SurgePays Sells ClearLine Apps Engagement Platform for $27.5 Million in Consideration

SurgePays divests its ClearLine marketing and MVNO assets to GPO Plus in a $27.5 million consideration structure tied to preferred stock and a cash put option.

Rhea-AI Summary

SurgePays (SURG) has sold its ClearLine POS engagement platform and related assets for $27.5 million in consideration.

The transaction to GPO Plus covers the ClearLine POS engagement platform, the Managed Marketing Services (MMS) digital signage platform, and a turnkey prepaid wireless company built on SurgePays' existing carrier contracts and software infrastructure. SurgePays received 25,000,000 shares of newly designated Series D Preferred Stock from GPO Plus and entered a put option agreement with Emerald Shoals Targeted Opportunities Fund LP, giving it the right to sell these preferred shares, or the common stock they convert into, for $27.5 million in cash. The company said the deal monetizes three years of ClearLine investment, sharpens focus on core prepaid wireless and fintech, and materially strengthens its balance sheet.

Positive

• Total consideration of $27.5 million for ClearLine, MMS platform, and turnkey prepaid wireless company
• 25,000,000 shares of newly designated Series D Preferred Stock received from GPO Plus
• Put option allows sale of Series D Preferred or resulting common stock for $27.5 million in cash
• Transaction monetizes three years of ClearLine investment and, per the company, materially strengthens the balance sheet

Negative

• None.

News Explained

The sale is completed, but its $27.5 million consideration is preferred stock plus a put right, not reported cash received at closing.

The sale has completed: SurgePays transferred the ClearLine, MMS, and turnkey wireless assets and received 25,000,000 Series D Preferred Stock shares from GPO Plus.

The release says the transaction materially strengthens the balance sheet, but the disclosed $27.5 million consideration is preferred stock plus a put right, not cash reported as received at closing.

Using second-quarter figures, SurgePays had $1,954,235 of cash and -$2,630,233 of operating cash flow; that cash equals 67.6 days of the last reported quarterly operating cash use at that rate.

The September 10 Form 8-K, identified by the company as containing the Asset Purchase Agreement and related agreements, is the next source for the detailed transaction terms.

Sources and calculations

• SurgePays transaction announcement (2026-09-10)
• SurgePays Current Report on Form 8-K (2026-09-10)
• SurgePays second-quarter 2026 fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $1,954,235 / ($2,630,233 / 91) = 67.6 days

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Market Reaction – SURG

-6.5% Trough in 28 min

$0.16 $0.23 Day Range

$5.51M Market Cap

Following this news, SURG has gained 33.31%, reflecting a significant positive market reaction. Argus tracked a trough of -6.5% from its starting point during tracking. Our momentum scanner has triggered 55 alerts so far, indicating high trading interest and price volatility. The stock is currently trading at $0.22. Trading volume is exceptionally heavy at 8.9x the average, suggesting very strong buying interest.

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Market Context

The $21.30 million working-capital deficit disclosed for June 30 contextualized SurgePays’ statement...

Analysis

The $21.30 million working-capital deficit disclosed for June 30 contextualized SurgePays’ statement that this sale strengthened its balance sheet.

Key Figures

Transaction consideration: $27.5 million Preferred shares issued: 25,000,000 shares Put option cash amount: $27.5 million

Transaction consideration

$27.5 million

Completed sale of ClearLine, MMS, and a turnkey wireless company

Preferred shares issued

25,000,000 shares

Newly designated Series D Preferred Stock issued to SurgePays

Put option cash amount

$27.5 million

Right to sell the Series D Preferred Stock or converted common stock

Key Terms

mvno, put option, preferred stock, geofencing, +1 more

5 terms

mvno technical

"a turnkey wireless company (MVNO), together with related operating assets"

An MVNO, or Mobile Virtual Network Operator, is a company that offers mobile phone services by leasing network access from major wireless providers instead of owning the infrastructure itself. This allows them to sell phone plans at competitive prices and target specific customer groups. For investors, MVNOs represent a way to participate in the telecom industry’s revenue without the high costs of building and maintaining network towers.

put option financial

"SurgePays also entered into a put option agreement with Emerald Shoals"

A put option is a financial contract that gives its holder the right, but not the obligation, to sell a specified quantity of a stock or other asset at a set price within a defined time. Think of it like insurance on an investment—if the asset’s market price falls, the put lets an investor lock in a higher sale price or profit from the decline, helping limit losses or speculate on downward moves.

