UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A-1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: February 7, 2018

KonaTel, Inc.

(Exact name of registrant as specified in its charter)

N/A

(Former name or address, if changed since last report)

13601 Preston Road, # E816

Dallas, Texas 75240

(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))

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  x

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.  x

FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. 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. We have based the forward-looking statements contained in this Current Report primarily on our current expectations about future events and trends that we believe may affect our current and proposed business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements are subject to risks, uncertainties, assumptions and other factors, including those described under the caption “Risk Factors” of Item 1A of our 10-K Transition Report for period from September 30, 2018, to the year ended December 31, 2018, which was filed with the Securities and Exchange Commission (the “SEC”) on or about June 29, 2018, and which is incorporated herein by reference and can be accessed by Hyperlink in Item 9.01 below (the “10-K Transition Report”). Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements used herein. Accordingly, we cannot assure you that the forward-looking statements in this Current Report will prove to be accurate, and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Current Report completely, and it should be read and considered with other reports or registration statements filed by us with the SEC. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

EXPLANATORY NOTES

Except as otherwise indicated by context, references to the “Company,” “we,” “our,” “us” and words of similar import refer to “KonaTel, Inc.,” a Delaware corporation, formerly named Dala Petroleum Corp., which is the Registrant, and its wholly-owned subsidiaries, KonaTel, Inc., a Nevada corporation (“KonaTel Nevada”), and Apeiron Systems, Inc., a Nevada corporation (“Apeiron”).

CAUTIONARY STATEMENTS

We have a limited public float of our outstanding common stock, and there has been no established trading market in our common stock during the past five years.  See the caption “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of Part II, Item 5, of our 10-K Transition Report. These factors may result in uncertainty and volatility in the trading price of our common stock that may not have any relation to our current or future prospects.  On or about September 29, 2017, our Application for continued quotations of our common stock on the OTC Markets Group OTCQB Tier (respectively, the “OTC Markets” and the “OTCQB Tier”) was not approved because of our limited public float and the high concentration of the ownership of our common stock in one entity (M2 Equity Partners, LLC, a Minnesota limited liability company [“M2”], which then owned 12,100,000 shares of our 13,692,286 outstanding shares or approximately 88% of our outstanding securities). These shares were distributed to M2’s 14 members, who were “accredited investors,” pro rata, in accordance with their respective membership interests, on April 9, 2018, which decreased the concentration of ownership of our outstanding shares in one entity. On December 18, 2017, we completed our “KonaTel Nevada Merger”; and on December 31, 2018, we completed our “Apeiron Merger” (see each of the applicable 8-K Current Reports in Item 9.01 below, which are incorporated herein by reference and which can be accessed by Hyperlink to the SEC Edgar Archives).  As a result of these mergers and like respectively executed and delivered Shareholder Voting Agreements that were a condition to the closing of each of these mergers (see the applicable 8-K Current Reports in Item 9.01 for access to these Shareholder Voting Agreements), D. Sean McEwen, our Chairman, CEO, President and a director, beneficially owns 33,599,000 shares of our outstanding securities, consisting of: (i) 13,500,000 shares of direct ownership and 749,000 shares of direct ownership underlying personally owned vested stock options; (ii) 12,100,000 shares of indirect ownership of shares owned by others (the M2 members); (iii) 250,000 shares of indirect ownership of shares underlying vested stock options owned by others (the two founding members of M2 [Matthew Atkinson, M2’s manager, co-founder and our Secretary, and Mark

2

Savage, M2’s other co-founder and one of our directors]); and (iv) 7,000,000 shares of indirect ownership of shares owned by the Apeiron shareholders.  The respective Shareholder Voting Agreements have two (2) year terms, respectively ending December 17, 2019 (M2 member shares); and December 31, 2020 (Apeiron shareholders shares). Based upon the present number of our outstanding shares of common stock of 41,966,286 shares (which includes 1,274,000 shares underlying vested stock options that can be exercised within 60 days of the date of the filing of this Current Report, Mr. McEwen is currently the beneficial owner of approximately 80.1% of our outstanding shares.  See the Schedule 13DA-1 of Mr. McEwen incorporated herein by reference in Item 9.01 hereof. Our common stock is currently quoted on the OTC Markets OTC Pink Tier (the “OTC Pink Tier”) under the trading symbol “KTEL.”

The information contained in this Current Report responds to the following items of Form 8-K: