As filed with the Securities and Exchange Commission on November 5, 2026.

 

Registration No. 333-266052

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 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 500

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 500

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.

1347 East Gilmer Drive

Salt Lake City, Utah 84105

(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 ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
  Emerging Growth company ☐

 

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 of 1933, as amended (the “Securities Act”).

 

 

 

 

 

 

The purpose of this Post-Effective Amendment No. 1 to this S-8 Registration Statement No. 333-266052 (the “Registration Statement” or “Form S-8”) is to withdraw 950,000 shares of the Registrant’s common stock underlying unexercised granted and unissued or ungranted shares in respect of incentive stock options under the Company’s 2018 Incentive Stock Option Plan from registration under Form S-8. This amendment leaves “0” remaining registered shares under the Registration Statement and has no other effect on the remaining 6,000,000 reserved shares for future issuance as “restricted securities” under the Company’s 2018 Incentive Stock Option Plan.

 

The reason for the withdrawal of all remaining registered and unissued shares under this Registration Statement is that the Company intends to directly file a Form 15 to deregister its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For additional information, see our 8-K Current Report dated October 30, 2026, filed with the SEC on November 5, 2026, which can be accessed in the SEC Edgar Archives at www.sec.gov.

 

We registered 2,000,000 shares in the Form S-8 filed July 7, 2022, for a total registered shares of 2,000,000; and are withdrawing 950,000 shares in this Post-Effective Amendment No. 1 to the Form S-8 filed July 7, 2022, for a total registered shares issued under these filings of 1,050,000 shares, leaving “0” registered shares remaining under the Company’s Registration Statement, as amended.

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 “Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gurabo, PR, on the date indicated below.

 

  KONATEL, INC.
     
Date: November 5, 2026 By /s/ D. Sean McEwen
    D. Sean McEwen
    Sole Director and CEO

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the respective dates indicated below.

 

Date: November 5, 2026 /s/ D. Sean McEwen
  D. Sean McEwen
  Sole Director and CEO
   
Date: November 5, 2026 /s/ Brian R. Riffle
  Brian R. Riffle
  Chief Financial Officer
   
Date: November 5, 2026 /s/ K. Paul LaPier
  K. Paul LaPier
  Vice President of Finance and Secretary