Item 9A. Controls and Procedures
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, 2021, 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 effective as of December
31, 2021.
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.
In evaluating the effectiveness of our internal control
over financial reporting as of December 31, 2021, 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 effective as of December 31, 2021, and that there are no material weaknesses in the Company’s internal controls over financial
reporting as of such date.
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.
26
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, 2021.
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.
( This space intentionally left blank )
27
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
Positions Held
Since
D. Sean McEwen
60
Chairman, President and CEO
December 2017
Charles D. Griffin
57
President and COO
January 2022
Brian R. Riffle
62
Chief Financial Officer
December 2017
Paul LaPier
63
Vice President of Finance
November 2018
Secretary
April 2020 (1)
B. Todd Murcer
52
EVP, Finance and Secretary
January 2022
D. Sean McEwen
60
Director
December 2017
Robert Beaty
52
Director
February 2018
Jeffrey Pearl
58
Director
October 2018
Joshua Ploude
45
CEO of Apeiron Systems
December 2018
Jason N. Welch
51
President of IM Telecom
February 2022
Nicholas Metherd
38
Vice President of IM Telecom
October 2019 (2)
(1) Mr. LaPier resigned effective February 4, 2022, and has agreed to continue as a consultant to the Company
through December 31, 2022.
(2) Mr. Metherd resigned effective February 28, 2022, and has agreed to continue as a consultant to the
Company through December 31, 2022.
Background and Business Experience
D. Sean McEwen
Mr. McEwen is 60 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.
28
Charles D. Griffin
Mr. Griffin is 57 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 the 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 Summa Cum Laude in business
communications from Metropolitan State University of Colorado. A lover of the outdoors, Mr. Griffin is a commercial pilot, alpinist, and
lives in Colorado with his wife of over 32 years.
Brian R. Riffle
Mr. Riffle is 62 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).
B. Todd Murcer
Mr. Murcer is 52 years of age. Prior to joining
us, Mr. Murcer served as Executive Vice President, FP&A and Treasury of Lingo Communications, a provider of IP-based Cloud voice and
data solutions, following its merger with Impact Telecom, Inc. (“Impact”) in 2018. In this key leadership position,
he directed procedures and policies for the financial operations of the business and had responsibility for planning and implementing
financial projections and reporting activities for the U.S. and its Canadian subsidiary, Vancouver Telephone Company, Limited. As
owner of treasury operations, Mr. Murcer managed the use and sourcing of the company’s cash and banking activities with additional
oversight to credit and collections risk management. Mr. Murcer has been in the telecommunication industry for more than 20
years, and got his start with Matrix Telecom, Inc. (“Matrix”), a Platinum Equity portfolio company that ultimately divested
to Impact. At Matrix, he helped the company grow annual revenues from $10 million to $400 million, serving in a number of business
development and financial roles and leading teams through numerous M&A transactions. Mr. Murcer holds a B.S. in Economics from
the University of Oklahoma and an M.S.M. from Boston University’s Brussels Graduate Center.
Robert Beaty
Mr. Beaty is 52 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.
Mr. Beaty brings twenty-four (24) 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.
29
He earned a B.A. in Psychology from the University
of Kansas and his M.B.A. in Business Administration from Webster University.
Jeffrey Pearl
Mr. Pearl is 58 years of age and brings more than
thirty-one (31) years of Telecommunications/Cloud Service Provider experience to our Board of Directors. Jeffrey has experience in both
the startup environment as well as working inside of some of the larger incumbent players, both privately held as well as publicly traded
companies. This experience will assist us in building out our go to market strategy, focusing both on direct sales as well as the alternative
channels of distribution. His extensive sales and marketing experience, knowledge of the marketplace and personal connections in the industry
are valuable to us at this stage and throughout our evolution.
Mr. Pearl currently is involved in running three companies:
Mr. Pearl is currently CEO and Co-founder of OTG Consulting,
which was founded in May 2016. OTG Consulting is a sales agency formed by a group of industry leaders
in order to fill a gap in the marketplace. The group assists executives of SMB and Enterprise businesses as they make the move to cloud-based
services. OTG Consulting works with most carriers and service providers delivering solutions for voice and data communications,
internet, hosting, managed services and other cloud offerings
Mr. Pearl also consults under PearlCom, a consulting
practice focusing on telecom companies and service providers which was founded in January 2016.
