UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KonaTel, Inc.
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(Name of Issuer) |
Common Stock
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(Title of Class of Securities) |
50050T 100
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(CUSIP Number) |
Leonard W. Burningham, Esq.
2150 South 1300 East, Suite 500
Salt Lake City, UT 84106
(801)-363-7411
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
December 31, 2018
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(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| NAMES OF REPORTING PERSONS Joshua Ploude |
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| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
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(a) ¨ (b) þ | ||||||
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| SEC USE ONLY
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| SOURCE OF FUNDS (see instructions)
SC |
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| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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| CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||||||
8 | SHARED VOTING POWER
6,300,000 (1) | |||||||||
9 | SOLE DISPOSITIVE POWER
6,300,000 | |||||||||
10 | SHARED DISPOSITIVE POWER
0 | |||||||||
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11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,300,000 |
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| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.0% (2) |
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| TYPE OF REPORTING PERSON (see instructions)
IN |
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(1) See Items 1 through 7 below, specifically Item 7, Exhibit 1, which is the Apeiron Shareholders Voting Agreement (as defined below).
(2) Based on the 40,692,286 shares of Common Stock (as defined below) of the Issuer outstanding as of December 31, 2018, as reported by the Issuers Transfer Agent on that date, plus 1,274,000 shares underlying vested stock options that can be exercised within 60 days of the date of this Schedule 13D, for an aggregate total of 41,966,286 outstanding shares.
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D (hereinafter, this Schedule 13D) relates is the common stock, $0.001 per share par value (the Common Stock), of KonaTel, Inc., a Delaware corporation (the Company), formerly known as Dala Petroleum Corp, with its principal executive offices at 13601 Preston Road, # E816, Dallas, Texas 75240.
Item 2. Identity and Background
The following information is presented in response to this Item:
(a) This Schedule 13D is filed by Joshua Ploude.
On December 31, 2018, 6,300,000 shares of our common stock were acquired by Joshua Ploude under an Agreement and Plan of Merger; these shares are subject to the Apeiron Shareholders Voting Agreement. See Item 7.
(b) The principal business address of Mr. Ploude is 728 Cypress Ave., Hermosa Beach, California 90254.
(c) The principal business of Mr. Ploude is and has been the President and sole director of Apeiron. See Item 3.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Ploude is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Effective December 31, 2018, the Company completed an Agreement and Plan of Merger whereby a newly formed subsidiary merged with and into Apeiron Systems, Inc., a Nevada corporation (Apeiron), and under which Apeiron was the surviving corporation and became a wholly-owned subsidiary of the Company. We exchanged 7,000,000 shares of our Common Stock for all of the outstanding securities of Apeiron, 6,300,000 of which shares were issued to the Reporting Person. The Apeiron Shareholders Voting Agreement was executed and delivered by Apeiron and its two shareholders, Joshua Ploude and Vyacheslav Yanson (the Apeiron Shareholders), along with the Company and Mr. McEwen, as a condition of the closing of the merger. For additional information on this merger, see the Companys 8-K Current Report dated December 31, 2018, and filed with the SEC on December 31, 2018. See Item 7.
Item 4. Purpose of Transaction
See Item 3.
Item 5. Interest in Securities of the Issuer
The following information is presented in response to this Item:
(a) See the footnotes to Sections 8 and 13 above.
(b) Mr. Ploude has the shared power to vote his 6,300,000 shares of Common Stock of the Company, which are beneficially owned by the Reporting Person, subject to the provisions of the Apeiron Shareholders Voting Agreement that is filed as Exhibit 1 in Item 7 hereof.
(c) Other than the transactions described herein, the Reporting Person has not effected any transaction in the Common Stock of the Company during the past 60 days.
(d) Except as specifically set forth in this Item 5, to the knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock of the Company that are beneficially owned directly, or deemed beneficially owned indirectly, by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Simultaneous with the closing of the Apeiron merger, we executed a Shareholder Voting Agreement (the Apeiron Shareholders Voting Agreement) between the Company, the Apeiron Shareholders and D. Sean McEwen, the CEO, President and Chairman of the Board of Directors of the Company, where by Mr. McEwen was granted an irrevocable proxy to vote the 7,000,000 shares issued under the Apeiron merger on certain matters, together with the following rights, including a right of veto, for a period of two (2) years, on the following matters: (i) an increase in the compensation of any employee of the Company by more than $20,000 in any one (1) calendar year and for these purposes, the term compensation includes any form of remuneration or monetary benefit; (ii) the issuance of stock, the creation of a new class of stock, the grant of options or warrants, modification of any shareholder, option holder or warrant holders rights, grants, conversion rights or the taking of any other action that directly or indirectly dilutes the outstanding securities of the Company; (iii) the issuance of debt in excess of $100,000 in the aggregate in any one calendar year; (iv) the approval of a plan of merger, reorganization or conversion; (v) the sale, transfer or other conveyance of assets of the Company having an aggregate value in excess of $100,000 in any one calendar year, other than in the ordinary course of the business; (vi) the entry into a contract or other transaction having a total aggregate contractual liability for the Company in excess of $100,000 in any one calendar year; (vii) any change in the current Amended and Restated Bylaws of the Company modifying these requirements (all of which are included in the Companys Amended and Restated Bylaws currently in existence; and (viii) that Mr. McEwen be named as a nominee to the Board of Directors of the Company at any special or annual meeting of the Companys shareholders to elect members to the Board of Directors and to vote all proxies provided to management in connection with any such meeting for Mr. McEwen as one of the nominees to our Board of Directors, so long as Mr. McEwen owns 5% or more of the outstanding shares of our common stock, among other provisions. The Apeiron Shareholders Voting Agreement also provides, however, that if Mr. McEwen has been removed as a director for cause by our shareholders and such removal has been confirmed by a Delaware court of competent jurisdiction under Delaware Law, this nominee provision shall not be enforceable by Mr. McEwen and shall be void. See Item 7, Exhibit 1, the Apeiron Shareholders Voting Agreement. This summary is modified in its entirety by this reference.
Other than as described above, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships between any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. The Apeiron Shareholders Voting Agreement
Incorporated herein by reference:
8-K Current Report dated December 31, 2018, and filed with the SEC on December 31, 2018.
SIGNATURES | ||||
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. | ||||
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Dated: January 10, 2018 |
| JOSHUA PLOUDE | ||
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| By: /s/Joshua Ploude | ||
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| Joshua Ploude, Individually |