SurgePays Announces Pricing of $2.5 Million Public Offering

Rhea-AI Summary

SurgePays (NASDAQ:SURG) priced an underwritten public offering of 2,000,000 shares of common stock at $1.25 per share, for aggregate gross proceeds of approximately $2.5 million before underwriting discounts and offering expenses. The company granted the underwriters a 45-day option to purchase up to an additional 300,000 shares to cover over-allotments. The offering is expected to close on January 22, 2026, subject to customary closing conditions, with R.F. Lafferty & Co. acting as sole book-running manager. Shares are offered pursuant to an effective Form S-3 registration statement (File No. 333-273110).

Positive

• Gross proceeds of approximately $2.5 million
• Underwriters granted a 45-day 300,000-share option

Negative

• Proceeds are before underwriting discounts and offering expenses
• Offering will dilute existing shareholders (2,000,000 new shares)

Key Figures

Shares offered: 2,000,000 shares Offering price: $1.25 per share Gross proceeds: $2.5 million +5 more

8 metrics

Shares offered 2,000,000 shares Underwritten public offering of common stock

Offering price $1.25 per share Public offering price for common stock

Gross proceeds $2.5 million Aggregate gross proceeds before discounts and expenses

Over-allotment option 300,000 shares Additional shares under 45-day underwriter option

Underwriter option period 45 days Duration of option to purchase additional shares

Expected closing date January 22, 2026 Anticipated closing of the offering

SEC file number 333-273110 Registration statement file number referenced

Effectiveness date November 3, 2023 Date registration statement was declared effective

Market Reality Check

Price: $0.0087 Vol: Volume 127,654 is in line...

normal vol

$0.0087 Last Close

Volume Volume 127,654 is in line with the 20-day average of 127,595. normal

Technical Price $1.87 is trading below the 200-day MA of $2.57 and 46.11% below the 52-week high.

Peers on Argus

SURG was down 1.58% while peers showed mixed moves, with UCL up and FNGR, KVHI, ...

SURG was down 1.58% while peers showed mixed moves, with UCL up and FNGR, KVHI, ATNI, CXDO all down to varying degrees. This points to a stock-specific reaction rather than a broad Telecom Services move.

Historical Context

5 past events · Latest: Jan 20 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 20	Offering announcement	Negative	-1.6%	Company announced commencement of an underwritten equity offering.
Dec 04	Platform expansion	Positive	-1.7%	Added three subprime lead aggregators to scale ProgramBenefits activations.
Nov 13	Strategy update	Positive	-17.5%	Launched ProgramBenefits.com to drive data monetization and subscriptions.
Nov 12	Earnings report	Positive	-14.7%	Reported strong Q3 2025 revenue growth and reaffirmed 2026 guidance.
Nov 06	Partner update	Neutral	-4.6%	Partner GPO Plus highlighted growth and its distribution relationship with SURG.

Pattern Detected

Recent news — including strong revenue growth, platform launches, and the latest capital raise — has repeatedly been followed by negative 24-hour price reactions, suggesting a pattern of selling into news.

Recent Company History

Over the last six months, SurgePays reported strong growth, with Q3 2025 revenue of $18.7M and significant year-over-year and sequential increases, plus new platforms like ProgramBenefits.com and added lead aggregators. Despite these operational milestones, each event saw negative 24-hour price reactions, including double-digit declines after earnings and strategy updates. The January 20, 2026 underwritten offering announcement also coincided with a -1.58% move, framing today’s offering pricing within an ongoing pattern of pressure around news.

Market Pulse Summary

This announcement sets definitive terms for a capital raise, with 2,000,000 shares priced at $1.25 f...

Analysis

This announcement sets definitive terms for a capital raise, with 2,000,000 shares priced at $1.25 for about $2.5 million in gross proceeds and an additional 300,000-share over-allotment option. In context of recent growth updates and prior offering plans, it highlights the company’s continued use of equity financing. Investors may watch how proceeds affect liquidity, debt reliance from past filings, and the company’s ability to convert recent strategic initiatives into sustainable profitability.

Key Terms

underwritten public offering, book-running manager, over-allotments, prospectus supplement, +2 more

6 terms

underwritten public offering financial

"announced the pricing 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.

book-running manager financial

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

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.

over-allotments financial

"option to purchase up to an additional 300,000 shares of common stock ... to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

prospectus supplement regulatory

"The offering is being 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.

registration statement regulatory

"pursuant to a “shelf” registration statement on Form S-3 (File No. 333-273110)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

effective registration statement regulatory

"will form a part of the effective registration statement"

An effective registration statement is a company filing that a securities regulator has approved as meeting disclosure rules, giving the company the legal green light to sell new shares or debt to the public. For investors it matters because the approval signals needed information has been made public and allows offerings that can change a company's cash position, share count and stock liquidity—think of it as a permit that lets a fundraising or public sale go forward.

AI-generated analysis. Not financial advice.

BARTLETT, Tenn., Jan. 21, 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 pricing 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, for aggregate gross proceeds of approximately $2.5 million, prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted the underwriters 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. The offering is expected to close on January 22, 2026, subject satisfaction of customary closing conditions.

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

The shares of common stock 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 preliminary prospectus supplement and accompanying prospectus relating to this offering have been filed with the SEC and will form a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

Copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering, and copies of the final prospectus supplement and the accompanying prospectus, when available, may be obtained 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.com 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 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 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

How many shares did SurgePays (NASDAQ:SURG) offer in the January 21, 2026 public offering?

SurgePays offered 2,000,000 shares of common stock.

What was the public offering price per share for SURG on January 21, 2026?

The public offering price was $1.25 per share.

How much gross capital will SurgePays raise from the SURG offering?

Aggregate gross proceeds are approximately $2.5 million before discounts and expenses.

When is the SURG offering expected to close?

The offering is expected to close on January 22, 2026, subject to customary closing conditions.

Does the SURG offering include an over-allotment option?

Yes; underwriters have a 45-day option to buy up to 300,000 additional shares.

Where were SURG offering documents filed and how can investors access them?

Offering documents are filed on the SEC website under Form S-3 (File No. 333-273110) and will include a prospectus supplement.