PearlCom offers strategic advice, providing direction on sales management, technology implementation, product pricing and positioning,
bringing his thirty (30) plus years of experience to the table, accelerating timelines and creating efficiencies.
Mr. Pearl also co-founded Secure View, where he is
Chief Revenue Officer and Partner, which was founded in December 2016. Secure View is focused on
delivering “best in class” unified IP-based security solutions. Its systems are designed to be more accessible and simpler
to use allowing customers to feel that their security needs are 100% covered providing peace of mind allowing them to focus elsewhere
on their business. Secure View offers the experience, knowledge and technical understanding coupled with relationships with the players/partners
needed to move security systems to the cloud.
Prior to starting
and running these three (3) companies, Jeffrey worked at Broadsoft (recently acquired by Cisco) July 2013 to May 2016, where he
successfully ran North America Carrier Sales. In this role he cultivated strong relationships with C-Level executives within the major
telcos and service providers utilizing BroadSoft in the US. Under his guidance, his organization also pursued new relationships with startups
and providers not utilizing BroadSoft. After successfully fulfilling those duties, Jeffrey was next tasked with starting an entirely new
division: Channel Acceleration, focusing on some of the largest customers in and outside the US. In this role, Jeffrey and his teams engaged
with executives and sales organizations to productively assist in accelerating their efforts around “Go to Market” strategies,
sales training and sales assistance in the area of Hosted VoIP and SIP Trunking services. Prior to Broadsoft Jeffrey successfully started,
operated and sold two VoIP companies.
Joshua Ploude
Mr. Ploude is 45 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.
Jason N. Welch
Mr. Welch is 51 years of age, President of IM Telecom.
Prior to joining us, Mr. Welch served as Chief Operations Officer of 46 Labs LLC, a provider of SaaS, voice and data solutions servicing
large enterprise and communications providers internationally. In this key leadership position, he directed procedures and policies
for the operations of the business and had responsibility for service delivery, customer care and vendor management. Prior to joining
46 Labs, Mr. Welch served as Executive Vice President of Impact Telecom, a
30
Lingo Company. In this function, he provided
oversight to carrier wholesale sales acquisition, product strategy, account management, agent channel management, vendor management, pricing,
routing and business analytics. He successfully managed the growth of the carrier wholesale business unit to $40m+ in annual revenues,
processing 18b+ voice minutes annually through hundreds of domestic and international carrier partnerships. Mr. Welch has
been in the telecommunication industry for more than 25 years and has successfully served in management roles across companies such as
Frontier Communications, Global Crossing, Telco Group Inc., KDDI Global, XO Communication and Impact Telecom.
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;
(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
31
(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, 2021, and based upon a review of the filings contained in the Edgar Archives, all such required
reports were believed to be timely filed.
Delinquent Reports
Section 16(a) beneficial ownership reports filed
by Messrs. Beaty and Pearl during the year ended December 31, 2021, both of whom are independent directors and each of whom receive quarterly
incentive stock options grants for their service, were not timely filed for each of the quarterly incentive stock option grants they received.
The late filings of these reports were not due to any act or lack of action by these persons, and was primarily due to the lack of coordination
between the preparation of the incentive stock option grant documents, obtaining the requisite signatures, completing the beneficial reporting
forms and getting all of them signed and timely filed. We have implemented a pre-timed system to ensure that all applicable documents
necessary for the grants of incentive stock options and documentation of these grants, along with the timely filing of all of these required
reports, are prepared, executed and 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. 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 one (1) director and two (2) executive officers, and we believed 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.
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, which is Exhibit 99.1 hereto. See Item IV, Part 15.
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. This summary is modified in its entirely
by reference to Exhibit 99.1 .
ITEM 11: EXECUTIVE COMPENSATION
All Compensation
32
The following Employment Agreements of our officers
and directors (with the exception of Mr. Metherd, for which there is no written Employment Agreement), which are discussed below under
the caption “Executive Compensation” in Part III, Item 11 hereof, can be accessed by Hyperlink in Part IV, Item 15 hereof:
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 filed herewith.
