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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): June 16, 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)
Registrant’s
telephone number, including area code: (901) 302-9587
(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
5.07. Submission of Matters to a Vote of Security Holders.
On
June 16, 2026, SurgePays, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual
Meeting”). At the Annual Meeting, an aggregate of 17,275,798 shares of voting common stock, or approximately 68.8% of the
Company’s 25,121,895 total outstanding voting shares of common stock as of May 5, 2026, the record date for the Annual Meeting
(the “Record Date”), were present virtually at or were voted at the Annual Meeting, constituting a quorum. The following
proposals were voted on at the Annual Meeting (as described in greater detail in the Proxy Statement on Schedule 14A, filed with the
Securities and Exchange Commission on May 7, 2026 (the “Proxy Statement”)), with the results of such voting as set
forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement, and this Form 8-K should be read in connection
with the Proxy Statement.
| Proposal
1 |
|
For |
|
Against |
|
Abstain/Withheld |
| Election of Directors |
|
|
|
|
|
|
| Kevin Brian Cox |
|
10,084,499 |
|
0 |
|
1,540,604 |
| David N. Keys |
|
9,956,546 |
|
0 |
|
1,668,557 |
| David May |
|
10,015,873 |
|
0 |
|
1,609,230 |
| Laurie Weisberg |
|
9,843,283 |
|
0 |
|
1,781,820 |
| |
|
|
|
|
|
|
| Proposal
2 |
|
For |
|
Against |
|
Abstain/Withheld |
| Ratification of the appointment of TAAD, LLP as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
|
15,872,799 |
|
1,389,370 |
|
13,629 |
| Proposal
3 |
|
For |
|
Against |
|
Abstain/Withheld |
| Approval of the terms of securities purchase agreements
entered into between the Company and certain institutional investors (the “Investors”) in 2025 and 2026, the transactions
contemplated thereby (the “Transactions”), and the issuance of shares of common stock to the Investors in the
Transactions equal to 20% or more of the Company’s common stock. |
|
10,076,231 |
|
1,127,018 |
|
421,854 |
As
a result of the above voting, each of the proposals was approved by the requisite vote of the Company’s stockholders, and the four
directors set forth above were reelected to the Company’s Board of Directors.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within Inline
XBRL document) |
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.
| |
SURGEPAYS, INC. |
| |
|
|
| Date: June 22, 2026 |
By: |
/s/ Kevin
Brian Cox |
| |
Name: |
Kevin Brian Cox |
| |
Title: |
Chief Executive Officer |
