GPO Plus acquires SurgePays assets for $27.5M

GPO Plus, Inc. (GPOX) entered into and closed an asset acquisition of SurgePays, Inc.’s ClearLine engagement platform, media network, related technology and operating assets, and its GPOX Wireless business through a new subsidiary.

Rhea-AI Filing Summary

GPO Plus, Inc. (GPOX) entered into and closed an asset acquisition of SurgePays, Inc.’s ClearLine engagement platform, media network, related technology and operating assets, and its GPOX Wireless business through a new subsidiary. The agreed purchase price is $27,500,000, paid entirely in 25,000,000 shares of newly created Series D Preferred Stock.

Each Series D Preferred Share is convertible into one share of GPO Plus common stock and carries no dividend, liquidation or other preferences and no voting rights. GPO Plus also agreed that SurgePays may sell the Preferred Shares, or the common shares issuable upon conversion, to Emerald Shoals Targeted Opportunities Fund LP under a Put Option Agreement, allowing SurgePays to receive $27,500,000 during a put period beginning at closing and extending for three years and 90 days.

As additional consideration for Emerald Shoals entering into the Put Option Agreement, GPO Plus issued a five-year warrant for 15,000,000 common shares, split into three tranches of 5,000,000 shares with exercise prices of $0.05, $0.15 and $0.25 per share. The securities were issued in private placements relying on Section 4(a)(2) and Rule 506(b) of Regulation D, and the rights and preferences of the Series D Preferred Stock were set by a Certificate of Designation filed in Nevada on September 10, 2026.

Filing Explained

The September 10 closing delivered the $27.5 million purchase price in preferred shares rather than company cash, while SurgePays’s put right can seek that amount from Emerald Shoals for three years and 90 days after closing. For scale, the company’s $7,506 cash balance on April 30, 2026 equaled 2.4 days of its last reported quarterly operating cash use.

Sources and calculations

• GPO Plus, Inc. Form 8-K (2026-09-10)
• GPO Plus, Inc. latest quarterly fundamentals (2026Q4)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $7,506 / ($374,708 / 120) = 2.4 days

8-K Event Classification

5 items: 1.01, 2.01, 3.02, 5.03, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Purchase price: $27,500,000 Series D Preferred Shares issued: 25,000,000 shares Warrant shares: 15,000,000 shares +4 more

7 metrics

Purchase price $27,500,000 Consideration for SurgePays’ ClearLine platform and GPOX Wireless assets

Series D Preferred Shares issued 25,000,000 shares Shares issued by GPO Plus to SurgePays as acquisition consideration

Warrant shares 15,000,000 shares Total common shares underlying five-year warrant issued to Emerald Shoals

Warrant exercise prices $0.05, $0.15, $0.25 per share Three 5,000,000-share tranches under the Emerald Shoals warrant

Put Option amount $27,500,000 Amount Emerald Shoals may pay to purchase Preferred or converted common shares from SurgePays

Put Right period 3 years and 90 days Exercise period for SurgePays to sell shares under the Put Option Agreement

Series D Preferred Stock term No dividend, liquidation or voting rights Key rights and preferences designated in Nevada on September 10, 2026

Key Terms

Asset Purchase Agreement, Put Option Agreement, Series D Preferred Stock, Certificate of Designation, +2 more

6 terms

Asset Purchase Agreement regulatory

"entered into an Asset Purchase Agreement with SurgePays, Inc."

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

Put Option Agreement financial

"SurgePays also entered into a Put Option Agreement with Emerald Shoals"

A put option agreement is a contract that gives its holder the right to sell a specified number of shares at an agreed price within a set period. Think of it like an insurance policy that guarantees you can offload stock at a known price if the market falls; for investors it provides downside protection but can also create obligations for the counterparty (often the company) to buy back shares, which can affect cash flows and ownership stakes.

Series D Preferred Stock financial

"25,000,000 shares of Company Series D Preferred Stock"

Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.

Certificate of Designation regulatory

"filed a Certificate of Designation with the Nevada Secretary of State"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Section 4(a)(2) regulatory

"pursuant to the exemption provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) of Regulation D regulatory

"and Rule 506(b) of Regulation D promulgated thereunder"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

FAQ

What acquisition did GPOX announce in this 8-K?

GPO Plus, Inc. is acquiring SurgePays, Inc.’s ClearLine engagement platform, media network, related technology and operating assets, and GPOX Wireless business through a newly formed subsidiary, with the transaction structured as an asset purchase.

What is the purchase price GPOX is paying for the SurgePays assets?

The purchase price is $27,500,000, which GPO Plus is paying entirely in the form of 25,000,000 shares of its Series D Preferred Stock issued to SurgePays, Inc. as consideration for the purchased assets.

What are the key terms of GPOX’s new Series D Preferred Stock?

Each Series D Preferred Share is convertible into one share of GPO Plus common stock, has no preferential dividend, liquidation or other rights, and carries no voting rights, as reflected in the Certificate of Designation filed in Nevada.

What is the Put Option Agreement related to the GPOX transaction?

Under a Put Option Agreement, SurgePays may sell the Preferred Shares or resulting common shares to Emerald Shoals Targeted Opportunities Fund LP for $27,500,000 during an exercise period beginning at closing and lasting three years and 90 days.

What warrant did GPOX issue to Emerald Shoals and on what terms?

GPO Plus issued Emerald Shoals a five-year warrant for 15,000,000 common shares, divided into three tranches of 5,000,000 shares each with exercise prices of $0.05, $0.15, and $0.25 per share as additional consideration for entering the Put Option Agreement.

How were the GPOX Preferred Shares and warrant issued under securities laws?

GPO Plus issued the 25,000,000 Series D Preferred Shares to SurgePays and the 15,000,000-share warrant to Emerald Shoals in private placements relying on the Section 4(a)(2) exemption and Rule 506(b) of Regulation D, with no public offering or general solicitation.

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 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): September 7, 2026

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-56286		85-1088309
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3571 E. Sunset Road, Ste. 300

Las Vegas, NV 89120

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (702) 840-1021

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 7, 2026, GPO Plus, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with SurgePays, Inc. (“SurgePays”), and ClearLine Apps, LLC, a newly formed subsidiary of the Company (the “Acquisition Subsidiary”), pursuant to which the Acquisition Subsidiary would acquire (the “Acquisition”) from SurgePays (i) SurgePay’s ClearLine engagement platform, media network and related technology, functionality and operating assets, and (ii) SurgePay’s GPOX Wireless business and assets (collectively the “Purchased Assets”) in consideration of a $27,500,000 purchase price to be paid by the Company to SurgePays only in the form of 25,000,000 shares (the “Preferred Shares”) of Company Series D Preferred Stock (the “Series D Preferred Stock”). Each share of Series D Preferred Stock is convertible at the election of the holder into one share of GPO Plus common stock, has no preferential dividend, liquidation or other rights, and has no voting rights.

In connection with entering into the Purchase Agreement, SurgePays also entered into a Put Option Agreement (the “Put Agreement”) with Emerald Shoals Targeted Opportunities Fund LP (“Emerald Shoals”) (which Option Agreement was formally acknowledged by the Company), pursuant to which SurgePays would have the right (the “Put Right”) to sell the Preferred Shares or shares of Company common stock issuable upon conversion of the Preferred Shares to Emerald Shoals for $27,500,000 during an exercise period beginning at closing of the Acquisition and continuing for three years and 90 days from closing.

The Purchase Agreement includes customary representations, warranties and covenants by each of the parties and customary closing conditions. The Purchase Agreement also requires the Company to issue Emerald Shoals, as additional consideration for Emerald Shoals entering into the Put Agreement, a five-year warrant to purchase 15,000,000 shares of Company common stock, divided into three tranches of 5,000,000 shares exercisable at $0.05, $0.15 and $0.25 per share, respectively (the “Warrant”).

The foregoing descriptions of the Asset Purchase Agreement and Put Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.01.

On September 10, 2026, the Company, SurgePays and the Acquisition Subsidiary closed the Acquisition, SurgePays assigned the assets to the Acquisition Subsidiary, and the Company issued the Preferred Shares to SurgePays.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure provided above in Items 1.01 and 2.01 is incorporated by reference into this Item 3.02.

The Company issued the Preferred Shares to SurgePays and the Warrant to Emerald Shoals pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as SurgePays and Emerald Shoals were accredited and/or financially sophisticated, and the issuances did not involve a public offering of securities or any general solicitation.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure provided above in Items 1.01 and 2.01 is incorporated by reference into this Item 5.03.

On September 10, 2026, the Company filed a Certificate of Designation with the Nevada Secretary of State designating the rights and preferences of the Series D Preferred Stock.

2

The description of the Series D Preferred Stock provided in Item 1.01 above does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Designation of Series D Preferred Stock filed September 10, 2026
10.1		Asset Purchase Agreement dated September 7, 2026, by and between SurgePays, Inc., GPO Plus, Inc., and ClearLine Apps, LLC
10.2		Put Option Agreement dated September 7, 2026, by and between SurgePays, Inc. and Emerald Shoals Targeted Opportunities Fund LP, and acknowledged by GPO Plus, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	GPO PLUS, INC.
Date: September 10, 2026	By:	/s/ Brett H. Pojunis
	Name:	Brett H. Pojunis
	Title:	Chief Executive Officer

4

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

• EX-10.1 ASSET PURCHASE AGREEMENT 85.6 KB
• EX-10.2 PUT OPTION AGREEMENT 35.5 KB

Other Documents

• EX-3.1 CERTIFICATE OF DESIGNATION 24.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB