基本統計
| LEI | 549300107QZQ6Y0W4S20 |
| CIK | 1392694 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to KSIX Media Holdings, Inc.
SEC Filings (Chronological Order)
このページでは、他の場所で提供されている所有権提出書類を除く、SEC提出書類の完全な時系列リストを提供します。
| May 20, 2026 |
Exhibit 99.2 SurgePays, Inc. (SURG) Q1 2026 Earnings Call May 15, 2026 11:00 AM EDT Company Participants Kevin Cox - CEO & Director Chelsea Pullano - Interim Chief Financial Officer Conference Call Participants Valter Pinto - Kanan, Corbin, Schupak & Aronow, Inc. Edward Woo - Ascendiant Capital Markets LLC, Research Division Presentation Operator Good morning, welcome to the SurgePays Incorporated |
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| May 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS, |
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| May 20, 2026 |
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 Report (Date of earliest event reported): May 15, 2026 SURGEPAYS, INC. (Exact name of registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 20, 2026 |
Exhibit 99.1 SurgePays Reports First Quarter 2026 Revenue of Approximately $16 Million, Up 51% Year-Over-Year Driven by Point of Sale and Prepaid Services Growth of 71% May 15, 2026 09:00 ET | Source: SurgePays, Inc. Cost discipline initiated in 2025 drove G&A expenses down approximately 25% Revenue growth was led by point of sale and prepaid services Total wireless subscriber lines surpassed 200, |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: September 30, 2028 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-40992 CUSIP NUMBER 86882L204 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 SurgePays, Inc. |
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| April 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 SurgePays, Inc. |
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| April 16, 2026 |
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 Report (Date of earliest event reported): April 14, 2026 SURGEPAYS, INC. (Exact name of registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 16, 2026 |
Exhibit 99.2 Company Participants K. Brian Cox - CEO & Director Chelsea Pullano - Interim Chief Financial Officer Conference Call Participants Valter Pinto - Kanan, Corbin, Schupak & Aronow, Inc. Edward Woo - Ascendiant Capital Markets LLC, Research Division Presentation Operator Greetings. Welcome to the SurgePays Fourth Quarter 2025 Earnings Conference Call. [Operator Instructions] Please note, |
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| April 16, 2026 |
Exhibit 99.1 SurgePays Reports Full Year 2025 Results and Highlights Scalable Growth Model with Improved Cost Structure Entering 2026 Reduced Cash Burn and Expansion Across Multiple Revenue Channels Support a More Efficient Growth Model BARTLETT, Tenn., April 14, 2026 — SurgePays, Inc. (NASDAQ: SURG) (“SurgePays” or the “Company”), a wireless and fintech technology company connecting subprime and |
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| April 15, 2026 |
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT Exhibit 10.26 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment No. 3 (the “Amendment”) to the Employment Agreement is made and entered into as of the last date that appears below the Parties’ signature lines on the last page of this Amendment (the “Effective Date”), by and between Kevin Brian Cox, an individual, (the “Executive”) and SurgePays, Inc. (the “Company”) (each individually, a “Par |
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| April 15, 2026 |
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT Exhibit 10.25 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (the “Amendment”) to the Employment Agreement is made and entered into as of the last date that appears below the Parties’ signature lines on the last page of this Amendment (the “Effective Date”), by and between Kevin Brian Cox, an individual, (the “Executive”) and SurgePays, Inc. (the “Company”) (each individually, a “Par |
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| April 15, 2026 |
EXHIBIT 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois LogicsIQ Inc. Nevada Torch Wireless Wyoming Surge Payments, LLC Nevada SurgePhone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada ECS Prepaid, LLC Missouri Central States Legal Services, Inc. Missouri Electronic Check Services, Inc. Missouri Injury Sur |
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| April 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40992 SURGEPAYS, INC. (Exact Name of Registrant as Spec |
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| April 15, 2026 |
AMENDMENT NO. 3 SENIOR SECURED CONVERTIBLE NOTE Exhibit 10.28 AMENDMENT NO. 3 TO SENIOR SECURED CONVERTIBLE NOTE This AMENDMENT NO. 3 (this “Amendment”) to that certain Senior Secured Convertible Note issued by SurgePays, Inc., a Nevada corporation (the “Company”) to Funicular Funds, LP, a Delaware limited partnership (the “Holder”), is entered into by and between the Company and Funicular, effective as March 26, 2026. RECITALS: WHEREAS, the Co |
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| April 15, 2026 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Exhibit 10.24 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the “Amendment”) to the Employment Agreement is made and entered into as of the last date that appears below the Parties’ signature lines on the last page of this Amendment (the “Effective Date”), by and between Kevin Brian Cox, an individual, (the “Executive”) and SurgePays, Inc. (the “Company”) (each individually, a “Par |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: September 30, 2028 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-40992 CUSIP NUMBER 86882L204 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: Decemb |
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| March 24, 2026 |
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 Report (Date of earliest event reported): March 18, 2026 SURGEPAYS, INC. (Exact name of registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| February 9, 2026 |
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 Report (Date of earliest event reported): February 9, 2026 SURGEPAYS, INC. (Exact name of registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 22, 2026 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026 (January 20, 2026) SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporatio |
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| January 22, 2026 |
2,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-273110 PROSPECTUS SUPPLEMENT (To the Prospectus dated November 3, 2023) 2,000,000 Shares of Common Stock We are offering 2,000,000 shares of our common stock, par value $0.001 per share, in this offering pursuant to this prospectus supplement and the accompanying prospectus. The public offering price for each share of common stock is $1.25. Our |
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| January 22, 2026 |
2,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-273110 PROSPECTUS SUPPLEMENT (To the Prospectus dated November 3, 2023) 2,000,000 Shares of Common Stock We are offering 2,000,000 shares of our common stock, par value $0.001 per share, in this offering pursuant to this prospectus supplement and the accompanying prospectus. The public offering price for each share of common stock is $1.25. Our |
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| January 22, 2026 |
Exhibit 1.1 2,000,000 Shares of Common Stock and 0 Pre-Funded Warrants to Purchase 0 Shares of Common Stock of SURGEPAYS, INC. UNDERWRITING AGREEMENT January 20, 2026 R.F. Lafferty & Co., Inc. As Representative of the several Underwriters 40 Wall Street, Suite 3602 New York, New York 10005 Ladies and Gentlemen: 1. Introductory. SurgePays, Inc., a Nevada corporation (the “Company”), proposes to sel |
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| January 22, 2026 |
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT SURGEPAYS, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 20, 2026 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-273110 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This preliminary prospectus su |
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| January 14, 2026 |
