STOCK TITAN

SurgePays forms LLC for 51% smartphone JV

SurgePays sets up LWP-SURGE, LLC for a proposed smartphone rent-to-own joint venture but notes that key agreements, funding and operations remain uncertain.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
SurgePays membership interest in LWP-SURGE 51% Expected ownership stake in the proposed joint venture vehicle
LowWeeklyPayments membership interest in LWP-SURGE 49% Remaining ownership stake in the proposed joint venture vehicle
Board of managers size 5 members Anticipated size of LWP-SURGE’s board of managers
SurgePays-appointed board members 3 members Number of LWP-SURGE board seats, including chair, expected to be appointed by SurgePays
LowWeeklyPayments-appointed board members 2 members Number of LWP-SURGE board seats expected to be appointed by LowWeeklyPayments
Formation date of LWP-SURGE September 2, 2026 Date articles of organization were initiated for filing with the Wyoming Secretary of State
joint venture financial
"to serve as the operating vehicle for a proposed joint venture with All Prepaid"
A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.
rent-to-own financial
"intended to operate a smartphone rent-to-own program through the Company’s network"
A rent-to-own agreement lets a customer use an item or property by paying regular rental fees with the option to buy it later, often with part of those payments counting toward the purchase price. Think of it like a trial rental that can turn into ownership. For investors, these contracts affect how a company records revenue and assets, influence cash flow predictability, and carry credit and repossession risks that matter for valuation and credit analysis.
portfolio funding facility financial
"the incurrence of indebtedness outside an approved portfolio funding facility"
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private Securities Litigation"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
limited liability company financial
"LWP-SURGE, LLC, a Wyoming limited liability company"
A limited liability company (LLC) is a business structure that separates the owners’ personal assets from the company’s debts and legal obligations, like a protective shield that keeps personal savings and property distinct from business risk. For investors, that protection reduces personal financial exposure and often brings flexible rules for profit sharing and taxes, but it can also affect how easily interests are bought or sold and how decisions are made.

FAQ

What joint venture did SurgePays (SURG) announce involving LWP-SURGE, LLC?

SurgePays formed LWP-SURGE, LLC, a Wyoming LLC, as the proposed operating vehicle for a joint venture with All Prepaid, LLC (LowWeeklyPayments) to operate a smartphone rent-to-own program using SurgePays’ independent retail dealer network and LowWeeklyPayments’ technology platform.

What ownership stakes will SurgePays (SURG) and LowWeeklyPayments hold in LWP-SURGE?

SurgePays expects to hold a 51% membership interest in LWP-SURGE and serve as its manager, while LowWeeklyPayments is expected to hold the remaining 49% membership interest, according to the described joint venture structure.

How will governance of LWP-SURGE be structured for SURG?

The board of managers of LWP-SURGE is anticipated to have five members, with SurgePays appointing three, including the chair, and LowWeeklyPayments appointing two. Certain major actions, such as a sale or new indebtedness outside an approved funding facility, would require consent of both members.

Have definitive agreements for the SurgePays (SURG) joint venture been signed?

No. SurgePays and LowWeeklyPayments have not yet executed a definitive operating agreement or related intellectual property license, distribution, and shared services agreements. The company notes that the terms described are subject to change and there is no assurance the joint venture will be consummated.

Does LWP-SURGE currently have operations or affect SURG’s near-term financials?

As of September 2, 2026, LWP-SURGE has no operations, revenue, assets, or liabilities. SurgePays states it does not expect the formation of LWP-SURGE, by itself, to have a material effect on its financial condition or results of operations for the current fiscal quarter.

What funding considerations are mentioned for the SURG joint venture?

The company notes that certain actions, including incurring indebtedness outside an approved portfolio funding facility, would require consent of both members and that there is no assurance any portfolio funding will be obtained on acceptable terms or at all.

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

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false 0001392694 0001392694 2026-09-02 2026-09-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 2, 2026

 

SURGEPAYS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40992   98-0550352

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3124 Brother Blvd., Suite 104, Bartlett, TN 38133

(Address of principal executive offices, including zip code)

 

(901) 302-9587

(Registrant’s telephone number, including area code)

 

Not Applicable

(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
Common Stock   SURG   The Nasdaq Stock Market, LLC

 

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 8.01. Other Events.

 

On September 2, 2026, SurgePays, Inc. (the “Company”) formed LWP-SURGE, LLC, a Wyoming limited liability company (“LWP-SURGE”), to serve as the operating vehicle for a proposed joint venture with All Prepaid, LLC, a Florida limited liability company doing business as LowWeeklyPayments (“LWP”). Articles of organization for LWP-SURGE were initiated for filing with the Wyoming Secretary of State on that date.

 

LWP-SURGE is intended to operate a smartphone rent-to-own program through the Company’s independent retail dealer network, using the LWP real-time approval platform, contract templates, and servicing technology. The Company expects to hold a 51% membership interest in LWP-SURGE and to serve as its manager, with LWP holding the remaining 49% membership interest. The Company anticipates appointing three of the five members of the board of managers, including the chair, with LWP appointing the remaining two members. Certain enumerated matters, including a sale of LWP-SURGE, the incurrence of indebtedness outside an approved portfolio funding facility, the issuance of additional membership interests, and a voluntary dissolution, would require the consent of both members.

 

The Company and LWP have not yet executed a definitive operating agreement or the related intellectual property license, distribution, and shared services agreements contemplated for the joint venture, and the terms described above are subject to change. The formation of LWP-SURGE does not itself obligate either party to consummate the joint venture, and no assurance can be given that definitive agreements will be executed, that the proposed joint venture will commence operations, or that any portfolio funding will be obtained on acceptable terms or at all. LWP-SURGE has no operations, revenue, assets, or liabilities as of the date of this Current Report. The Company will report the execution of any definitive agreement for the joint venture to the extent required by applicable rules.

 

The Company does not expect the formation of LWP-SURGE, standing alone, to have a material effect on its financial condition or results of operations for the current fiscal quarter.

 

Disclosure Regarding Forward-Looking Information

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the formation and intended purpose of LWP-SURGE, LLC, the anticipated ownership and governance of the proposed joint venture, the negotiation and execution of definitive agreements, the availability and terms of portfolio funding, the commencement and scale of the smartphone rent-to-own program, and the expected effect of the foregoing on the Company’s results of operations, costs, and margins. These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as of the date that they are made, and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “should,” “go-forward,” “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements, and the Company undertakes no obligation to update any forward-looking statement except as required by law.

 

 

 

 

SIGNATURE

 

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.

 

Date: September 3, 2026 SURGEPAYS, INC.
     
  By: /s/ Kevin Brian Cox
  Name: Kevin Brian Cox
  Title: Chief Executive Officer

 

 

 

 

Filing Exhibits & Attachments

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