8-K
KonaTel, Inc. (KTEL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: August 19, 2025
KonaTel, Inc.
(Exact name of registrant as specified in its charter)
N/A
(Former name or address, if changed since last report)
| Delaware | 001-10171 | 80-0973608 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>Of Incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
500 N. Central Expressway, Suite 202
Plano, Texas 75074
(Address of Principal Executive Offices, Including Zip Code)
(214) 323-8410
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
See Item 9.01, Exhibit 99.
The information contained in this Item 7.01 and in Exhibit 99 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such Section 18. Furthermore, the information contained in this Item 7.01 and in Exhibit 99 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description of Exhibit |
|---|---|
| 99 | Press Release dated August 19, 2025 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KonaTel, Inc. | ||
|---|---|---|
| Date: August 19, 2025. | By: | /s/ D. Sean McEwen |
| D. Sean McEwen | ||
| Chairman, Chief Executive Officer and Director |
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Exhibit 99
Exhibit99
KonaTelReports Second Quarter 2025 Results
DiversifiedHosted Services Expansion
DALLAS, August 19, 2025 -- KonaTel, Inc. (OTCQB: KTEL) (www.konatel.com), a voice/data communications holding company, today announced financial results for the three-month period ended June 30, 2025.
Second Quarter 2025Financial Summary
| · | Revenues of $2.2 million, down 50.3% compared to the second<br>quarter last year. The decrease in revenue, as discussed with our year-end 2024 results, relates to fewer activations within the Company’s<br>Mobile Services (“Lifeline”) segment as a result of reduced government subsidized revenues from the cancellation of the Affordable<br>Connectivity Program (the “ACP Program”). |
|---|---|
| · | Gross profit of $550,240, down 38.8% compared to the second<br>quarter last year. |
| --- | --- |
| · | Operating loss of ($1,198,558) compared to operating loss<br>of ($1,254,362) in the second quarter last year. |
| --- | --- |
| · | GAAP net loss of $(1,187,641), or $(0.03) per share, compared<br>to GAAP net loss of $(1,109,697), or $(0.03) per share, in the second quarter last year. |
| --- | --- |
| · | Non-GAAP net loss of $(942,182), or $(0.02) per diluted share,<br>compared to a Non-GAAP net loss of $(884,571), or $(0.02) per diluted share, in the second quarter of last year. |
| --- | --- |
| · | Generally, Q2 revenue, gross profit and non-GAAP income were<br>on par with Q1. |
| --- | --- |
| · | Cash remained healthy at $1.5 million, and we have already<br>taken significant steps to further reduce cash burn as our new growth initiatives gain traction. |
| --- | --- |
Sean McEwen, Chairman and CEO of KonaTel stated, “As previously stated in our 2024 10K filing, congress’ failure to re-fund the ACP Program has negatively impacted our business. We continue to aggressively pursue third-party relationships to expand our Lifeline operation, and we are currently awaiting regulatory approval in the state of California to potentially launch a new partnership before the end of 2025.
As part of our ongoing revenue diversification/derisking efforts, we continue to invest in the expansion of our CPaaS (“Communications Platform as a Service”) cloud platform, including wholesale SMS and POTS (“Plain Old Telephone Service”) wholesale cellular replacement service, specifically designed for telecommunications carriers and resellers.”
McEwen closed, “The unpredictable behavior of Congress during 2024 negatively impacted our business, but we shifted our development and sales efforts into new areas of expansion. We continue to believe one of our strong advantages comes from our established wholesale cloud CPaaS platform, that supports a variety of services, including termination/origination, VoIP/SIP, SMS, POTS, Mobile Data, and Mobile Voice solutions.
Management’s focus on our CPaaS business is providing a foundation to derisk the Company through the addition of future, low attrition recurring revenue services, and if we are successful with new distribution partnerships within our government subsidized Lifeline cellular service, we expect to see additional revenues.”
Quarterly FinancialSummary (Q2 2025 vs. Q2 2024)
Revenue of $2.2 million, a decrease of 50.3% compared to $4.3 million for the reasons discussed above. The decrease in revenue was primarily due to the loss of mobile services revenues under the ACP Program, which ended on June 1, 2024.
Gross profit was $550,240, or 25.5% gross profit margin, compared to $899,707, or 20.7% gross profit margin. This increase primarily resulted from adding higher Average Revenue Per User (“ARPU”) activations within our Mobile Services segment, and sourcing lower compensation and network costs.
Total operating expenses were $1.7 million, compared to $2.2 million. This decrease was primarily due to lower payroll and related expenses associated with the reduction of headcount in our IM Telecom subsidiary in the fourth quarter of 2024 as well as lower application development costs in our Hosted Services segment.
GAAP net loss was $(1,187,641) million, or $(0.03) per diluted share (based on 43.5 million weighted average shares), compared to a net loss of $(1,109,697), or $(0.03) per diluted share (based on 43.4 million weighted average shares).
Non-GAAP net loss was $(942,182), or $(0.02) per diluted share, compared to a Non-GAAP net loss of $(884,571), or $(0.02) per diluted share.
Balance Sheet
The Company ended the quarter with $1.5 million in cash, compared to $3.7 million on June 30, 2024. This decrease was due to a corresponding reduction in operating revenues during the same period.
Year-to-Date FinancialDetail (First Six Months of 2025 vs. First Six Months of 2024)
Revenues decreased 56.6% to $4.3 million compared to $10 million, reflecting a 1% decrease in Hosted Services revenues and an 81% decrease in Mobile Services revenues.
Gross profit was $1,202,133 or 27.8% gross profit margin, compared to gross profit of $2 million, or 20.3% gross profit margin. This increase in gross profit margin percentage primarily resulted from adding a higher percent of activations in the California market in our Mobile Services segment, and sourcing lower per subscriber network costs.
Total operating expenses were $3.3 million, down (18.8%) compared to $4.1 million. This decrease was primarily due to lower payroll and related expenses associated with the reduction of headcount in our IM Telecom subsidiary and lower application development costs in our Apeiron Systems subsidiary.
GAAP net loss was $(2,105,169) or $(0.05) per diluted share (based on 43.5 million weighted average shares), compared to net income of $7 million, or $0.16 per diluted share (based on 43.3 million weighted average shares). This decrease was a result of the gain on sale recognized as part of our sale of 49% interest in IM Telecom in the first quarter of 2024.
Non-GAAP net loss was $(1,619,014) million, or $(0.04) per diluted share, compared to non-GAAP net income of $7.5 million, or $0.17 per diluted share.
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About KonaTel
KonaTel provides a variety of retail and wholesale telecommunications services, including mobile voice/text/data service supported by national U.S. mobile networks, mobile numbers, SMS/MMS services, IoT mobile data service, and a range of hosted cloud services. KonaTel’s subsidiary, Apeiron Systems (www.apeiron.io), is a global cloud communications service provider employing a dynamic “as a service” (CPaaS/UCaaS/CCaaS/PaaS) platform. Apeiron provides voice, messaging, SD-WAN, and platform services using its national cloud network. All Apeiron’s services can be accessed through legacy interfaces and rich communications APIs. KonaTel’s other subsidiary, Infiniti Mobile (www.infinitimobile.com), is an FCC authorized national wireless ACP and Lifeline carrier with an FCC approved wireless Lifeline Compliance Plan, licensed to provide government subsidized cellular service to low-income American families across forty (40) states. KonaTel is headquartered in Plano, Texas.
Safe Harbor Statement
This Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Press Release. This Press Release should be considered in light of the disclosures contained in the filings of KonaTel and its “forward-looking statements” in such filings that are contained in the EDGAR Archives of the SEC at www.sec.gov.
Contacts
D. Sean McEwen
inquiries@konatel.com
--Unaudited Balance Sheets and Statements of Operations Follow –
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KonaTel,Inc.