Charles D. Griffin, President-8-K Current Report dated
January 1, 2022, filed with the SEC January 14, 2022.
Todd C. Murcer-8-K Current Report dated February 4,
2022, filed with the SEC on February 11, 2022.
Joshua Ploude, President of Apeiron Systems-8-K Current
Report dated December 31, 2018, filed with the SEC on December 31, 2018.
Jason N. Welch, President of IM Telecom-8-KA-1 Current
Report dated February 4, 2022, filed with the SEC on April 8, 2022.
Summary Compensation Table
Option
Deferred
and
All Other
Name and
Compen-
Stock
Warrant
Compen-
Principal Position
Salary
sation
Bonus
Awards
Awards*
sation
Total
D Sean McEwen, Chairman and CEO
2021
$
66,186
$
—
$
—
$
—
$
—
$
—
$
66,186
2020
$
198,491
$
—
$
—
$
—
$
—
$
—
$
198,491
Robert Beaty, Director
2021
$
31,000
$
—
$
—
$
—
$
89,334
$
—
$
120,334
2020
$
24,000
$
—
$
—
$
—
$
14,075
$
—
$
38,075
Jeffrey Pearl, Director
2021
$
31,000
$
—
$
—
$
—
$
78,876
$
—
$
109,876
2020
$
24,000
$
—
$
—
$
—
$
12,602
$
—
$
36,602
Brian R. Riffle, Chief Financial Officer
2021
$
—
$
—
$
—
$
—
$
—
$
37,160
$
37,160
2020
$
—
$
—
$
—
$
—
$
—
$
18,954
$
18,954
Paul LaPier, Secretary
2021
$
182,442
$
—
$
—
$
—
$
20,513
$
—
$
202,955
and Vice President of Finance
2020
$
140,102
$
—
$
—
$
—
$
20,513
$
—
$
160,615
Joshua Ploude, President,
2021
$
219,679
$
—
$
—
$
—
$
—
$
—
$
219,679
Apeiron Systems
2020
$
200,000
$
—
$
—
$
—
$
—
$
—
$
200,000
Nick Metherd, Vice President, IM Telecom
2021
$
180,000
$
—
$
—
$
—
$
20,513
$
—
$
200,513
2020
$
119,388
$
—
$
—
$
—
$
20,513
$
—
$
139,901
*See the heading “Outstanding Equity Awards”
below.
Employment Agreement of D. Sean McEwen
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, which are described in his McEwen Employment Agreement that can be viewed
under the heading “KonaTel Merger Current Reports” in Part IV, Item 15. After the initial term, the McEwen Employment Agreement
provided that it will continue on a year-to-year basis as specified under Section 3.0 thereof. 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 $22,916.66, 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 has 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 is filed herewith as Exhibit
10.1 , in Part IV, Item 15 hereof.
33
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 $20,833.33, 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) months’
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.
The Employment Agreement has customary termination,
trade secret and dispute resolution clauses, among others.
B. Todd Murcer Employment Agreement
On January 24, 2022, we entered into an Employment
Agreement with Mr. Murcer (the “Murcer Employment Agreement”), under which Mr. Murcer will serve as our Executive Vice President
of Finance and Secretary of the Company, with customary duties applicable to these positions, and which are described in Exhibit A
thereof. Under the Murcer Employment Agreement, Mr. Murcer will receive the following compensation: $18,750 per month base salary; and
inclusion in our healthcare plan for employees, including medical, dental and vision, which coverage also includes his immediate family.
The monthly base salary may be increased or decreased from time to time in the sole discretion of the Company, but in no event shall the
monthly base salary be less than the amount stated in this section. Mr. Murcer entitled to four (4) weeks of paid vacation during each
year of his employment in accordance to the Company’s vacation accrual policy as defined by our Company handbook; and he may also
receive an annual bonus under the Company’s bonus program established by us and as approved by our Board of Directors each calendar
year.
The Murcer Employment Agreement also contained 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 will be 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 $20,883.33. 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.
Jason N. Welch Employment Agreement
On February 2, 2022 (effective February 14, 2022),
we entered into an Employment Agreement with Mr. Welch (the “Welch Employment Agreement”), under which Mr. Welch will serve
as the President of IM Telecom, with customary duties applicable to this position, and which are described in Exhibit A thereof.
