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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 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 |