Exhibit 10.1 MASTER SERVICES AGREEMENT This Master Services Agreement (the “Agreement”) is entered into as of January 9, 2026 (the “Effective Date”), by and between SurgePays, Inc., a Nevada corporation (the “Company”), and MACK Financial Solutions LLC, a New Jersey partnership (“MACK”). 1. Services MACK shall provide outsourced financial, accounting, and executive financial services to the Compan |
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| January 14, 2026 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2026 (January 9, 2026) SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation |
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| January 7, 2026 |
SEPARATION AGREEMENT AND GENERAL RELEASE Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”), dated as of the dates set forth below the parties’ signatures, is entered into by and between SurgePays, Inc. (the “Company”) and Anthony Evers (“Evers”) (each, a “Party” and, collectively, the “Parties”). WHEREAS, the Parties entered into that certain Executive Employment Agreeme |
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| January 7, 2026 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2026 (January 1, 2026) SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) |
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| November 13, 2025 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 13, 2025 |
Exhibit 99.1 SurgePays Revenue for the Third Quarter 2025 Increases 292% Year-Over-Year and 62% Sequentially Third quarter 2025 revenue totaled approximately $18.7 million, an increase of 292% year-over-year and 62% sequentially Company is reiterating revenue guidance for 2026 of $225 million Conference call today at 5:00 p.m. ET BARTLETT, Tenn., November 12, 2025 — SurgePays, Inc. (Nasdaq: SURG) |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEP |
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| October 2, 2025 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2025 (September 26, 2025) SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporati |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS, |
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| August 5, 2025 |
Exhibit 1.1 SURGEPAYS, INC. Common Stock ($0.001 par value per share) AT THE MARKET OFFERING AGREEMENT August 5, 2025 Titan Partners Group LLC, a division of American Capital Partners, LLC 4 World Trade Center, 29th Floor New York, NY 10007 Ladies and Gentlemen: SurgePays, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), proposes, subject to the terms and condition |
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| August 5, 2025 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File N |
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| August 5, 2025 |
Up to $15,000,000 of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-273110 PROSPECTUS SUPPLEMENT (To the Prospectus dated November 3, 2023) Up to $15,000,000 of Common Stock We have entered into an at the market offering agreement (the “ATM Agreement”), with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”) dated August 5, 2025, relating to the sale of shares of our common stock, |
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| May 23, 2025 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 23, 2025 |
Letter from Rodefer Moss & Co, PLLC dated May 23, 2025 Exhibit 16.1 May 23, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We were previously the principal accountants for SurgePays, Inc. and subsidiaries (the Company), and, under the date of March 25, 2025, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2024 and 2023. We have read the state |
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| May 20, 2025 |
Submission of Matters to a Vote of Security Holders 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 16, 2025 |
Exhibit 4.2 THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFF |
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| May 16, 2025 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 16, 2025 |
Form of Senior Secured Convertible Note Exhibit 4.1 SENIOR SECURED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THIS SENIOR SECURED CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMEN |
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| May 16, 2025 |
Exhibit 10.2 |
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| May 16, 2025 |
Exhibit 99.1 SurgePays Announces $7 Million Debt Financing to Accelerate Growth Financing with Institutional Shareholder Featuring Share Buyback Component and Fixed Conversion Price of $4 per share, a Premium to Market BARTLETT, Tenn., May 13, 2025 – SurgePays, Inc. (Nasdaq: SURG) (“SurgePays” or the “Company”), a wireless and point-of-sale technology company, today announced that it has entered i |
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| May 16, 2025 |
Exhibit 10.1 |
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| May 16, 2025 |
Registration Rights Agreement, dated May 12, 2025, between SurgePays, Inc. and Funicular Funds, LP Exhibit 10.4 |
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| May 16, 2025 |
Exhibit 10.3 GUARANTY This Guaranty, dated as of May 12, 2025 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, this “Guaranty”) is by and among the Guarantors identified on the signature page hereto and each other Person that becomes a party hereto (each a “Guarantor”; together, the “Guarantors”), in favor of Funicular Funds, LP, a Delaware limited pa |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS, |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 SurgePays, Inc. |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40992 SURGEPAYS, INC. (Exact Name of Registrant as Spec |
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| March 25, 2025 |
Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada LogicsIQ Inc. Nevada Torch Wireless Wyoming Surge Payments, LLC Nevada SurgePhone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada ECS Prepaid, LLC Missouri Central States Legal Services, Inc. Missouri Electroni |
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| March 4, 2025 |
As filed with the Securities and Exchange Commission on March 4, 2025 As filed with the Securities and Exchange Commission on March 4, 2025 Registration No. |
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| March 4, 2025 |
Calculation of Filing Fees Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) SurgePays, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly |
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| November 12, 2024 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEP |
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| October 16, 2024 |
Master Services Agreement, dated as of October 3, 2024, between SurgePays, Inc. and TerraCom, Inc. Exhibit 10.1 |
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| October 16, 2024 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS, |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS, |
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| April 22, 2024 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File N |
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| March 12, 2024 |
Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada LogicsIQ Inc. Nevada Torch Wireless Wyoming Surge Payments, LLC Nevada SurgePhone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada ECS Prepaid, LLC Missouri Central States Legal Services, Inc. Missouri Electroni |
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| March 12, 2024 |
SurgePays, Inc. Executive Compensation Clawback Policy Exhibit 97.1 SURGEPAYS, INC. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 29, 2023 The Board of Directors (the “Board”) of SurgePays, Inc. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement be |
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| March 12, 2024 |
Form of Promissory Note with SMDMM Funding, LLC Exhibit 10.25 CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE $4,758,088.74 [], 2024 THIS CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE (this “Promissory Note”) is made and entered into as of the date first above written, by and between SurgePays, Inc., a Nevada corporation (“Maker”), promises to pay to the order of SMDMM Funding, LLC, a Wyoming limited liability company (“SMDMM”). RECITAL |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40992 SURGEPAYS, INC. (Exact Name of Registrant as Spec |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 SurgePays, Inc. |
