KonaTel, Inc. 10-K

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Until December 14, 2020, our common stock was quoted on the “OTC Pink Tier” of the OTC Markets under the symbol “KTEL.” On December 14, 2020, our common was approved for up-listing on the OTC Markets’ OTCQB® Venture Market or the OTCQB Tier. No assurance can be given that any established trading market for our common stock will develop or be maintained. For any market that develops for our common stock, the sale of shares of our common stock that is comprised of “restricted securities” pursuant to Rule 144 of the SEC or any other available exemption from registration under the Securities Act or by registration under the Securities Act by members of management or others, including any person to whom any such securities may be issued in the future, may have a substantial adverse impact on any such public market. For information regarding the requirements of resales under Rule 144, see the heading “Rule 144” of this Item below. Our common stock that can be acquired under vested and exercised incentive stock options that we have granted may also have an impact on any public trading market in our common stock. The shares underlying our 2018 Incentive Stock Option Plan have been registered with the SEC on Form S-8. See the heading “Outstanding Equity Awards” of the caption “Executive Compensation” in Part III, Item 11 hereof, for a description of all of our outstanding incentive stock options. Also, see the heading “Risks Related to Our Common Stock” of the caption “Risk Factors” in Part I, Item 1A hereof. The following table sets forth, for the periods indicated over the last two (2) years, the high and low closing prices during each period, as reported by the OTC Markets and OTCQB Markets, and represents prices between dealers that do not include retail markups, markdowns or commissions and may not represent actual transactions: For the Years Ended December 31, 2024 2023 High Low High Low First Quarter $ 0.95 $ 0.61 $ 1.14 $ 0.58 Second Quarter $ 0.72 $ 0.46 $ 0.84 $ 0.44 Third Quarter $ 0.60 $ 0.33 $ 1.18 $ 0.55 Fourth Quarter $ 0.51 $ 0.16 $ 1.01 $ 0.58 These prices were obtained from OTC Markets and do not necessarily reflect actual transactions, retail markups, mark downs or commissions. ( This space intentionally left blank. ) 23 Rule 144 The following is a summary of the current requirements of Rule 144, including issues related to companies that are or have ever been a “shell company,” which includes the Company: Securities Affiliate or Person Selling on Behalf of an Affiliate Non-Affiliate (and has not been an Affiliate During the Prior Three (3) Months) Restricted Securities of Reporting Issuers During six (6) month holding period – no resales under Rule 144 Permitted. After six (6) month holding period – may resell in accordance with all Rule 144 requirements including: *Current public information ; Volume limitations ; Manner of sale requirements for equity securities; and Filing of Form 144. *Current public information is continually required for resales under Rule 144 because we were a former shell company. During six (6) month holding period – no resales under Rule 144 permitted. After six (6) month holding period but before one (1) year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one (1) year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements. Restricted Securities of Non-Reporting Issuers During one (1) year holding period – no resales under Rule 144 permitted. After one (1) year holding period – may resell in accordance with all Rule 144 requirements including: *Current public information; Volume limitations; Manner of sale requirements for equity securities; and Filing of Form 144. During one (1) year holding period – no resales under Rule 144 permitted. After one (1) year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements. Holders We have 555 shareholders of record as of March 31, 2025, not including an indeterminate number of shareholders who may hold their shares in “street name.” Dividends We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future. All future earnings are anticipated to be utilized for research, development and the furtherance of our business plan and our technologies, products, services, and platform, and accordingly, it is highly unlikely that you will receive any dividends from us in the near future, if ever. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities With the exception of the purchase of 375,000 shares of our common stock in year ended December 31, 2024, and 750,000 shares of our common stock in the year ended December 31, 2023, all pursuant to the exercise of certain non-compensatory stock options acquired by our Chairman and CEO, D. Sean McEwen, in 2017, at an exercise price of $0.22 per share, there have been no sales by us of any unregistered or restricted securities during the past two (2) years ended December 31, 2024, and 2023. The exercise price of these stock options was paid from accrued salary owed to Mr. McEwen; cash; or the conveyance of fully-paid shares of our common stock owned by Mr. McEwen of a value equal to the exercise price based on the closing market price of our shares at or about the date of exercise. 24 Use of Proceeds of Registered Securities None; not applicable. Purchases of Equity Securities by Us and Affiliated Purchasers Excluding incentive stock options or non-compensatory stock options paid for by the conveyance of fully-paid and owned shares of our common stock to us by any such option holders, which shares had a value equal to the exercise price of any such options, based on the closing market price of our shares at or about the date of exercise, none. ITEM 6: [RESERVED]