As filed with the Securities and Exchange Commission
on August 25, 2021.
Registration No. 333-259053
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT UNDER THE
Securities
Act of 1933
KONATEL, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
80-0973608 |
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
500 N. Central Expressway, Suite 202
Plano, Texas 75074
(Address of Principal Executive Offices)
KonaTel, Inc. 2018 Incentive Stock Option Plan
(“2018” Incentive Stock Option Plan
[year designation reflects change to calendar year end in 2017])
(Full title of the plan)
D. Sean McEwen, Chairman and CEO
500 N. Central Expressway, Suite 202
Plano, Texas 75074
Name and address of agent for service
Telephone number, including area code, of agent for
service: (214) 323-8410
Copies to:
Leonard W. Burningham, Esq.
P. O. Box 521844
Salt Lake City, Utah 84152-1844
(801) 363-7411
Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o |
Accelerated filer o |
| Non-accelerated filer o |
Smaller reporting company x |
| |
Emerging Growth company o |
If an emerging growth company, indicate by check mark if the Registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act.
The purpose of this Post-Effective Amendment No. 2 to this S-8
Registration Statement is to remove 253,764 shares of the Registrant’s common stock underlying unexercised incentive stock
options. This amendment leaves 6,148,120 remaining registered shares equaling 1,648,120 shares issued and 4,500,000 reserved shares
for future issuance.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Plano, State of Texas, on March 20, 2023.
KONATEL, INC.
Date: March 20, 2023
By /s/D. Sean McEwen
D. Sean McEwen
Chairman and CEO
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date
indicated.
Date: March 20, 2023 /s/ D. Sean McEwen
D. Sean McEwen
Chairman and CEO
Date: March 20, 2023 /s/ Charles D. Griffin
Charles D. Griffin
President
Date: March 20, 2023 /s/ Brian R. Riffle
Brian R. Riffle
Chief Financial Officer
Date: March 20, 2023 /s/ Todd Murcer
Todd Murcer
Executive Vice President of Finance and Secretary
Date: March 20, 2023 /s/ Robert Beaty
Robert Beaty
Director
Date: March 20, 2023 /s/ Jeffrey Pearl
Jeffrey Pearl
Director and Assistant Secretary