class Ownership (1) & (2) Class (1) & (2) D. Sean McEwen Common 16,934,262 36.85% Charles D. Griffin Common 1,466,666 3.19% Brian R. Riffle Common 0 0.00% K. Paul LaPier Common 300,000 0.65% Robert Beaty Common 707,400 1.55% Joshua Ploude Common 6,300,000 13.71% All Officers and Directors as a Group Common 25,708,328 55.94% *The Company’s principal executive office address is on the cover page. (1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within sixty (60) days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. (2) Based on 43,979,064 currently issued and outstanding shares of common stock as of March 31, 2026, together with 1,974,998 vested incentive stock options, comprised of, 508,332 for Robert Beaty, and 1,466,666 for Charles D. Griffin, for a total of 45,954,062 issued (or issuable with respect to such options within sixty [60] days) and outstanding shares of common stock, as of the filing of this Annual Report. SEC Rule 13d-3 generally provides that management’s beneficial ownership of securities includes any such security that can be acquired within sixty (60) days. Accordingly, any securities not outstanding, which are subject to such options, warrants or conversion privileges and exercisable within sixty (60) days, are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person, and are not treated as outstanding for the purpose of computing the percentage of the class owned by any such person. Changes in Control There are no additional present arrangements or pledges of our securities which may result in a change in control of the Company. 57 ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Transactions with Related Persons Transactions with Shareholders None. Transactions with CFO Strategies LLC Brian R. Riffle, the CFO of the Company, is the Managing Partner of CFO Strategies, LLC. During the years ended December 31, 2025, and December 31, 2024, respectively, payments of $20,465 were made to CFO Strategies LLC as compensation for the CFO services of Mr. Riffle. Promoters and Certain Control Persons See the heading “Transactions with Related Persons” of this Item above, and Part III, Item 12 hereof for identification of control persons. Director Independence For purposes of determining director independence, we have applied the definitions set out in NASDAQ Marketplace Rule 4200(a)(15), which states that “Independent director” means “a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.” As of December 31, 2025, only Robert Beaty and Jeffrey Pearl came within any of the exceptions to this definition regarding: being or having been an executive officer; having an employee-employer relationship with us; having received compensation from us in an amount in excess of $100,000; and having certain relationships with us, in the case of membership of a director on an audit committee, including applicable family relationships. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant. ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES The following is a summary of the fees billed to us by our principal accountants, Haynie & Company, CPAs, during the years ended December 31, 2025, and 2024, respectively: Fee Category 2025 2024 Audit Fees $ 108,172 $ 103,016 Audit-related Fees — — Tax Fees — — All Other Fees — — Total Fees $ 108,172 $ 103,016 Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements for our 10-K Annual Reports and review of the financial statements included in our 10-Q Quarterly Reports or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements. Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.” Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning. All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit Fees,” “Audit-related Fees,” and “Tax Fees” above. 58 PART IV ITEM 15: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a)(1)(2) Financial Statements. See the audited financial statements of the Company contained in Part II, Item 8 above, of this Annual Report, which are incorporated herein by this reference. (a)(3) Exhibits. The following exhibits are filed as part of this Annual Report: (a) Exhibits. Exhibit Number Description of Exhibit Filing 3(i) Amended and Restated Certificate of Incorporation Filed with the Form 8-K dated February 7, 2018, and filed with the SEC on February 12, 2018. 3(ii) Amended and Restated Bylaws Filed with the Form S-8 filed with the SEC on December 8, 2023, and incorporated herein by reference. 4 Description of the Company’s Securities Filed with the Form 10-K for December 31, 2022, and filed with the SEC on April 17, 2023. 10.1 Third Amended Employment Agreement with D. Sean McEwen Filed with the Form 8-K dated January 1, 2022, and filed with the SEC on January 14, 2022. 10.2 Charles D. Griffin Employment Agreement Filed with the Form 8-K dated January 1, 2022, and filed with the SEC on January 14, 2022. 10.3 Joshua Ploude Employment Agreement Filed with the Form 8-K dated December 31, 2018, and filed with the SEC on December 31, 2018. 14 Code of Ethics Filed with the Form 8-K/A filed on December 20, 2017, and incorporated herein by reference. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith. 99.1 Insider Trading Policy (as amended) Filed with the Form 10-Q for September 30, 2024, and filed with the SEC on November 14, 2024. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase Exhibits incorporated by reference: 8-K Current Report dated June 14, 2022 (“CCUR Loan”), and filed with the SEC on June 21, 2022 8-KA Current Report dated June 14, 2022 (“CCUR Loan”), and filed with the SEC on June 7, 2023 8-K Current Report dated April 6, 2023 (“Insight Mobile Assignment”) and filed with the SEC on April 17, 2023 8-K Current Report dated December 18, 2023 (“ACP Financing Installment Sale Agreement”), filed with the SEC on December 22, 2023. 8-K Current Report dated January 22, 2024 (“Excess Telecom Membership Purchase Agreement and Transaction Documents”), filed with the SEC on January 30, 2024. 8-KA-1 Current Report dated January 22, 2024 (“Excess Telecom Membership Purchase Agreement Transaction Documents,” as amended), filed with the SEC on March 10, 2025. 8-KA-2 Current Report dated January 22, 2024 (“Excess Telecom Membership Purchase Agreement Transaction Documents,” as amended), filed with the SEC on September 30, 2025. ITEM 16. FORM 10-K SUMMARY None. 59 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KonaTel, Inc. Date: April 16, 2026 By: /s/ D. Sean McEwen D. Sean McEwen Chairman, CEO and Director Date: April 16, 2026 By: /s/ Brian R. Riffle Brian R. Riffle Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: April 16, 2026 By: /s/ D. Sean McEwen D. Sean McEwen Chairman, CEO and a Director Date: April 16, 2026 By: /s/ Brian R. Riffle Brian R. Riffle Chief Financial Officer Date: April 16, 2026 By: /s/ Robert Beaty Robert Beaty Director 60