As filed with the Securities and Exchange Commission on March 29, 2023

No. 333-175737

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

TELKONET, INC.

(Exact name of registrant as specified in its charter)

20800 Swenson Drive, Suite 175

Waukesha, WI 53186

(414) 302-2299

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

Piercarlo Gramaglia

Chief Executive Officer

20800 Swenson Drive, Suite 175

Waukesha, WI 53186

(414) 302-2299

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Allan Grauberd

Moses & Singer LLP

The Chrysler Building

405 Lexington Avenue

New York, NY 10174

(212) 554-7883

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 Rule12b-2 of the Exchange Act.

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 Section7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE/DEREGISTRATION

On March 29, 2023, Telkonet, Inc. decided to voluntarily deregister from the reporting requirements under the Securities Exchange Act of 1934, as amended, with the Securities Exchange Commission. In connection with Telkonet, Inc.’s voluntary decision to deregister from these reporting requirements, Telkonet, Inc. has determined to terminate any and all offerings pursuant to this Registration Statement. Accordingly, the filing of this Post-Effective Amendment is made pursuant to an undertaking made by Telkonet, Inc. in Part II of this Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering. The total number of shares of common stock, $0.001 par value per share, of Telkonet, Inc. registered pursuant hereto for issuance under the Telkonet, Inc. 2010 Stock Option and Incentive Plan, as amended (the “Plan”) is 10,000,0000 shares, of which 6,564,782 shares have been sold under the Plan since the Registration Statement became effective and 3,435,218 shares remain unsold. The Registration Statement is hereby amended to remove from registration the remaining 3,435,218 shares. Accordingly, this Registration Statement is terminated.

SIGNATURES

The Registrant. 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 post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Waukesha, state of Wisconsin, on the 29th day of March, 2023.

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.