Under the Welch Employment Agreement, Mr. Welch will receive the following compensation: $20,833.33 per month base salary; and inclusion
in our healthcare plan for employees, including medical, dental and vision, which coverage also includes his immediate family. The monthly
base salary may be increased or decreased from time to time in the sole discretion of the Company, but in no event shall the monthly base
salary be less than the amount stated in this section. Mr. Welch is entitled to four (4) weeks of paid vacation during each year of his
employment in accordance to the Company’s vacation accrual policy as defined by our Company handbook; and he may also receive an
annual bonus under the Company’s bonus program established by us and as approved by our Board of Directors each calendar year.
The Welch Employment Agreement also contained customary
termination, trade secret and dispute resolution clauses, among others.
34
Securities Authorized for Issuance under Equity Compensation Plans
Outstanding Equity Awards
Name
Option Awards
Stock Awards
Number of
securities
underlying
unexercised
options (#)
exercisable
Number of
securities
underlying
unexercised
options (#)
not
exercisable
Equity
incentive plan
awards;
number of
securities
underlying
unexercised
unearned
options (#)
Option
exercise
price ($)
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)
D. Sean McEwen
1,500,000
0
$0.2200
(1)
0
0
John Shadek
50,000
0
$0.2000
(2)
0
0
Robert Beaty
100,000
0
$0.3300
(3)
0
0
Robert Beaty
25,000
0
$0.1771
(3)
0
0
Robert Beaty
50,000
0
$0.1672
(3)
0
0
Robert Beaty
25,000
0
$0.1650
(3)
0
0
Robert Beaty
25,000
0
$0.2618
(3)
0
0
Robert Beaty
25,000
0
$0.1309
(3)
0
0
Robert Beaty
25,000
0
$0.0627
(3)
0
0
Robert Beaty
25,000
0
$0.4400
(3)
0
0
Robert Beaty
25,000
0
$0.6600
(3)
0
0
Robert Beaty
25,000
0
$0.9350
(3)
0
0
Robert Beaty
25,000
0
$1.9250
(3)
0
0
Robert Beaty
0
25,000
$1.1440
(3)
0
0
Jeffrey Pearl
100,000
0
$0.4950
(3)
0
0
Jeffrey Pearl
25,000
0
$0.1650
(3)
0
0
Jeffrey Pearl
25,000
0
$0.1232
(3)
0
0
Jeffrey Pearl
25,000
0
$0.1672
(3)
0
0
Jeffrey Pearl
25,000
0
$0.1001
(3)
0
0
Jeffrey Pearl
25,000
0
$0.4895
(3)
0
0
Jeffrey Pearl
25,000
0
$0.5970
(3)
0
0
Jeffrey Pearl
25,000
0
$0.8130
(3)
0
0
Jeffrey Pearl
25,000
0
$1.5950
(3)
0
0
Jeffrey Pearl
0
25,000
$1.3420
(3)
0
0
Nick Metherd
300,000
0
$0.1500
(4)
0
0
Paul LaPier
300,000
0
$0.1500
(4)
0
0
Jonathan So
0
150,000
$0.3200
(5)
0
0
Cynthia Collins
0
75,000
$0.7300
(6)
0
0
Edward Archuleta
0
30,000
$0.7300
(7)
0
0
James Connolly
0
30,000
$0.7300
(7)
0
0
Charles D. Griffin
0
1,100,000
$0.7800
(8)
0
0
Amy Pearson
0
50,000
$0.7500
(9)
0
0
B. Todd Murcer
0
350,000
$1.1650
(10)
0
0
Jason N. Welch
0
350,000
$1.0400
(11)
0
0
(1) These options vested on the following dates and are exercisable in the following
tranches, as vested, and expire December 18, 2022: 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.
35
(2) These options all vested on December 18, 2017 and expire December 18, 2022.
(3) As part of their designation as directors, Messrs. Addington, Beaty and
Pearl (commencing with the quarter beginning on January 28, 2019) were granted quarterly stock option grants to purchase 25,000 shares
of our common stock, 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 the remaining quarters of service as a director. These options expire at the earlier of five (5) years from
the date of grant or one (1) year from termination or resignation as a director. These directors were also paid $2,000 per month for their
service on the Board of Directors until June of 2021 when the amount was increased to $3,000 per month. See the “Summary Compensation
Table” above. Mr. Addington resigned as a director of the Company on January 1, 2020, and he forfeited 175,000 options that were
not exercised within the one (1) year period of his resignation on January 1, 2021.
(4) These options were granted on October 24, 2019, and vest 100,000 shares
on December 31, 2019; 100,000 shares on December 31, 2020; and 100,000 shares on December 31, 2021; and they expire on the earlier of
five (5) years or three (3) months from the termination of employment.
(5) 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 five (5) years or three
(3) months from the termination of employment.
(6) These options were granted on May 17, 2021, and vest 25,000 shares on May
17, 2022; 25,000 shares on May 17, 2023; and 25,000 shares on May 17, 2024; and they expire on the earlier of five (5) years or three
(3) months from the termination of employment.
(7) 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 five (5) years or three
(3) months from the termination of employment.
(8) 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 the earlier of five (5) years or three (3) months from the termination of employment.
(9) These options were granted on September 27, 2021, and vest 16,667 shares
on September 27, 2022; 16,667 shares on September 27, 2023, and 16,666 shares on September 27, 2024; and they expire on the earlier of
five (5) years or three (3) months from the termination of employment.
(10) These options were granted on January 24, 2022, and vest 87,500 shares on
January 24, 2023, 87,500 shares on January 24, 2024, 87,500 shares on January 24, 2025 and 87,500 shares January 24, 2026; and they expire
on the earlier of five (5) years.
(11) These options were granted on February 14, 2022, and vest 87,500 shares
February 14, 2023, 87,500 shares on February 14, 2024, 87,500 shares on February 14, 2025 and 87,500 shares on February 14, 2026; and
they expire on the earlier of five (5) years.
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 Employment Agreement and the $3,000
monthly compensation set out above for certain directors, our directors do not receive any other compensation other than the incentive
stock options outlined above in this Item under the heading “Outstanding Equity Awards.”
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.
36
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*
of Beneficial Owner
Title of
Class
Amount and Nature of Beneficial
Ownership (1), (2) & (3)
Percent of
Class (1), (2) & (3)
D. Sean McEwen
Common
17,000,000
38.21%
Joshua Ploude
Common
6,300,000
14.16%
Shawnee Communications, Inc.
Common
2,500,000
5.62%
Security Ownership of Officers and Directors
Name and Address*
of Officer or Director
Title of
Class
Amount and Nature of Beneficial
Ownership (1), (2) & (3)
Percent of
Class (1), (2) & (3)
D. Sean McEwen
Common
17,000,000
38.21%
Brian R. Riffle
Common
0
0.00%
Paul LaPier
Common
300,000
0.67%
B. Todd Murcer
Common
0
0.00%
Robert Beaty
Common
450,000
1.01%
Jeffrey Pearl
Common
350,000
0.79%
Joshua Ploude
Common
6,300,000
14.16%
Jason N. Welch
Common
0
0.00%
Nicholas Metherd
Common
300,000
0.67%
All Officers and Directors as a Group
Common
24,700,000
55.52%
*The Company’s principal executive office address
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 41,615,406 issued and outstanding shares
of common stock, together with 2,875,000 vested options, comprised of 1,500,000 for Sean McEwen, 425,000 for Robert Beaty, 350,000 Jeffrey
Pearl, 300,000 for Nick Metherd and 300,000 for Paul LaPier, for a total of 44,490,406 issued (or issuable with respect to such options
within sixty [60] days) and outstanding shares of common stock, as of the date 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.
(3) Joshua Ploude acquired 6,300,000 shares of our
common stock under the Apeiron Systems Merger Agreement outlined in our 8-K Current Report dated December 31, 2018 and filed with the
SEC on December 31, 2018. See the heading “Apeiron Systems Merger Current Reports” in Part IV, Item 15 hereof. The beneficial
ownership of Mr. McEwen in the “Beneficial Owners” table includes 15,500,000 shares directly owned; and 1,500,000 shares underlying
personally owned vested options, all of which vested options can be exercised within sixty (60) days of the filing of this Annual Report.
37
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.