ConsolidatedBalance Sheets
(unaudited)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current Assets | |||||
| Cash and Cash Equivalents | 1,491,346 | $ | 1,679,345 | ||
| Accounts Receivable, Net | 509,571 | 1,533,015 | |||
| Inventory, Net | 118,242 | 163,063 | |||
| Prepaid Expenses | 75,349 | 94,496 | |||
| Other Current Assets | 310,988 | 112,170 | |||
| Total Current Assets | 2,505,496 | 3,582,089 | |||
| Property and Equipment, Net | 13,563 | 15,128 | |||
| Other Assets | |||||
| Intangible Assets, Net | 323,468 | 323,468 | |||
| Right of Use Asset | 257,499 | 319,549 | |||
| Notes Receivable | 850,000 | 1,000,000 | |||
| Other Assets | 74,328 | 74,328 | |||
| Total Other Assets | 1,505,295 | 1,717,345 | |||
| Total Assets | 4,024,354 | $ | 5,314,562 | ||
| Liabilities and Stockholders' Equity | |||||
| Current Liabilities | |||||
| Accounts Payable and Accrued Expenses | 2,675,605 | $ | 2,277,597 | ||
| Right of Use Operating Lease Obligation - Current | 78,457 | 113,740 | |||
| Income Tax Payable | 184,051 | 184,051 | |||
| Total Current Liabilities | 2,938,113 | 2,575,388 | |||
| Long Term Liabilities | |||||
| Right of Use Operating Lease Obligation - Long Term | 195,999 | 227,776 | |||
| Total Long-Term Liabilities | 195,999 | 227,776 | |||
| Total Liabilities | 3,134,112 | 2,803,164 | |||
| Commitments and Contingencies | |||||
| Stockholders' Equity | |||||
| Common stock, .001 par value, 50,000,000 shares authorized 43,541,140 outstanding and issued at June 30, 2025, and 43,503,658 outstanding and issued at December 31, 2024 | 43,541 | 43,504 | |||
| Additional Paid In Capital | 10,699,743 | 10,215,767 | |||
| Accumulated Deficit | (9,853,042 | ) | (7,747,873 | ) | |
| Total Stockholders' Equity | 890,242 | 2,511,398 | |||
| Total Liabilities and Stockholders' Equity | 4,024,354 | $ | 5,314,562 |
All values are in US Dollars.
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KonaTel,Inc.
ConsolidatedStatements of Operations
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 2,158,656 | $ | 4,343,179 | $ | 4,327,370 | $ | 9,979,016 | ||||
| Cost of Revenue | 1,608,416 | 3,443,472 | 3,125,237 | 7,951,804 | ||||||||
| Gross Profit | 550,240 | 899,707 | 1,202,133 | 2,027,212 | ||||||||
| Operating Expenses | ||||||||||||
| Payroll and Related Expenses | 1,081,633 | 1,341,046 | 2,192,333 | 2,793,146 | ||||||||
| Operating and Maintenance | 2,069 | 1,421 | 3,489 | 2,965 | ||||||||
| Credit Loss | 13,910 | — | 13,910 | 1,448 | ||||||||
| Professional and Other Expenses | 325,750 | 231,302 | 483,181 | 341,525 | ||||||||
| Utilities and Facilities | 48,528 | 59,332 | 94,939 | 110,118 | ||||||||
| Depreciation and Amortization | 782 | 2,449 | 1,565 | 4,899 | ||||||||
| General and Administrative | 64,975 | 44,573 | 114,962 | 105,968 | ||||||||
| Marketing and Advertising | 5,396 | 27,031 | 10,482 | 61,027 | ||||||||
| Application Development Costs | 172,967 | 387,800 | 351,493 | 593,883 | ||||||||
| Taxes and Insurance | 32,788 | 59,115 | 63,981 | 113,550 | ||||||||
| Total Operating Expenses | 1,748,798 | 2,154,069 | 3,330,335 | 4,128,529 | ||||||||
| Operating Loss | (1,198,558 | ) | (1,254,362 | ) | (2,128,202 | ) | (2,101,317 | ) | ||||
| Other Income and Expense | ||||||||||||
| Gain on Sale | — | — | — | 9,247,726 | ||||||||
| Interest Expense | — | — | (577 | ) | (104,329 | ) | ||||||
| Other Income/(Expense), net | 10,917 | (4,763 | ) | 23,610 | (68,693 | ) | ||||||
| Total Other Income and Expenses | 10,917 | (4,763 | ) | 23,033 | 9,074,704 | |||||||
| Income (Loss) Before Income Taxes | (1,187,641 | ) | (1,259,125 | ) | (2,105,169 | ) | 6,973,387 | |||||
| Income Tax Expense (Benefit) | — | (149,428 | ) | — | — | |||||||
| Net Income (Loss) | $ | (1,187,641 | ) | $ | (1,109,697 | ) | $ | (2,105,169 | ) | $ | 6,973,387 | |
| Earnings (Loss) per Share | ||||||||||||
| Basic | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.05 | ) | $ | 0.16 | |
| Diluted | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.05 | ) | $ | 0.16 | |
| Weighted Average Outstanding Shares | ||||||||||||
| Basic | 43,537,102 | 43,412,602 | 43,536,341 | 43,301,670 | ||||||||
| Diluted | 43,537,102 | 43,412,602 | 43,536,341 | 43,301,670 |
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