View in glossary

preferred stock financial

"25,000,000 shares of a newly designated Series D Preferred Stock"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

geofencing technical

"Wi Fi marketing, geofencing, push messages, POS system integration"

Geofencing is creating an invisible, virtual fence around a physical area so software can detect when a mobile device or asset enters or leaves that zone and trigger actions like alerts, ads, or access controls. For investors, it matters because it can improve customer targeting, drive sales or foot traffic, streamline operations, and introduce privacy or regulatory risks that affect revenue and legal exposure — like a digital gatekeeper that can boost efficiency or create compliance costs.

nfc tags technical

"POS system integration, and NFC tags"

Small, passive wireless chips or stickers that store tiny amounts of data and communicate over a short distance when a compatible reader (like a smartphone or payment terminal) is brought close. Think of them as electronic Post‑it notes or barcodes you can tap to read or trigger an action. They matter to investors because they enable contactless payments, device pairing, inventory tracking and marketing interactions, influencing product features, revenue opportunities and operational costs across retail, payments and Internet-of-Things businesses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Transaction Includes a Turnkey Prepaid Wireless Company and the Managed Marketing Services Platform

BARTLETT, Tenn., Sept. 10, 2026 (GLOBE NEWSWIRE) -- SurgePays, Inc. (NASDAQ: SURG), a fintech and wireless company, today announced that it has completed the sale of its ClearLine point of sale (POS) engagement platform, its Managed Marketing Services platform, and a turnkey wireless company (MVNO), together with related operating assets, to GPO Plus, Inc. (“GPO Plus”) for a total consideration of $27.5 million.

ClearLine is an innovative point of sale digital marketing platform that turns credit card payment terminals and customer facing screens into a dynamic, interactive marketing channel for retailers. The software delivers a seamless approach to marketing campaigns designed to increase customer spending, capture reviews and feedback, gather customer data, and digitize loyalty program enrollment through hyperlocal marketing on payment terminals and POS screens.

ClearLine's platform includes reviews, deals, surveys, VIP club, gift cards, coupons, birthday club, loyalty, referral program, Wi Fi marketing, geofencing, push messages, POS system integration, and NFC tags, giving merchants a single dashboard to run engagement and marketing across the storefront and the point of sale. The platform is backed by U.S. Patent No. 12,632,881 B2, which covers its merchant engagement technology.

The transaction also includes the proprietary Managed Marketing Services (MMS) platform. The ClearLine managed digital marketing network turns smart TVs installed in retail locations into a dynamic, remotely controlled media channel in place of traditional printed signage. Video commercials, static ads, QR code or coupon offers, and more can be controlled not only at the store level, but down to the TV if multiple TVs are placed in different areas of the store. The MMS platform can generate advertising revenue and promote products and services to the captive in-store audience.

The turnkey prepaid wireless company was built using SurgePays' existing platforms, carrier contracts, and integrated software infrastructure.

For SurgePays, the transaction sharpens the Company's focus on its core prepaid wireless and fintech businesses, monetizes the significant investment in the ClearLine development over the last three years at a meaningful valuation, and materially strengthens the Company's balance sheet.

As consideration for the transaction, GPO Plus issued to SurgePays 25,000,000 shares of a newly designated Series D Preferred Stock. As part of the transaction, SurgePays also entered into a put option agreement with Emerald Shoals Targeted Opportunities Fund LP (“Emerald Shoals”), giving SurgePays the right to sell the Series D Preferred Stock, or the common stock it converts into, to Emerald Shoals for $27.5 million in cash.

