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SurgePays Announces Proposed Underwritten Public Offering

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SurgePays (NASDAQ: SURG) announced on January 20, 2026 that it has commenced an underwritten public offering of its common stock and/or pre-funded warrants. The offering will be led by R.F. Lafferty & Co., Inc. as sole book-running manager and is being made under a shelf registration statement on Form S-3 (File No. 333-273110) declared effective by the SEC on November 3, 2023. The company said the offering is subject to market conditions and that a prospectus supplement describing the offering terms will be filed with the SEC. The release notes that this announcement is not an offer to sell or a solicitation to buy and that sales are subject to applicable securities laws.

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Positive

  • None.

Negative

  • None.

News Market Reaction

-1.58% 28.8x vol
24 alerts
-1.58% News Effect
-45.1% Trough in 25 hr 17 min
-$642K Valuation Impact
$40M Market Cap
28.8x Rel. Volume

On the day this news was published, SURG declined 1.58%, reflecting a mild negative market reaction. Argus tracked a trough of -45.1% from its starting point during tracking. Our momentum scanner triggered 24 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $642K from the company's valuation, bringing the market cap to $40M at that time. Trading volume was exceptionally heavy at 28.8x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Publication date: Jan 20, 2026 Form file number: File No. 333-273110 Effectiveness date: November 3, 2023 +5 more
8 metrics
Publication date Jan 20, 2026 Press release announcing proposed underwritten public offering
Form file number File No. 333-273110 Registration statement reference in offering announcement
Effectiveness date November 3, 2023 Date registration statement was declared effective by SEC
Office address 40 Wall Street, Suite 3602 Contact address for R.F. Lafferty & Co., Inc.
Contact phone (212) 293-9090 R.F. Lafferty & Co., Inc. contact number for offering documents
Current price $1.90 Pre-offering news price level
52-week high $3.47 Pre-offering reference trading range high
52-week low $1.0486 Pre-offering reference trading range low

Market Reality Check

Price: $1.17 Vol: Volume 63,562 is below 20...
low vol
$1.17 Last Close
Volume Volume 63,562 is below 20-day average of 120,813 (relative volume 0.53). low
Technical Price 1.90 is trading below 200-day MA of 2.57 and 45.24% below 52-week high.

Peers on Argus

SURG was down 3.06% with mixed peer moves: UCL -1.18%, FNGR -5.04%, CXDO -1.63%,...

SURG was down 3.06% with mixed peer moves: UCL -1.18%, FNGR -5.04%, CXDO -1.63%, while KVHI +4.12% and ATNI +1.81%, indicating stock-specific pressure rather than a sector-wide move.

Historical Context

5 past events · Latest: Dec 04 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Dec 04 Platform expansion Positive -1.7% Added three subprime lead aggregators to scale ProgramBenefits lead flow.
Nov 13 Product launch Positive -17.5% Launched ProgramBenefits.com to monetize benefit-qualified consumers and leads.
Nov 12 Earnings results Positive -14.7% Reported 292% YoY and 62% sequential Q3 revenue growth with guidance.
Nov 06 Partner update Positive -4.6% GPO Plus highlighted growth and a partnership accessing 10,000+ retail locations.
Nov 03 Earnings call notice Neutral -2.3% Announced timing and access details for Q3 2025 earnings conference call.
Pattern Detected

Recent positive strategic and financial updates have repeatedly seen negative next-day price reactions, suggesting a pattern of selling into news.

Recent Company History

Over the last few months, SurgePays reported strong growth, with Q3 2025 net revenue of $18.7 million and reaffirmed 2026 revenue guidance of $225 million. It launched ProgramBenefits.com and later added three subprime lead aggregators, targeting a 138 million-adult subprime market and leveraging a 9,000+-location retail footprint. Despite these growth-focused announcements, shares declined after each event, with moves such as -17.49% and -14.74%, indicating consistent selling pressure around news.

Market Pulse Summary

This announcement outlined SurgePays’ intention to raise capital through an underwritten public offe...
Analysis

This announcement outlined SurgePays’ intention to raise capital through an underwritten public offering of common stock and/or pre-funded warrants, with all securities sold by the company. It followed a period of rapid revenue growth but ongoing net losses, and the stock traded at $1.90, well below the $3.47 52-week high. Investors may monitor the final deal terms, actual offering size, and subsequent use of proceeds alongside future operational updates and filings.