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| March 12, 2024 |
SurgePays, Inc. Insider Trading Policy Exhibit 19.1 Insider Trading Compliance Manual SurgePays, Inc. Adopted: November 29, 2023 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of SurgePays, Inc., a Nevada corporation (the “Company”), has adopted the policies and pro |
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| February 23, 2024 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 12, 2024 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 5, 2024 |
As filed with the Securities and Exchange Commission on February 5, 2024 As filed with the Securities and Exchange Commission on February 5, 2024 Registration No. |
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| February 5, 2024 |
2022 Omnibus Securities and Incentive Plan Exhibit 4.1 |
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| February 5, 2024 |
Calculation of Filing Fee Table. (Filed herewith.) Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) SurgePays, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly |
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| January 22, 2024 |
SurgePays Announces Pricing of $15 million Public Offering Exhibit 99.1 SurgePays Announces Pricing of $15 million Public Offering BARTLETT, Tenn., January 17, 2024 /PRNewswire/ - SurgePays, Inc. (Nasdaq: SURG) (“SurgePays”), a technology and telecom company focused on the underbanked and underserved communities, today announced that it has priced its previously announced underwritten public offering of 2,678,571 shares of its common stock at an offering |
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| January 22, 2024 |
Exhibit 1.1 UNDERWRITING AGREEMENT between SURGEPAYS, INC. and TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC as Representative of the Several Underwriters SURGEPAYS, INC UNDERWRITING AGREEMENT New York, New York January 17, 2024 Titan Partners Group, LLC, a division of American Capital Partners, LLC As Representative of the several Underwriters named on Schedule 1 attached |
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| January 22, 2024 |
SurgePays Announces Proposed Public Offering Exhibit 99.2 SurgePays Announces Proposed Public Offering BARTLETT, Tenn., Jan. 17, 2024 - SurgePays, Inc. (Nasdaq: SURG) (“SurgePays”), a technology and telecom company focused on the underbanked and underserved communities, today announced that it has commenced an underwritten public offering of shares of its common stock. SurgePays also intends to grant the underwriters a 45-day option to purch |
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| January 22, 2024 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| January 19, 2024 |
2,678,571 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-273110 PROSPECTUS SUPPLEMENT (To the Prospectus dated November 3, 2023) 2,678,571 Shares of Common Stock SURGEPAYS, INC. We are offering 2,678,571 shares of our common stock, par value $0.001 per share, in this offering pursuant to this prospectus supplement and the accompanying prospectus. The public offering price for each share of common sto |
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| January 17, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-273110 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This preliminary prospectus su |
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| January 12, 2024 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| January 12, 2024 |
Exhibit 99.1 Jeremy Gies Appointed to President of SurgePays, Inc. Fueled by Over Twenty-Five Years of Experience in Telecom and Fintech, Mr. Gies will Spearhead Sales Growth, Operations, M&A, and New Product Initiatives. BARTLETT, TN, January 12, 2024 (GLOBE NEWSWIRE) – SurgePays, Inc. (Nasdaq: SURG) (“SurgePays” or the “Company”), a technology and telecommunications company focused on the underb |
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| January 9, 2024 |
Exhibit 99.2 SurgePays Acquires ClearLine Mobile Software and POS Devices Company Expected to Deliver Immediate Impact BARTLETT, TN, January 9, 2023 – SurgePays, Inc. (Nasdaq: SURG) (“SurgePays”), a multiproduct company focused on the underbanked and underserved, announced today that it has closed the asset purchase agreement to acquire the software development and point-of-sale (“POS”) equipment |
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| January 9, 2024 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| January 9, 2024 |
SurgePays, Inc. Investor Presentation (January 2024) Exhibit 99.1 |
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| January 3, 2024 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 3, 2024 |
Form of Employment Agreement with Kevin Brian Cox Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of December 27, 2023, by and between SurgePays, Inc., a corporation incorporated under the laws of the State of Nevada with a principal place of business at 3124 Brother Blvd., Suite 104, Bartlett, Tennessee 38133 (the “Company”), and Kevin Brian Cox, an individual (“Executive”). RECITALS A. E |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEP |
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| November 14, 2023 |
Form of Employment Agreement with Anthony Evers Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of November 11, 2023 (the “Effective Date”), by and between SurgePays, Inc., a corporation incorporated under the laws of the State of Nevada with a principal place of business at 3124 Brother Blvd., Suite 104, Bartlett, Tennessee 38133 (the “Company”), and Anthony Evers, an individual (“Execu |
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| October 31, 2023 |
SurgePays, Inc. 3124 Brother Blvd, Suite 410 Bartlett, TN 38133 SurgePays, Inc. 3124 Brother Blvd, Suite 410 Bartlett, TN 38133 October 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Registration Statement on Form S-3 File No. 333-273110 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended SurgePays, Inc., a Nevada corporation (th |
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| October 23, 2023 |
As filed with the Securities Exchange Commission on October 23, 2023 As filed with the Securities Exchange Commission on October 23, 2023 Registration No. |
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| October 18, 2023 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| October 4, 2023 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 29, 2023 |
United States securities and exchange commission logo September 29, 2023 Kevin Brian Cox Chief Executive Officer SurgePays, Inc. |
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| September 7, 2023 |
As filed with the Securities Exchange Commission on September 6, 2023 As filed with the Securities Exchange Commission on September 6, 2023 Registration No. |
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| September 6, 2023 |
SURGEPAYS, INC. 3124 BROTHER BLVD, SUITE 410 BARTLETT, TN 38133 SURGEPAYS, INC. 3124 BROTHER BLVD, SUITE 410 BARTLETT, TN 38133 September 6, 2023 Lauren Pierce U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed August 3, 2023 File No. 333-273110 Dear Ms. Pierce: By letter dated August 15, 2023, the staff (the “Staff,” “you” or “your”) of the U.S. Securi |
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| August 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 15, 2023 |
United States securities and exchange commission logo August 15, 2023 Kevin Brian Cox Chief Executive Officer SurgePays, Inc. |
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| August 10, 2023 |
Form of Restricted Share Award Agreement Exhibit 10.1 SURGEPAYS, INC. RESTRICTED SHARE AWARD AGREEMENT THIS RESTRICTED SHARE AWARD AGREEMENT (the “Agreement”) is made and entered into as of the [] day of [], 2023 (the “Effective Date”) by and between SurgePays, Inc., a Nevada corporation (the “Company”), having an address at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 and [ ] (“Holder”), having an address at . NOW, THEREFORE, in co |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS, |
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| August 4, 2023 |
As filed with the Securities Exchange Commission on August 3, 2023 As filed with the Securities Exchange Commission on August 3, 2023 Registration No. |
