09/16/2025 | Press release | Distributed by Public on 09/16/2025 14:26
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option | $0.22 | 09/18/2019 | 09/18/2025 | Common Stock | 187,500(1) | 187,500 | D | ||||||||
Option | $0.22 | 12/18/2019 | 12/18/2025 | Common Stock | 187,500(1) | 375,000 | D | ||||||||
Option | $0.22 | 09/16/2025 | M | 187,500 | 09/18/2019 | 09/18/2025 | Common Stock | 187,500(2) | $0.22(3) | 187,500 | D | ||||
Option | $0.22 | 09/16/2025 | M | 187,500 | 12/18/2019 | 12/18/2025 | Common Stock | 187,500(2) | $0.22(3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McEwen David S 500 N. CENTRAL EXPRESSWAY SUITE 202 PLANO, TX 75074 |
X | X | Chairman and CEO |
/s/ Sean McEwen | 09/16/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of Common Stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder. Mr. Mark Savage, as the then sole member of the Board of Directors of the Company, adopted Board resolutions of the Company on November 15, 2017, resolving that all securities issued under the KonaTel merger would be exempt from the provisions of Rule 16b-3(d)(1) adopted pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended. |
(2) | Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby a newly formed wholly owned subsidiary merged with and into KonaTel Nevada, and under which KonaTel Nevada was the surviving corporation and became a wholly owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel Nevada and received merger consideration of 13,500,000 shares of the Company's Common Stock and 1,500,000 non-compensatory stock options to acquire shares of the Company's Common Stock under the merger. On September 16, 2025, Mr. McEwen exercised his seventh and eighth tranches of 187,500 stock options for a total of 375,000 shares of Common Stock. |
(3) | $82,500 exercise price, has been paid to the Company, effective September 16, 2025, by credit against deferred compensation owed to Mr. McEwen by the Company for prior services rendered, which was approved by unanimous consent of the Company's Board of Directors on January 11, 2022. |