Key Terms

underwritten public offering, pre-funded warrants, book-running manager, prospectus supplement
4 terms
underwritten public offering financial
"today announced it has commenced an underwritten public offering of its common stock"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
pre-funded warrants financial
"offering of its common stock and/or pre-funded warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
book-running manager financial
"R.F. Lafferty & Co., Inc. is acting as the sole book-running manager"
A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.
prospectus supplement regulatory
"A prospectus supplement describing the terms of the public offering will be filed"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

BARTLETT, Tenn., Jan. 20, 2026 (GLOBE NEWSWIRE) -- SurgePays, Inc. (NASDAQ: SURG), a wireless and fintech point of sale company connecting subprime and underserved consumers to essential mobile and financial services, today announced it has commenced an underwritten public offering of its common stock and/or pre-funded warrants. All shares of common stock and/or pre-funded warrants in the offering are to be offered by the Company. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

R.F. Lafferty & Co., Inc. is acting as the sole book-running manager for the offering.

The shares of common stock and/or pre-funded warrants are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-273110), which was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on November 3, 2023, and the accompanying prospectus contained therein.

The offering is being made only by means of a prospectus supplement and accompanying prospectus. A prospectus supplement describing the terms of the public offering will be filed with the SEC and will form a part of the effective registration statement.

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s website at http://www.sec.gov or alternatively, from: R. F. Lafferty & Co., Inc., 40 Wall Street, Suite 3602, New York, NY 10005; (212) 293-9090.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SurgePays, Inc.

SurgePays, Inc. (NASDAQ: SURG) is a wireless and fintech technology company focused on expanding access to essential mobile and financial services for subprime and underserved consumers. The company operates a nationwide ecosystem that includes its own wireless brands and a proprietary point of sale platform inside thousands of retail locations. This infrastructure supports SIM activations, top-ups, financial transactions, and other digital services used daily by prepaid and underbanked customers.

SurgePays is building on this foundation by advancing into data driven marketing and digital partnerships that monetize verified consumer engagement. This approach creates recurring, high margin revenue streams while expanding the company’s reach across both online and retail channels. SurgePays aims to become a leading digital marketplace and data intelligence platform serving the one-third of America that relies on prepaid and subprime financial services.

Visit www.SurgePays.com and WWW. ProgramBenefits for more information.

SurgePays Cautionary Note Regarding Forward-Looking Statements
This press release includes express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements involve substantial risks and uncertainties and generally relate to future events or our future financial or operating performance. These statements may include projections, guidance, or other estimates regarding revenue, cash flow, business growth, market expansion, or customer acquisition, and statements relating to the timing of the offering, satisfaction of customary closing conditions related to the offering and sale of the shares of common stock and our ability to complete the offering. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “attempting,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

Although we believe the expectations reflected in these forward-looking statements, such as regarding our ability to obtain revenue from the launch of ProgramBenefits.com, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, the timing of the offering, satisfaction of customary closing conditions related to the offering and sale of the shares of common stock and our ability to complete the offering, the assumption that the Company will be able to obtain high-margin recurring revenues, statements about our future financial performance, including our revenue, cash flows, costs of revenue and operating expenses; our anticipated growth; and our predictions about our industry and customer demand. These include, but are not limited to, our ability to scale our prepaid wireless business, transition ACP subscribers to Lifeline, maintain our MVNE partnerships, and achieve financial targets. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The forward-looking statements in this press release speak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligation to update, any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Investor Contact:
Valter Pinto, Managing Director
KCSA Strategic Communications
PH: 212-896-1254
SurgePays@KCSA.com


FAQ

What did SurgePays (SURG) announce on January 20, 2026?

SurgePays announced it has commenced an underwritten public offering of its common stock and/or pre-funded warrants.

Who is managing the SurgePays (SURG) offering?

R.F. Lafferty & Co., Inc. is acting as the sole book-running manager for the offering.

Under what registration is the SurgePays (SURG) offering being made?

The offering is being made under a shelf registration on Form S-3 (File No. 333-273110), declared effective by the SEC on November 3, 2023.

Will SurgePays (SURG) complete the offering immediately?

No; the company stated the offering is subject to market conditions and there is no assurance as to whether or when it will be completed.

Where can investors find the prospectus supplement for the SurgePays (SURG) offering?

A prospectus supplement will be filed with the SEC and will be available on the SEC website or from R.F. Lafferty & Co., Inc. when available.
Surgepays Inc

NASDAQ:SURG

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SURG Stock Data

29.06M
13.28M
37.07%
8.12%
1.28%
Telecom Services
Telephone Communications (no Radiotelephone)
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United States
BARTLETT