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SurgePays Announces Closing of $2.5 Million Public Offering

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SurgePays (NASDAQ:SURG) announced the closing of an underwritten public offering of 2,000,000 shares of common stock at $1.25 per share on January 26, 2026, producing gross proceeds of approximately $2.5 million.

The company granted the underwriter a 45-day option to purchase up to an additional 300,000 shares to cover over-allotments. R.F. Lafferty & Co. acted as sole book-running manager. The shares were offered under a shelf registration on Form S-3 (declared effective November 3, 2023) and the offering materials were filed with the SEC.

Over 100 retail investors participated; reported proceeds are before underwriting discounts and offering expenses.

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Positive

  • Gross proceeds of approximately $2.5 million
  • Participation from over 100 retail investors
  • 45-day overallotment option for up to 300,000 additional shares

Negative

  • Underwriting discounts and offering expenses will reduce net proceeds
  • Issuance of 2,000,000 shares creates shareholder dilution risk

Key Figures

Offering size: 2,000,000 shares Offering price: $1.25 per share Gross proceeds: $2.5 million +5 more
8 metrics
Offering size 2,000,000 shares Common stock issued in underwritten public offering
Offering price $1.25 per share Public offering price for new common shares
Gross proceeds $2.5 million Gross proceeds before underwriting discounts and expenses
Over-allotment option 45 days Duration of underwriter option to buy additional shares
Additional shares 300,000 shares Maximum extra shares under over-allotment option
Current price $1.22 Pre-news price vs $1.25 offering level
52-week range $1.0486–$3.47 Positioned closer to 52-week low than high
Market cap $26,362,636 Equity value before reflecting new shares from offering

Market Reality Check

Price: $0.0087 Vol: Volume 297,022 vs 20-day ...
normal vol
$0.0087 Last Close
Volume Volume 297,022 vs 20-day average 343,055 (relative volume 0.87x) ahead of the offering close. normal
Technical Shares at $1.22 are trading below the 200-day MA of $2.55 and well under the $3.47 52-week high.

Peers on Argus

Key telecom peers (e.g., UCL -5.49%, FNGR -4.07%) traded lower, but no peers app...

Key telecom peers (e.g., UCL -5.49%, FNGR -4.07%) traded lower, but no peers appeared in the momentum scanner, suggesting this offering headline is company-specific.

Previous Offering Reports

2 past events · Latest: Jan 21 (Negative)
Same Type Pattern 2 events
Date Event Sentiment Move Catalyst
Jan 21 Offering pricing Negative -35.8% Priced 2,000,000-share offering at $1.25 with $2.5M gross proceeds.
Jan 20 Offering launch Negative -1.6% Announced proposed underwritten public offering under existing Form S-3.
Pattern Detected

Recent offering-related announcements have coincided with negative one-day price moves, indicating a history of weak reactions to equity raise news.

Recent Company History

Over recent months, SurgePays has combined rapid growth with repeated capital markets activity. Prior offering headlines on Jan 20 and Jan 21 detailed the launch and pricing of this same equity raise and saw negative price reactions of -1.58% and -35.83%. Earlier in Q3 2025, the company reported strong revenue growth and launched its ProgramBenefits platform, but those updates also coincided with share price declines, underscoring sensitivity to financing and execution risk.

Historical Comparison

+18.7% avg move · Prior offering headlines on Jan 20 and Jan 21 prompted generally negative reactions, with an average...
offering
+18.7%
Average Historical Move offering

Prior offering headlines on Jan 20 and Jan 21 prompted generally negative reactions, with an average move magnitude of about 18.7%. Today’s closing announcement follows the same financing sequence and fits into this recent pattern of equity-raise driven volatility.

This news completes a short sequence: an offering was proposed, then priced, and has now closed, using the same underwritten structure and terms previously outlined.

Market Pulse Summary

This announcement confirms the closing of SurgePays’ underwritten offering of 2,000,000 shares at $1...
Analysis

This announcement confirms the closing of SurgePays’ underwritten offering of 2,000,000 shares at $1.25, for gross proceeds of $2.5 million. It follows earlier proposed and pricing releases, completing the capital-raise sequence. Historically, similar financing news has coincided with notable one-day moves, underscoring sensitivity to dilution and funding. Investors may track how the added capital supports operations and whether future updates focus more on execution than new equity raises.

Key Terms

underwritten public offering, shelf registration statement, form s-3, prospectus supplement
4 terms
underwritten public offering financial
"today announced the closing of its previously announced underwritten public offering of 2,000,000 shares"
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.
shelf registration statement regulatory
"The shares of common stock were offered by the Company pursuant to a shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3 regulatory
"pursuant to a shelf registration statement on Form S-3 (File No. 333-273110)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
prospectus supplement regulatory
"The offering was made only by means of a prospectus supplement and accompanying prospectus"
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.

Over 100 retail investors participated in the transaction

BARTLETT, Tenn., Jan. 26, 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 the closing of its previously announced underwritten public offering of 2,000,000 shares of common stock at a public offering price of $1.25 per share. Over 100 retail investors participated in the public offering. Gross proceeds from the offering were approximately $2.5 million, before deducting underwriting discounts and other offering expenses.

In addition, the Company granted the underwriter a 45-day option to purchase up to an additional 300,000 shares of common stock at the public offering price per share, less underwriting discounts, to cover over-allotments, if any.

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

The shares of common stock were 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 on November 3, 2023. The offering was made only by means of a prospectus supplement and accompanying prospectus, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov.

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 anticipated use of proceeds from the offering and the expected impact of the offering on the Company’s business and financial condition. 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 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

How many shares did SurgePays (SURG) sell in the January 26, 2026 offering?

SurgePays sold 2,000,000 shares at $1.25 per share.

What were the gross proceeds from the SurgePays (SURG) offering on January 26, 2026?

Gross proceeds were approximately $2.5 million, before underwriting discounts and expenses.

Does SurgePays (SURG) have an option to sell more shares after the January 26, 2026 offering?

Yes; the underwriter received a 45-day option to purchase up to 300,000 additional shares.

Who managed the SurgePays (SURG) public offering completed January 26, 2026?

R.F. Lafferty & Co. acted as the sole book-running manager for the offering.

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

The prospectus supplement and accompanying prospectus were filed with the SEC and are available on www.sec.gov.
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Software - Application
Telephone Communications (no Radiotelephone)
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United States
BARTLETT