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| August 3, 2023 |
SURGEPAYS, INC. 3124 BROTHER BLVD, SUITE 410 BARTLETT, TN 38133 SURGEPAYS, INC. 3124 BROTHER BLVD, SUITE 410 BARTLETT, TN 38133 August 3, 2023 Lauren Pierce U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Registration Statement on Form S-3 Filed July 3, 2023 File No. 333-273110 Dear Ms. Pierce: By letter dated July 18, 2023, the staff (the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission |
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| July 18, 2023 |
United States securities and exchange commission logo July 18, 2023 Kevin Brian Cox Chief Executive Officer SurgePays, Inc. |
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| July 13, 2023 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 13, 2023 |
SurgePays Provides Company Updates for Shareholders Exhibit 99.1 SurgePays Provides Company Updates for Shareholders BARTLETT, TN, July 13, 2023 - SurgePays, Inc. (Nasdaq: SURG) (“SurgePays” or the “Company”), a technology and telecommunications company focused on the underbanked and underserved, today provided a Company update. A recent report, which contains numerous errors of fact and misleading and libelous content, appears to be a deliberate a |
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| July 3, 2023 |
As filed with the Securities Exchange Commission on July 3, 2023 As filed with the Securities Exchange Commission on July 3, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SURGEPAYS, INC. (Exact name of registrant as specified in its charter) Nevada 98-0550352 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identif |
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| July 3, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SurgePays, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry |
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| July 3, 2023 |
Exhibit 4.1 SURGEPAYS, INC. AND , TRUSTEE INDENTURE DATED AS OF , 2023 DEBT SECURITIES SURGEPAYS, INC RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2023 Section of Trust Indenture Act of 1939 Section(s) of Indenture § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311(a) 613 (b) 613 (c) Not Applicable § 312(a |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS, |
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| March 30, 2023 |
SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan Exhibit 10.18 SURGEPAYS, INC. 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN 3.5 MILLION SHARES OF COMMON STOCK ARTICLE I PURPOSE The purpose of this SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan (the “Plan”) is to benefit the stockholders of SurgePays, Inc., a Nevada corporation (the “Company”), by assisting the Company to attract, retain and provide incentives to key management employee |
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| March 30, 2023 |
Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada LogicsIQ Inc. Nevada Torch Wireless Wyoming Surge Payments, LLC Nevada Surgephone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada ECS Prepaid, LLC Missouri Central States Legal Services, Inc. Missouri Electroni |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40992 SURGEPAYS, INC. (Exact Name of Registrant as Spec |
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| March 30, 2023 |
Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, SurgePays, Inc. (“the Company”) had two classes of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our common stock, par value $0.001 per share (“Common Stock”), and a registered class |
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| March 16, 2023 |
SURGEPAYS, INC. 3124 Brother Blvd, Suite 410 Bartlett, TN 38133 (901) 302-9587 SURGEPAYS, INC. 3124 Brother Blvd, Suite 410 Bartlett, TN 38133 (901) 302-9587 March 16, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Withdrawal of Registration Statement on Form S-3 File No. 333-264240 Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of 1933, as amended (“Securities |
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| March 13, 2023 |
Submission of Matters to a Vote of Security Holders 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 2, 2023 |
Exhibit 99.1 SurgePays Announces 2022 Preliminary Financial Results and Schedules Fourth Quarter and Full Year 2022 Earnings Call Q4 Positive Cash Flow over $2 million with sales over $35 million March 02, 2023 08:30 ET | Source: SurgePays, Inc. BARTLETT, Tenn., March 02, 2023 (GLOBE NEWSWIRE) — SurgePays, Inc. (Nasdaq: SURG) (“SurgePays” or the “Company”), a technology and telecommunications comp |
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| March 2, 2023 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| January 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| January 11, 2023 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| December 23, 2022 |
Weisberg Director Agreement, by and between the Company and Ms. Weisberg, dated December 19, 2022 Exhibit 10.2 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of December 19, 2022 (the “Agreement”), by and between SurgePays, Inc., a Nevada corporation (the “Company”), and Laurie Weisberg, an individual with an address of [ ] (the “Director”). WHEREAS, the Board of Directors of the Company appointed the Director on the date hereof, and desires to enter into an agreement with the Director |
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| December 23, 2022 |
Form of Indemnification Agreement Exhibit 10.3 SURGEPAYS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of December 19, 2022 (the “Agreement”), is made by and between SurgePays, Inc., a Nevada corporation (the “Company”), and [ ], (the “Indemnitee”). RECITALS: A. Nevada Revised Statutes Chapter 78 provides that the business and affairs of a corporation shall be ma |
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| December 23, 2022 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 23, 2022 |
Consulting Agreement, by and between the Company and Jay Jones, dated December 19, 2022 Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (“Agreement”) made this 19th day of December, 2022 (the “Effective Date”) between SurgePays, Inc., a Nevada corporation (the “Company”) and Jay Jones, an individual (the “Consultant”). A. The Company is engaging Consultant as a consultant to provide advice to the Board of Directors of the Company (“the Board”) and senior management of the |
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| November 23, 2022 |
Exhibit 10.1 INSTALLMENT SALE AGREEMENT dated as of November 17, 2022, by and among SurgePhone Wireless LLC and Torch Wireless as Purchaser and SurgePays, Inc., as Guarantor, and Affordable Connectivity Financing V Limited Liability Company, as Seller INSTALLMENT SALE AGREEMENT THIS INSTALLMENT SALE AGREEMENT (the ?Agreement?) is entered into as of November 17, 2022 (the ?Effective Date?), by and |
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| November 23, 2022 |
Exhibit 10.2 PAYING AGENT AGREEMENT This PAYING AGENT AGREEMENT entered into as of November 17, 2022 (this ?Agreement?), is made by and among Affordable Connectivity Financing V Limited Liability Company, a Texas limited liability company (the ?Seller? or ?ACP?), SurgePhone Wireless, LLC, a Nevada limited liability company and Torch Wireless, a Wyoming corporation (collectively, the ?Purchaser?), |
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| November 23, 2022 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 23, 2022 |
SurgePays Announces Closing on $25 Million Senior Credit Facility Exhibit 99.1 SurgePays Announces Closing on $25 Million Senior Credit Facility Non-dilutive Installment Sale Agreement for Cash Flow Positive Growth BARTLETT, Tenn., Nov. 18, 2022 (GLOBE NEWSWIRE) ? SurgePays, Inc. (Nasdaq: SURG) (?SurgePays? or the ?Company?), a technology and telecommunications company focused on the underbanked and underserved, announced it has closed on a $25 million senior se |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEP |
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| August 11, 2022 |