ITEM 13: CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
Transactions with Shareholders
During 2019, Apeiron System’s CEO, Joshua Ploude,
advanced $200,000 to the Company. This amount was fully repaid as of October, 2020.
During 2017, three of the Company’s shareholders,
D. Sean McEwen, Matthew Atkinson, and Mark Savage advanced $191,500, $15,063 and $7,564, respectively, to the Company. The amounts advanced
were used for working capital purposes and did not bear any interest and had no maturity date. All advances were fully repaid as of December
31, 2019.
Transactions with CFO Strategies LLC
Brian R. Riffle, the CFO of the Company, is the Managing
Partner of CFO Strategies, LLC. Payments of $37,160 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.” None of the following named directors come 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. Accordingly, Messrs. Robert Beaty and Jeffrey Pearl, two (2) of our current directors, are independent
directors.
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, 2021, and 2020, respectively:
Fee Category
2021
2020
Audit Fees
$
106,156
$
92,525
Audit-related Fees
—
—
Tax Fees
—
—
All Other Fees
—
—
Total Fees
$
106,156
$
92,525
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.
38
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.
( This space intentionally left blank )
39
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
Description of Exhibit
Filing
Number
3(i)
Amended and Restated Certificate of Incorporation
Filed with the Form 8-K/A filed on December 20, 2017 and incorporated herein by reference.
3(ii)
Amended and Restated Bylaws
Filed with the Form 8-K/A filed on December 20, 2017 and incorporated herein by reference.
10.1
Third Amended Employment Agreement with D. Sean McEwen
Filed herewith.
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
Filed herewith.
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:
Apeiron Systems Merger Current Reports
8-K Current Report dated January 31, 2019, and filed with the SEC on January 31, 2019 (Press Release)
8-K Current Report dated December 31, 2018, and filed with the SEC on December 31, 2018 .
Agreement and Plan of Merger
Ploude Employment Agreement
Yanson Employment Agreement
Lock-up/Leak-out Agreement
Shareholder Voting Agreement
8-K/A-2 Current Report dated December 31, 2018, and filed with the SEC on June 21, 2021
40
Telecon Wireless Sale Current Report
8-K Current Report dated August 9, 2018, and filed with the SEC on August 15, 2018 .
Asset Purchase Agreement
Bill of Sale
Promissory Note
Security Agreement
IM Telecom Current Reports
8-KA-2 Current Report of the same February 7, 2018, and filed with the SEC on February 6, 2019 .
IM Telecom PSMI
IM Telecom PSMI (First Amendment)
IM Telecom PSMI (Second Amendment)
Morrow Independent Contractor Agreement and Incentive Stock Option Agreement
Morrow Incentive Stock Option Agreement
Morrow Lock-Up/Leak-Out Agreement
Closing Memorandum (without Exhibits)
8-KA-1 Current Report of the February 7, 2018, and filed with the SEC on January 14, 2019 .
8-K Current Report dated February 19, 2019 and filed with the SEC on February 19, 2019 .
Press Release
8-K Current Report dated September 4, 2019, filed with the SEC on September 6, 2019 .
Morrow Settlement Agreement and Release
8-K Current Report dated January 1, 2022, and filed with the SEC on January 14, 2022 .
First Amended Employment Agreement with D. Sean McEwen
2nd Amended Employment Agreement with D. Sean McEwen
Charles D. Griffin Employment Agreement
8-K/A-1 Current Report dated February 4, 2022, and filed with the SEC on April 8, 2022 .
Jason N. Welch Employment Agreement
8-K Current Report dated February 4, 2022, and filed with the SEC on February 11, 2022 .
Murcer Employment Agreement
ITEM 16. FORM 10-K SUMMARY
None.
41
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 14, 2022
By:
/s/ D. Sean McEwen
D. Sean McEwen
Chairman and CEO
Date:
April 14, 2022
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 14, 2022
By:
/s/ D. Sean McEwen
D. Sean McEwen
Chairman, CEO and a Director
Date:
April 14, 2022
By:
/s/ Brian R. Riffle
Brian R. Riffle
Chief Financial Officer
Date:
April 14, 2022
By:
/s/ Robert Beaty
Robert Beaty
Director
Date:
April 14, 2022
By:
/s/ Jeffrey Pearl
Jeffrey Pearl
Director
42
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.