"This is a win-win for both companies and their shareholders," said Brian Cox, Chief Executive Officer of SurgePays. "On the heels of some remarkable recent MVNO valuations, we are delivering the ClearLine POS engagement platform, the MMS platform, and a turnkey prepaid wireless company to GPO Plus. I am a big fan of GPO's DSD model, and we believe adding these platforms can drive meaningful new revenue streams across their network. For SurgePays, monetizing ClearLine and the turnkey MVNO strengthens our balance sheet and lets us put our full focus on our core prepaid wireless and fintech businesses."

Additional information regarding the transaction, including the Asset Purchase Agreement and related agreements, is included in the Current Report on Form 8-K filed by SurgePays with the Securities and Exchange Commission on the date of this release, which may be accessed at www.sec.gov.

About SurgePays

SurgePays, Inc. (NASDAQ: SURG) is a fintech and mobile virtual network operator (MVNO) that delivers prepaid wireless and financial products to the approximately 138 million subprime consumers in the United States. Through its proprietary point of sale platform deployed across approximately 9,000 convenience stores and a growing Retail Media Network, SurgePays enables retailers to offer wireless activations, top ups, and consumer financial services. The Company's subsidiaries include LinkUp Mobile, Torch Wireless, and the ProgramBenefits.com platform, which is being built to incorporate AI driven decisioning across the financial and benefit products it offers. SurgePays is headquartered in Bartlett, TN. Learn more at www.surgepays.com and ir.surgepays.com.

Forward Looking Statements

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on the Company's current expectations regarding the transaction described above, the intended benefits of the transaction, and the Company's ongoing business. Because forward looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside the Company's control. Actual results and financial condition may differ materially from those indicated in the forward looking statements. Important factors that could cause actual results to differ are discussed in the Company's filings with the Securities and Exchange Commission, including the risk factors contained in its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update these statements, except as required by law.

Investor and Media Contact

MDM Worldwide | Investor Relations
ir@surgepays.com

FAQ

What specific assets did SurgePays sell to GPO Plus?

The transaction includes the ClearLine point of sale (POS) engagement platform, the Managed Marketing Services (MMS) platform that powers a managed digital marketing network using smart TVs, and a turnkey prepaid wireless company (MVNO) built on SurgePays' existing platforms, carrier contracts, and software infrastructure, together with related operating assets.

How is the $27.5 million consideration for the ClearLine transaction structured?

As consideration, GPO Plus issued 25,000,000 shares of a newly designated Series D Preferred Stock to SurgePays. SurgePays also entered into a put option agreement with Emerald Shoals Targeted Opportunities Fund LP that gives SurgePays the right to sell the Series D Preferred Stock, or the common stock it converts into, to Emerald Shoals for $27.5 million in cash.

What strategic rationale does SurgePays provide for selling ClearLine and the MVNO assets?

The company said the transaction sharpens its focus on core prepaid wireless and fintech businesses, monetizes the significant investment made in ClearLine development over the last three years at what it describes as a meaningful valuation, and materially strengthens its balance sheet.

What technology and capabilities does the ClearLine platform provide to merchants?

ClearLine is a POS digital marketing platform that converts credit card terminals and customer-facing screens into an interactive marketing channel. Features include reviews, deals, surveys, VIP club, gift cards, coupons, birthday club, loyalty, referral program, Wi-Fi marketing, geofencing, push messages, POS integration, and NFC tags, with a single dashboard for storefront and POS engagement. The platform is backed by U.S. Patent No. 12,632,881 B2 covering its merchant engagement technology.

Where can investors find more detailed documentation on the SurgePays transaction?

Additional information, including the Asset Purchase Agreement and related agreements, is contained in a Current Report on Form 8-K filed by SurgePays with the Securities and Exchange Commission on the date of the release, which can be accessed at www.sec.gov.