Employment Agreement between SurgePays, Inc. and Anthony Evers, dated August 8, 2022 Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into as of August 8, 2022, by and between SurgePays, Inc., a corporation incorporated under the laws of the State of Nevada with a principal place of business at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Company?), and Anthony Evers, an individual residing at 1375 E. Woodfield Road, Suit |
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| August 11, 2022 |
Loan Agreement between the Company and Lender, dated April 8, 2022, as amended June 2, 2022 Exhibit 10.1 LOAN AGREEMENT LOAN AGREEMENT, dated as of April 8, 2022, between surgepays, inc., a Nevada corporation, (referred to herein as the ?Borrower?), and the Lender. RECITALS The Borrower has requested that the Lender extend credit to the Borrower consisting of a term loan or series of loans in an aggregate principal amount not to exceed $3,000,000. The proceeds of the term loans will be u |
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| August 11, 2022 |
Form of Warrant with $4.73 Exercise Price Issued to Inventory Lenders in March 2022 to May 2022 Exhibit 4.2 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS, |
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| August 11, 2022 |
Form of Promissory Note Issued to Inventory Lenders in March 2022 to May 2022 Exhibit 4.1 SurgePays, Inc. Promissory Note Issuance Date: March 25, 2022 Principal Amount: $100,000.00 FOR VALUE RECEIVED, SurgePays, Inc., a Nevada corporation (the ?Company?), hereby promises to pay to the order of [Name of Lender] with primary address at [Address] (the ?Holder?) the amount set out above as the Principal Amount (the ?Principal?) when due, whether upon the Maturity Date (as defi |
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| August 11, 2022 |
Security Agreement between the Company and Lender, dated April 8, 2022 Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 8, 2022 (this ?Agreement?), is among SurgePays, Inc. (the ?Debtor? or the ?Company?) and Secured Party as holder of that Promissory Note in the aggregate principal amount not to exceed $3,000,000 (the ?Note?) executed and delivered by the Company pursuant to the Loan Agreement between the parties (the ?Loan Agreement?). WIT |
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| August 11, 2022 |
Revolving Secured Promissory Note with Lender, dated April 8, 2022, as amended June 2, 2022 Exhibit 4.3 SECURED PROMISSORY NOTE ? REVOLVING Up to $3,000,000 San Diego, CA April 8, 2022 FOR VALUE RECEIVED, SurgePays, Inc. (the ?Borrower?) promises to pay in lawful money of the United States to the order of Lender on or before two hundred seventy (270) calendar days after each Draw Down Date (as defined below), each a ?Maturity Date?, an amount not to exceed the principal sum of THREE MILL |
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| May 16, 2022 |
Employment Agreement between SurgePays, Inc. and Kevin Brian Cox Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into as of May 13, 2022, by and between SurgePays, Inc., a corporation incorporated under the laws of the State of Nevada with a principal place of business at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Company?), and Kevin Brian Cox, an individual residing at (?Executive?). RECITALS A. E |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS, |
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| April 12, 2022 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this ?Agreement?), dated as of April 6, 2022 is entered into between Torch Wireless, a Wyoming corporation (?Torch? or ?Company?), Jorge E. Perea (?Perea?) and Anatoliy Budnik (?Budnik,? individually and collectively Perea and Budnik are hereby referred to as ?Seller?), and SurgePays, Inc., a Nevada corporation (?Buyer?). RECITAL |
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| April 12, 2022 |
SurgePays Announces the Acquisition of Torch Wireless Exhibit 99.1 SurgePays Announces the Acquisition of Torch Wireless - Company Can Now Provide Subsidized Mobile Broadband in All 50 States - BARTLETT, Tenn., April 07, 2022 (GLOBE NEWSWIRE) ? SurgePays, Inc. (Nasdaq: SURG) (?SurgePays? or the ?Company?), a technology and telecommunications company focused on the underbanked and underserved, announced today the acquisition of Torch Wireless, a provi |
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| April 12, 2022 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 11, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SurgePays, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry |
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| April 11, 2022 |
As filed with the Securities Exchange Commission on April 11, 2022 As filed with the Securities Exchange Commission on April 11, 2022 Registration No. |
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| April 11, 2022 |
Exhibit 4.1 SURGEPAYS, INC. AND , TRUSTEE INDENTURE DATED AS OF , 2022 DEBT SECURITIES SURGEPAYS, INC RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2022 Section of Trust Indenture Act of 1939 Section(s) of Indenture ? 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 ? 311(a) 613 (b) 613 (c) Not Applicable ? 312(a |
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| March 24, 2022 |
Exhibit 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, SurgePays, Inc. (?the Company?) had two classes of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), our common stock, par value $0.001 per share (?Common Stock?), and a registered class |
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| March 24, 2022 |
Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada Surge Logics Inc . Nevada True Wireless, Inc. Oklahoma Surge Payments, LLC Nevada Surgephone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada ECS Prepaid, LLC Missouri Central States Legal Services, Inc. Missour |
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| March 24, 2022 |
SurgePays, Inc. Code of Ethics and Business Conduct Exhibit 14.1 SurgePays, Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of SurgePays, Inc. (together with its subsidiaries, the ?Company?) has adopted this Code of Ethics and Business Conduct (the ?Code?) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accur |
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| March 24, 2022 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File N |
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| March 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40992 SURGEPAYS, INC. (Exact Name of Registrant as Spec |
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| February 1, 2022 |
Exhibit 99.1 SurgePays Issues Summary Shareholder Letter - Providing Preliminary 2021 Financial Results and Initial Outlook for 2022 - BARTLETT, TN, February 1, 2022 ? SurgePays, Inc. (Nasdaq: SURG) (?SurgePays? or the ?Company?), a fintech company providing essential financial services and prepaid products to the underbanked and underserved, today issued a letter to shareholders from its Chairman |
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| February 1, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| January 11, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| January 11, 2022 |
Exhibit 99.1 SurgePays Details Significant Growth in Mobile Broadband Subscribers - 73% month over month Growth in December - BARTLETT, TN, January 11, 2022 ? SurgePays, Inc. (Nasdaq: SURG) (?SurgePays? or the ?Company?), a fintech company providing essential financial services and prepaid products to the underbanked and underserved, announced over 70% month over month revenue growth in its mobile |
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| December 23, 2021 |
Exhibit 10.1 RESOLUTION OF PURCHASE, MUTUAL RELEASE, AND SETTLEMENT AGREEMENT This Resolution of Purchase, Mutual Release, and Settlement Agreement (?Agreement?) is entered into and effective as of the date the last party hereto executes this Agreement (the ?Effective Date?), by and among Stanley Hills, LLC, a Nevada limited liability company (?Stanley?), together with AltCorp Trading, LLC, a Cost |
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| December 23, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 17, 2021 |
Unregistered Sales of Equity Securities 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEP |
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| November 5, 2021 |
