SurgePays, Inc. (SURG) SEC Filings

SurgePays, Inc. (symbol: SURG) is the issuer of record for a Form 4 filing submitted to the SEC. May David Allen reported acquisition or exercise transactions in this Form 4 filing.

SurgePays, Inc. (SURG) reported that director David Allen May received a grant of 315,179 restricted shares of common stock on July 31, 2026 under the company’s 2022 Omnibus Securities and Incentive Plan. These shares vest only upon the earlier of Mr. May ceasing to serve as a director (other than for Cause), a Change of Control, or June 24, 2029. Following this award, Mr. May is reported with 486,805 shares held directly, including 156,626 currently held shares and 15,000 shares issuable from prior restricted awards, but excluding 41,750 shares held by XIV LLC that are described as deemed to be owed by him. No Rule 10b5-1 trading plan is reported.

SurgePays, Inc. (SURG) has formed LWP-SURGE, LLC, a Wyoming limited liability company, as the intended operating vehicle for a proposed joint venture with All Prepaid, LLC, which does business as LowWeeklyPayments. LWP-SURGE is expected to run a smartphone rent-to-own program through SurgePays’ independent retail dealer network, using LowWeeklyPayments’ real-time approval platform, contract templates, and servicing technology.

SurgePays expects to hold a 51% membership interest, manage LWP-SURGE, and appoint three of five board of managers seats, with LowWeeklyPayments holding 49% and appointing the remaining two seats. Certain major actions would require consent of both members. No definitive operating, IP license, distribution, or shared services agreements have been executed, LWP-SURGE currently has no operations, revenue, assets, or liabilities, and the structure and terms may change. SurgePays states it does not expect the formation of LWP-SURGE alone to have a material effect on its financial condition or results for the current fiscal quarter.

SurgePays, Inc. (ticker SURG) reported sharply higher revenue but continued losses and liquidity pressure for the quarter and six months ended June 30, 2026. Revenue rose to $16.2 million for the quarter and $32.2 million for the first half of 2026, up from $11.5 million and $22.1 million in 2025, driven mainly by the Point-of-Sale and Prepaid Services segment, which contributed 89.47% of six‑month revenue.

Net income available to common stockholders was $1.29 million for the quarter, but this was largely due to an $8.51 million gain on a contract liability settlement; the company still recorded a six‑month net loss of $10.76 million and used $7.18 million of cash in operating activities. At June 30, 2026, SurgePays had cash of $1.95 million (plus $0.43 million restricted), a working capital deficit of $21.30 million, a stockholders’ deficit of $20.75 million, accumulated deficit of $107.75 million, and total liabilities of $29.99 million, including significant current and long‑term convertible notes and $1.11 million of derivative liabilities.

Management concluded that these factors, together with continued losses and limited cash, raise substantial doubt about the company’s ability to continue as a going concern. SurgePays also disclosed Nasdaq notices for failing the $35 million market‑value and $1.00 minimum bid requirements, with cure periods into September 2026. In its MVNO business, reimbursements of $3.61 million under FCC‑administered programs are under audit and regulatory review and have been withheld; they are recorded as a non‑current receivable at a discounted carrying amount of $3.33 million. The board has authorized up to $20 million of additional convertible secured note financing as part of broader plans to address liquidity.

SurgePays, Inc. filed a Form 12b-25 to notify a delay in submitting its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The company cites a delay in completing its financial statements and other disclosures, and its independent registered public accounting firm needs additional time to complete its review. SurgePays anticipates filing the Form 10-Q no later than the fifth calendar day after the prescribed filing date of August 14, 2026.

SurgePays, Inc. formed Redline Wireless Group, LLC, a Wyoming joint venture with one of the largest U.S. wireless master distribution organizations to market, distribute, and support prepaid wireless services nationwide using the Company’s LinkUp Mobile brand, MVNO platform, billing systems, customer service, and operations center.

Redline is owned 51% by SurgePays as managing member and 49% by the Contributing Member, governed by a six‑member board with equal appointments and Brian Cox as chair holding a casting vote on deadlocks. SurgePays’ contributions are entirely in‑kind, with no expected cash capital contribution, and it will retain its direct carrier relationships and wholesale MVNO agreements while granting Redline use of its carrier rails and LinkUp Mobile intellectual property under an Intellectual Property License Agreement and a Master Services Agreement priced at documented cost with no markup. The Contributing Member contributes access to a national network of more than 20,000 active independent prepaid wireless dealers and exclusive channel rights. SurgePays intends to consolidate Redline under Accounting Standards Codification 810, reporting the 49% stake as a noncontrolling interest, and currently expects Redline to be cash flow positive from its first month of commercial operations.

SurgePays, Inc. reports that its subsidiary Torch Wireless received a Federal Communications Commission Notice of Apparent Liability for Forfeiture dated July 22, 2026, tied to the timing of document submissions responding to an earlier FCC Letter of Inquiry.

The company explains that Torch sent a 28-page substantive response on May 15, 2026 and believed supporting documents were uploaded around June 3, 2026, with later technical issues on the FCC’s portal leading to re-uploaded materials the FCC has now confirmed receiving. SurgePays states that the notice concerns only alleged late submission, not the substance of Torch’s response or any misconduct, and that Torch disputes the basis of the notice, plans to seek its withdrawal, and may pursue legal remedies.

SurgePays, Inc. has amended its agreement with AT&T Mobility, removing all remaining minimum spend commitments that had required an aggregate minimum spend of $50.0 million over an initial three-year term. The amendment is expected to lower customer acquisition and ongoing monthly subscriber costs through improved wholesale pricing and to be favorable to operating margins.

AT&T agreed to forgive approximately $10.3 million of previously billed minimum-commitment charges in excess of actual usage. This forgiveness will reduce accounts payable by about $10.3 million and create a corresponding gain of roughly $8.5 million in Q2 2026, reversing expenses previously reported for the three months ended March 31, 2026 and improving net income and stockholders’ equity.

SurgePays, Inc. reported results of its annual stockholder meeting held on June 16, 2026. Stockholders representing 17,275,798 shares, about 68.8% of the 25,121,895 voting shares outstanding as of May 5, 2026, were present or voted, establishing a quorum.

All four director nominees were re-elected, each receiving over 9.8 million votes in favor. Stockholders also ratified TAAD, LLP as independent registered public accounting firm for the year ending December 31, 2026, with 15,872,799 votes for. In addition, stockholders approved securities purchase agreements with institutional investors entered into in 2025 and 2026, including the issuance of common stock equal to 20% or more of the company’s common stock, with 10,076,231 votes for and 1,127,018 against.

SurgePays, Inc. entered into a new secured note purchase agreement with an investor, under which it issued a $500,000 promissory note as of June 16, 2026. The note carries 14.5% annual interest, matures in 24 months, and requires quarterly repayments of $125,000 starting one year after issuance.

The note is convertible in five 20% tranches at increasing share prices of $2.00, $4.00, $6.00, $8.00, and $10.00. This financing is part of a broader Belleau Wood Capital–led series of notes, bringing total original principal under the series to $2,650,000. The note was issued as an unregistered security under Section 4(a)(2) of the Securities Act of 1933.