Exhibit 99.1 SurgePays Announces Pricing of Upsized $19.8 Million Public Offering, Uplisting to Nasdaq and Reverse Stock Split BARTLETT, Tenn., November 1, 2021 ? SurgePays, Inc. (OTCQB: SURG) (?SurgePays? or the ?Company?), a blockchain fintech company building a next generation supply chain network that offers wholesale goods and financial services for the underbanked more cost efficiently than |
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| November 5, 2021 |
Exhibit 99.2 SurgePays Announces Closing of Upsized $19.8 Million Public Offering, Uplisting to Nasdaq and Reverse Stock Split BARTLETT, Tenn., November 4, 2021 ? SurgePays, Inc. (NASDAQ: SURG, SURGW) (?SurgePays? or the ?Company?), a blockchain fintech company building a next generation supply chain network that offers wholesale goods and financial services for the underbanked more cost efficient |
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| November 5, 2021 |
Underwriting Agreement between SurgePays, Inc. and Maxim Group LLC, dated November 1, 2021 Exhibit 1.1 SURGEPAYS, INC. UNDERWRITING AGREEMENT November 1, 2021 Maxim Group LLC 405 Lexington Avenue New York, New York 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: SurgePays, Inc., a Nevada corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 4,600,000 units (the ?Units?), wi |
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| November 5, 2021 |
Form of Underwriter’s Warrants Exhibit 4.1 THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) M |
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| November 5, 2021 |
Warrant Agency Agreement between SurgePays, Inc. and VStock Transfer, LLC, dated November 4, 2021 Exhibit 4.2 SURGEPAYS, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of November 4, 2021 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of November 4, 2021 (?Agreement?), between SurgePays, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?), and VStock Transfer, LLC, a corporation organized under the laws of Californ |
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| November 5, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| November 5, 2021 |
Certificate of Amendment, filed November 1, 2021 Exhibit 3.1 |
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| November 3, 2021 |
SURGEPAYS, INC. 4,600,000 Units PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration Nos. 333-233726 and 333-260672 SURGEPAYS, INC. 4,600,000 Units This is a firm commitment underwritten public offering of 4,600,000 units (the ?Units?), at a public offering price of $4.30 per Unit, of SurgePays, Inc., a Nevada corporation (the ?Company,? ?we,? ?us,? ?our?). Each Unit consists of one share of Common Stock, par value $0.001 pe |
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| November 1, 2021 | ||
| November 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 SURGEPAYS, INC. (Exact name of registrant as specified in its charter) Nevada 98-0550352 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3124 B |
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| November 1, 2021 |
As filed with the Securities and Exchange Commission on November 1, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 28, 2021 |
MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, New York 10022 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, New York 10022 October 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D. |
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| October 28, 2021 |
SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 October 28, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Registration Statement on Form S-1 (File No. 333-233726) Ladies and Gentlemen: In accordance with Rule 461 of the Securities Act of 1933, as amended, |
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| October 21, 2021 |
Certificate of Amendment to Articles of Incorporation filed June 30, 2015 Exhibit 3.5 |
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| October 21, 2021 |
Form of Conversion Agreement for Series “C” Convertible Preferred Stock Exhibit 10.40 October , 2020 To the Members of the Board of Directors of SurgePays, Inc. I, , of SurgePays, Inc. (the ?(Company?), currently own shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share (the ?Series C Preferred Stock?). I understand my shares of Series C Preferred Stock are convertible into a total of shares of common stock of the Company, par value |
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| October 21, 2021 |
Form of Underwriting Agreement Exhibit 1.1 SURGEPAYS, INC. UNDERWRITING AGREEMENT [ ], 2021 Maxim Group LLC 405 Lexington Avenue New York, New York 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: SurgePays, Inc., a Nevada corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] units (the ?Units?), with each Unit |
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| October 21, 2021 |
Articles of Merger filed July 25, 2008 Exhibit 3.2 |
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| October 21, 2021 |
Certificate of Amendment to Articles of Incorporation filed October 10, 2017 Exhibit 3.6 |
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| October 21, 2021 |
Form of Warrant Agent Agreement and Form of Warrant Exhibit 10.38 SURGEPAYS, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of October [ ], 2021 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of October [ ], 2021 (?Agreement?), between SurgePays, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?), and VStock Transfer, LLC, a corporation organized under the laws of [ ] |
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| October 21, 2021 |
Exhibit 10.41 THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) |
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| October 21, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 21, 2021 As filed with the U.S. Securities and Exchange Commission on October 21, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 6 ) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorporat |
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| October 21, 2021 |
SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 October 21, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed October 8, 2021 File No. 333-233726 Dear Ms. Wirth: By letter dated October 19, 2021, the |
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| October 21, 2021 |
Certificate of Amendment to Articles of Incorporation filed December 21, 2017 Exhibit 3.7 |
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| October 19, 2021 |
United States securities and exchange commission logo October 19, 2021 Kevin Brian Cox Chief Executive Officer SurgePays, Inc. |
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| October 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 8, 2021 As filed with the U.S. Securities and Exchange Commission on October 8, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 5) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorporatio |
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| October 8, 2021 |
Settlement Agreement by and between SurgePays and Centercom Exhibit 10.39 SETTLEMENT AGREEMENT This Settlement Agreement (this ?Agreement?) is dated as of October 5, 2021, by and between SURGEPAYS, INC., a Nevada corporation (?Surge?), and CENTERCOM GLOBAL, S.A. DE C.V., an El Salvadoran company (?Centercom?), (?Surge? and ?Centercom? are hereinafter collectively referred to as ?Parties?). R E C I T A L S WHEREAS, Surge has an outstanding account receivabl |
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| October 8, 2021 |
SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 October 8, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed September 22, 2021 File No. 333-233726 Dear Ms. Wirth: By letter dated October 4, 2021, th |
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| October 4, 2021 |
United States securities and exchange commission logo October 4, 2021 Kevin Brian Cox Chief Executive Officer SurgePays, Inc. |
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| September 22, 2021 |
Exhibit 10.37 DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (the ?Agreement?) is made and entered into effective as of September 20, 2021, by and between SurgePays, Inc. a Nevada corporation (the ?Company?) and SMDMM Funding, LLC, a Wyoming limited liability company (?SMDMM?). WHEREAS, Mr. Kevin Brian Cox, the Chief Executive Officer and Chairman of the Company, is the Manager of SMDMM; |
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| September 22, 2021 |
Form of On Demand Promissory Note issued by the Company in favor of SMDMM Funding, LLC Exhibit 10.36 ON DEMAND PROMISSORY NOTE $ 67,500 SMDMM FUNDING, LLC November 4, 2020 Amount Lender Date FOR VALUE RECEIVED, the Undersigned acknowledges that he is indebted to the Lender in the amount stated herein and promises to pay on demand to the order of SMDMM Funding, LLC a Wyoming limited liability company, with its principal place of business at 3124 Brother Blvd. Ste 104 Bartlett, TN 381 |
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| September 22, 2021 |
Nominating and Corporate Governance Committee Charter Exhibit 99.3 SURGEPAYS, INC. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER There shall be a Committee of the Board of Directors (the ?Board?) of SurgePays, Inc. (the ?Company?) to be known as the Nominating and Corporate Governance Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of the Committee. The purpose of the Committee |
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| September 22, 2021 |
Exhibit 99.1 SURGEPAYS, INC. AUDIT COMMITTEE CHARTER There shall be a Committee of the Board of Directors (the ?Board?) of SurgePays, Inc. (the ?Corporation? or ?Company?) to be known as the Audit Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of the Committee. The primary purpose of the Committee is to assist the Board in fulfilli |
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| September 22, 2021 |
Exhibit 21.1 List of Subsidiaries ? SurgePays, Inc. ? Surge Payments, LLC (NV) ? Surge Blockchain, LLC (NV) ? LogicsIQ, Inc. (f/k/a Surge Logics, Inc.) (NV) ? Injury Survey, LLC (NV) ? KSIX, LLC (NV) ? Digitized IQ, LLC (IL) ? SurgePhone Wireless, LLC (NV) ? SurgePays Fintech, Inc. (NV) ? ECS Prepaid, LLC (MO) ? Central States Legal Services, Inc. (MO) ? Electronic Check Services, Inc. (MO) ? KSIX |
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| September 22, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 22, 2021 As filed with the U.S. Securities and Exchange Commission on September 22, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 4) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorpora |
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| September 22, 2021 |
SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 September 22, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. (formerly known as Surge Holdings, Inc.) Amendment No. 3 to Registration Statement on Form S-1 Filed August 2, 2021 File No. 333-233726 Dear Ms. Wi |
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| September 22, 2021 |
Compensation Committee Charter Exhibit 99.2 SURGEPAYS, INC. COMPENSATION COMMITTEE CHARTER There shall be a Committee of the Board of Directors (the ?Board?) of SurgePays, Inc. (the ?Company?) to be known as the Compensation Committee (the ?Committee?) with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of the Committee. The purposes of the Committee shall be to: (1) oversee the Company?s |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SURGEPAYS, |
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| August 17, 2021 |
NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52522 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period |
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| August 13, 2021 |
United States securities and exchange commission logo August 13, 2021 Kevin Brian Cox Chief Executive Officer SurgePays, Inc. |
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| August 2, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 2, 2021 As filed with the U.S. Securities and Exchange Commission on August 2, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorporation |
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| August 2, 2021 |
SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 August 2, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. (formerly known as Surge Holdings, Inc.) Amendment No. 2 to Registration Statement on Form S-1 Filed June 21, 2021 File No. 333-233726 Dear Ms. Wirth: |
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| July 21, 2021 |
United States securities and exchange commission logo July 21, 2021 Kevin Brian Cox Chief Executive Officer Surge Holdings, Inc. |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 SURGEPAYS, INC. |
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| June 21, 2021 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this ?Agreement?), dated as of May 7, 2021, is entered into between SurgePays, Inc., a Nevada corporation (?Seller?), and Blue Skies Connections, LLC, an Oklahoma limited liability company (?Buyer?). RECITALS WHEREAS, Seller owns all of the issued and outstanding shares of common stock, par value $0.001 (the ?Shares?), of True Wi |
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| June 18, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 17, 2021 As filed with the U.S. Securities and Exchange Commission on June 17, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorporation |
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| June 17, 2021 |
SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 June 17, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. (formerly known as Surge Holdings, Inc.) Amendment No. 1 to Registration Statement on Form S-1 Filed February 16, 2021 File No. 333-233726 Dear Ms. Wirt |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SURGEP |
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| April 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement SURGEPAYS, INC. |
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| April 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement SURGEPAYS, INC. |
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| April 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52522 SURGEPAYS, INC. (Exact Name of Registrant as |
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| April 2, 2021 |
Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada Surge Logics Inc . Nevada True Wireless, Inc. Oklahoma Surge Payments, LLC Nevada Surgephone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada |
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| April 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52522 CUSIP NUMBER (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended:Dece |
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| March 23, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N |
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| March 22, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N |
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| March 19, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N |
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| March 18, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N |
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| March 17, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N |
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| March 16, 2021 |
United States securities and exchange commission logo March 16, 2021 Kevin Brian Cox Chief Executive Officer Surge Holdings, Inc. |
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| March 16, 2021 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| March 16, 2021 |
8-K 1 form8-k.htm 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) ( |
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| March 16, 2021 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 8, 2021, between SurgePays, Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set forth |
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| March 16, 2021 |
Warrant, dated March 8, 2021, issued to Evergreen Capital Management LLC Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 15, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N |
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| March 11, 2021 |
As filed with the Securities and Exchange Commission on March 11, 2021 Registration No. |
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| March 11, 2021 |
2021 Employee/Professional/Consultant Stock Compensation Plan Exhibit 10.1 SURGEPAYS, INC. 2021 EMPLOYEE/PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to provide compensation in the form of shares of Common Stock, par value $0.001 per share, of SurgePays, Inc. (the ?Company?) to eligible employees, professionals, advisors, and consultants that have previously rendered services or that will render services during the |
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| March 1, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 18, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 16, 2021 |
Exhibit 10.32 MASTER SERVICES AGREEMENT This Master Services Agreement (this ?Agreement?) is made and entered into January 1st, 2021 (?Effective Date?), by and between Surge Pays, Inc., whose principal place of business is 3124 Brother Blvd., Suite 104 Bartlett, TN 38133 (?Company?), and Glass Mountain BPO, whose principal place of business is Boulevard Orden de Malta y Calle Conchagua Poniente, E |
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| February 16, 2021 |
Shared Services Agreement dated January 26, 2021, by and between SurgePays, Inc. and LogicsIQ, Inc. Exhibit 10.30 SHARED SERVICES AGREEMENT among SurgePays, Inc. and Surge Logics, Inc. SHARED SERVICES AGREEMENT This SHARED SERVICES AGREEMENT (?Agreement?) is entered into as of [Date], to be effective as of [Date] (the ?Effective Date?), by and among (a) SurgePays, Inc., a Nevada corporation (?SurgePays?), on behalf of itself and the other SurgePays Parties (as defined herein), and (b) Surge Logi |
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| February 16, 2021 |
Exhibit 10.33 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this ?Agreement?), dated as of January 22, 2021, is entered into SURGEPAYS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Seller?), and SURGE LOGICS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Buyer?). WHEREAS, Seller owns 100 units, |
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| February 16, 2021 |
EX-21.1 8 ex21-1.htm Exhibit 21.1 ● SurgePays, Inc. ● Surge Payments, LLC (NV) ● Surge Blockchain, LLC (NV) ● True Wireless, Inc. (OK) ● Surge Logics, Inc. (NV) ● Injury Survey, LLC (NV) ● KSIX, LLC (NV) ● Digitized IQ, LLC (IL) ● SurgePhone Wireless, LLC (NV) ● SurgePays Fintech, Inc. (NV) ● ECS Prepaid, LLC (MO) ● Central States Legal Services, Inc. (MO) ● Electronic Check Services, Inc. (MO) ● |
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| February 16, 2021 |
Exhibit 10.31 OFFICE LEASE BETWEEN Woodfield Financial Center LLC, Landlord and SURGE HOLDINGS INC, Tenant 1375 E Woodfield Road, Schaumburg IL 60173 Suites 410 TABLE OF CONTENTS PAGE 1. Definitions. 3 2. Lease Grant/Possession. 6 3. Use. 7 4. Rent. 7 5. Security Deposit. 8 6. Services to be furnished by Landlord. 8 7. Leasehold Improvements; Tenant?s Property. 9 8. Signage. 10 9. Maintenance, Rep |
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| February 16, 2021 |
Exhibit 10.35 COMMERCIAL LEASE AGREEMENT This Commercial Lease Agreement (?Agreement?) is entered into this 10th day of July 2019 by and between CardDawg Investments, LLC, a Tennessee limited liability company with a mailing address at 3124 Brother Boulevard, Suite 104, Bartlett, TN 38133-3900 (?Landlord?), and Surge Holdings, Inc, a Tennessee limited liability company with its principal business |
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| February 16, 2021 |
Exhibit 10.34 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this ?Agreement?), dated as of January 22, 2021, is entered into SURGEPAYS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Seller?), and SURGE LOGICS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Buyer?). WHEREAS, Seller owns 100 units, |
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| February 16, 2021 |
As filed with the U.S. Securities and Exchange Commission on February 12, 2021 Registration No. 333- 233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorpora |
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| January 25, 2021 |
Exhibit 10.1 MUTUAL RELEASE AND SETTLEMENT AGREEMENT This Mutual Release and Resolution Agreement (“Agreement”) is entered into and effective as of the date the last party hereto executes this Agreement (the “Effective Date”), by and among Stanley Hills, LLC, a Nevada limited liability company (“Stanley”), together with AltCorp Trading, LLC, a Costa Rica limited liability company (“AltCorp”) and S |
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| January 25, 2021 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| January 12, 2021 |
United States securities and exchange commission logo January 12, 2021 CERTIFIED MAIL RETURN RECEIPT REQUESTED Kevin Brian Cox Chief Executive Officer Surge Holdings, Inc. |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SU |
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| November 5, 2020 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2020 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File |
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| November 5, 2020 |
Certificate of Amendment to Articles of Incorporation filed October 29, 2020 Exhibit 3.1 |
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| August 14, 2020 |
Form Securities Purchase Agreement, dated May 29, 2020 Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2020, is entered into by and between Surge Holdings, Inc., a Nevada corporation, (the “Company”), and LGH Investments, LLC, a Wyoming limited liability company (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption fro |
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| August 14, 2020 |
Paycheck Protection Program Note, dated April 18, 2020, issued to Bank 3 Exhibit 10.4 |
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| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SURGE H |
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| August 14, 2020 |
Form Warrant, dated May 29, 2020 Exhibit 10.7 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STAT |
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| August 14, 2020 |
Form Promissory Note, dated May 29, 2020 Exhibit 10.6 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| June 29, 2020 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 29, 2020 |
Exhibit 10.2 EXCHANGE AND ASSIGNMENT AGREEMENT THIS EXCHANGE AND ASSIGNMENT AGREEMENT (the “Agreement”) is made as of June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), AltCorp Trading LLC (“AltCorp”), Glen Eagles Acquisition LP (the “Investor”) and consented and agreed to by the parent company of AltCorp, GBT Technologies, Inc. (“GBT”) |
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| June 29, 2020 |
Exchange Agreement between Surge Holdings, Inc. and AltCorp Trading LLC, dated June 23, 2020 Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), AltCorp Trading LLC (the “Investor”) and consented and agreed to by GBT Technologies, Inc, the parent company of the Investor. In addition to the terms defined elsewhere in this Agreement, certain te |
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| June 29, 2020 |
Stock Cancellation Agreement between Surge Holdings, Inc. and Yossi Attia, dated June 23,2020 Exhibit 10.3 STOCK CANCELLATION AGREEMENT This STOCK CANCELLATION AGREEMENT (this “Agreement”), dated June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), and Yossi Attia individually (the “Shareholder”). Company and the Shareholder are also hereinafter individually and jointly referred to as “Party” and/or “Parties”. RECITALS WHEREAS, th |
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| June 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SURGE |
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| May 28, 2020 |
Surge Holdings Reports 307% Increase in Sales to $15.8 Million for the First Quarter of 2020 Exhibit 99.1 Surge Holdings Reports 307% Increase in Sales to $15.8 Million for the First Quarter of 2020 Surpasses $60 million annualized revenue run rate Memphis, TN, May 20, 2020 (GLOBE NEWSWIRE) — Surge Holdings, Inc. (OTCQB: SURG), a holding company with diverse business operations in FinTech, Telecommunications and Media, today reported preliminary sales results for the first quarter ended M |
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| May 28, 2020 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 15, 2020 |
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil |
