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  4. [8-K] SurgePays, Inc. Reports Material Event

SurgePays (NASDAQ: SURG) launches Redline Wireless JV with 20,000-dealer reach

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 5 Form 8-K reports that Redline was formed on August 3, but its rights to use SurgePays’ carrier rails remain subject to customary closing conditions, including required carrier consents, so that operating access is not yet fully unconditional.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Redline ownership by SurgePays 51% SurgePays’ controlling and managing member stake in Redline Wireless Group, LLC
Redline ownership by Contributing Member 49% Noncontrolling member’s economic interest in Redline Wireless Group, LLC
Independent dealer channel more than 20,000 active independent prepaid wireless dealers Contributing Member’s national distribution footprint made available to Redline
Target subscriber base more than 1 million subscribers Shared objective for future subscriber growth of Redline and LinkUp Mobile
Addressable consumers approximately 138 million subprime and underserved consumers U.S. consumer segment SurgePays focuses on for mobile and financial services
Existing POS locations approximately 9,000 convenience stores Stores where SurgePays’ proprietary point of sale platform is installed
Master Services Agreement regulatory
"made available to Redline pursuant to a Master Services Agreement priced at documented cost"
A master services agreement is a standing contract that sets the main terms, responsibilities, pricing framework and processes for future work between two parties, allowing individual projects or orders to be added later without renegotiating core terms. For investors, it signals predictability and reduced legal friction around revenue streams and costs—like a subscription plan for services that makes future income and obligations easier to forecast and value.
Intellectual Property License Agreement regulatory
"licensed to Redline pursuant to an Intellectual Property License Agreement"
A legal contract where the owner of inventions, designs, trademarks, software or other proprietary work gives another party permission to use, sell, or build on that property under set terms—think of it like renting or franchising a valuable tool. Investors watch these agreements because they determine who can generate revenue from the asset, how much income or fees flow to the owner, how long exclusivity lasts, and what legal or cost risks remain, all of which affect company value.
noncontrolling interest financial
"the Contributing Member’s 49% economic interest reported as a noncontrolling interest"
The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.
Accounting Standards Codification 810 financial
"intends to consolidate Redline as a majority owned controlled subsidiary in accordance with Accounting Standards Codification 810"
MVNO platform technical
"utilizing the Company’s LinkUp Mobile consumer prepaid wireless brand, MVNO platform, billing and provisioning software"
forward-looking statements regulatory
"contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
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.

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FAQ

What joint venture did SurgePays (SURG) form with Redline Wireless Group?
SurgePays 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 LinkUp Mobile brand and SurgePays’ MVNO infrastructure.

How is Redline Wireless Group owned and governed for SurgePays (SURG)?
Redline is owned 51% by SurgePays as controlling and managing member and 49% by the Contributing Member. A six‑member board governs it, with three directors from each party and Brian Cox as chair holding a casting vote to resolve deadlocks.

What contributions will SurgePays (SURG) make to Redline and will it invest cash?
SurgePays’ contributions are entirely in‑kind, including the LinkUp Mobile brand, MVNO platform, billing and support systems, and operations center under license and service agreements. The company does not expect to make any cash capital contribution to Redline in connection with the formation.

What does the Contributing Member provide to Redline in SurgePays’ (SURG) joint venture?
The Contributing Member contributes access to a national prepaid wireless distribution channel of more than 20,000 active independent dealers, grants Redline an exclusive right to distribute services over SurgePays’ carrier rails through this channel, and agrees to related restrictive covenants on competing distribution activities.

How will Redline Wireless Group be reflected in SurgePays (SURG) financial statements?
SurgePays intends to consolidate Redline as a majority‑owned controlled subsidiary under Accounting Standards Codification 810, with the Contributing Member’s 49% economic interest reported as a noncontrolling interest in SurgePays’ consolidated financial statements.

What are SurgePays’ (SURG) expectations for Redline’s performance?
SurgePays currently expects Redline to be cash flow positive from its first month of commercial operations and shares with its partner a goal of exceeding 1 million subscribers over time, though it cautions that actual results may differ from these forward‑looking expectations.
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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): August 3, 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 7.01. Regulation FD Disclosure.

 

On August 5, 2026, SurgePays, Inc. (the “Company”) issued a press release announcing the formation of Redline Wireless Group, LLC (“Redline”), a Wyoming limited liability company established as a joint venture between the Company and one of the largest wireless master distribution organizations in the United States, to market, distribute, and support prepaid wireless services in the United States on a nationwide independent dealer footprint utilizing the Company’s LinkUp Mobile consumer prepaid wireless brand, MVNO platform, billing and provisioning software, and operations center. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 8.01. Other Events.

 

On August 3, 2026, the Company and the Contributing Member (as defined below) formed Redline Wireless Group, LLC (“Redline”), a Wyoming limited liability company (the “Formation”). Redline is expected to have the following characteristics:

 

Structure and Ownership

 

Redline will be owned 51% by the Company, as controlling and managing member (“Managing Member”), and 49% by one of the largest wireless master distribution organizations in the United States (or an entity designated by such organization), as noncontrolling member (the “Contributing Member”).

 

Governance

 

Redline will be governed by a six-member board of directors, with three directors appointed by the Company and three directors appointed by the Contributing Member. Brian Cox, Chief Executive Officer of the Company, will serve as chair of the board of directors of Redline, with a casting vote in the event of a deadlock. All material matters of Redline, including the annual operating budget, incurrence of indebtedness, capital expenditures above specified thresholds, related party transactions, distributions, transfers of membership interests, and the admission of additional members, will require the affirmative approval of the Board.

 

Company Contributions

 

The Company’s contributions to Redline will consist entirely of in-kind assets and services and will not include the transfer or assignment of the Company’s direct carrier relationships or wholesale MVNO agreements, which the Company will retain at the SurgePays, Inc. corporate level. The Company’s in-kind contributions and rights that will be made available to Redline include the rights to use the LinkUp Mobile consumer prepaid wireless brand and related intellectual property (which will be licensed to Redline pursuant to an Intellectual Property License Agreement), access to the Company’s MVNO platform, and the Company’s billing, provisioning, customer service, technical support, and back office systems, together with the Company’s operations center and general and administrative infrastructure, in each case to be made available to Redline pursuant to a Master Services Agreement priced at documented cost as a pure pass through with no markup or management fee at the parent to subsidiary level. The Company does not expect to make any cash capital contribution to Redline in connection with the Formation.

 

 

 

 

Carrier Relationships

 

The Company’s direct carrier relationships and wholesale MVNO agreements will not be contributed to Redline. Those relationships and agreements will be retained by the Company at the SurgePays, Inc. corporate level. Redline will be granted rights to utilize the Company’s carrier rails for the marketing, distribution, and support of prepaid wireless services under the LinkUp Mobile brand pursuant to the Master Services Agreement. Redline’s ability to utilize the Company’s carrier rails will be subject to any consents required under the Company’s existing carrier agreements.

 

Contributing Member Contributions

 

The Contributing Member will contribute to Redline access to its national independent dealer prepaid wireless distribution channel of more than 20,000 active independent dealers, an exclusive right for Redline to distribute prepaid wireless services on the Company contributed carrier rails through such channel, and related restrictive covenants of the Contributing Member and its principals with respect to competing prepaid wireless distribution activities.

 

LinkUp Mobile Brand

 

Redline will operate its consumer prepaid wireless business under the LinkUp Mobile brand. The LinkUp Mobile brand and related intellectual property will remain owned by the Company and will be licensed to Redline pursuant to an Intellectual Property License Agreement.

 

Accounting Treatment

 

The Company intends to consolidate Redline as a majority owned controlled subsidiary in accordance with Accounting Standards Codification 810, Consolidation, with the Contributing Member’s 49% economic interest reported as a noncontrolling interest in the Company’s consolidated financial statements.

 

Expected Cash Flow Profile

 

The Company currently expects Redline to be cash flow positive from its first month of commercial operations. Actual results may differ from this expectation. See “Forward-Looking Statements” below.

 

Closing Conditions

 

Certain rights of Redline under the Master Services Agreement, including its ability to utilize the Company’s carrier rails, will be subject to the satisfaction of customary closing conditions, including the receipt of any consents required under the Company’s existing carrier agreements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release of SurgePays, Inc., dated August 5, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K, including Exhibit 99.1 hereto, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (15 U.S.C. §78u-5). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions, including with respect to the formation and operations of Redline Wireless Group, LLC, the in-kind nature of the Company’s contributions to Redline, the absence of any expected cash capital contribution by the Company to Redline in connection with the Formation, the entry into an Intellectual Property License Agreement or Master Services Agreement, the expectation that Redline will be cash flow positive from its first month of commercial operations, the future subscriber growth of Redline and the LinkUp Mobile brand, including the parties’ shared objective of exceeding 1 million subscribers, the parties’ internal financial projections for Redline, comparisons of Redline’s projected revenue and profitability to the historical results of prior SurgePays subsidiaries, the intended consolidation of Redline in the Company’s financial statements under Accounting Standards Codification 810, and the parties’ ability to satisfy customary closing conditions, including applicable carrier consents. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, readers should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in the Company’s filings with the Securities and Exchange Commission, including the risk factors contained in its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update these statements as a result of new information or future events, except as required by law.

 

 

 

 

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: August 5, 2026 By: /s/ Kevin Brian Cox
  Name: Kevin Brian Cox
  Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

SurgePays Forms Redline Wireless Group to Scale LinkUp Mobile Across 20,000 Plus Dealers

 

New joint venture with one of the largest wireless master distribution organizations in the US is expected to be cash flow positive in its first month of operations

 

BARTLETT, Tenn., August 5, 2026 (GLOBE NEWSWIRE) — SurgePays, Inc. (NASDAQ: SURG) (“SurgePays” or the “Company”), a wireless and fintech technology company connecting subprime and underserved consumers to essential mobile and financial services, today announced the formation of Redline Wireless Group, LLC (“Redline”), a Wyoming limited liability company established as a joint venture between the Company and one of the largest wireless master distribution organizations in the United States (the “Contributing Member”), which operates an executed dealer agreement footprint of more than 20,000 active independent prepaid wireless dealers. Redline has been formed to market, distribute, and support prepaid wireless services nationwide across this independent dealer footprint.

 

Redline will combine, in a single joint venture entity, the Company’s MVNO infrastructure, including the LinkUp Mobile consumer brand, billing and provisioning systems, customer service and technical support, general and administrative infrastructure, and the Company’s operations center, with access to the Contributing Member’s national independent dealer prepaid wireless distribution channel. “We are pairing our full MVNO infrastructure with one of the largest independent dealer distribution footprints in the country, more than 20,000 active dealers already selling prepaid wireless every day. Our team spent over a year with LinkUp Mobile integrating and developing the systems in a live environment to support this level of scale, with the intention of building one of the largest prepaid wireless companies in the nation. Both parties share the goal of reaching more than 1 million subscribers in the coming years. Even our most conservative internal models show Redline generating more revenue and profit by month 18 than any prior SurgePays subsidiary has achieved,” said Brian Cox, Chairman and Chief Executive Officer of SurgePays.

 

Redline is owned 51% by SurgePays, as controlling and managing member, and 49% by the Contributing Member (or an entity designated by the Contributing Member), as noncontrolling member. SurgePays intends to consolidate Redline as a majority-owned controlled subsidiary in accordance with Accounting Standards Codification 810, with the Contributing Member’s 49% economic interest reported as a noncontrolling interest.

 

About SurgePays, Inc.

 

SurgePays, Inc. (NASDAQ: SURG) is a wireless and fintech technology company connecting the approximately 138 million subprime and underserved consumers in the United States to essential mobile and financial services. The Company operates a proprietary point of sale platform installed in approximately 9,000 convenience stores nationwide, and owns and operates the LinkUp Mobile, Torch Wireless, HERO MVNE, and ProgramBenefits.com brands and platforms. By combining physical distribution with data driven technology, SurgePays is building a scalable platform designed to increase engagement and drive recurring revenue across multiple product categories. SurgePays is headquartered in Bartlett, Tennessee. For more information, please visit www.surgepays.com.

 

1

 

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (15 U.S.C. §78u-5). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions, including with respect to the formation and operations of Redline Wireless Group, LLC, the in kind nature of the Company’s contributions to Redline, the expectation that Redline will be cash flow positive from its first month of commercial operations, the future subscriber growth of Redline and the LinkUp Mobile brand, including the parties’ shared objective of exceeding 1 million subscribers, the parties’ internal financial projections for Redline, comparisons of Redline’s projected revenue and profitability to the historical results of prior SurgePays subsidiaries, the intended consolidation of Redline in the Company’s financial statements under Accounting Standards Codification 810. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in our filings with the Securities and Exchange Commission, including the risk factors contained in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to update these statements as a result of new information or future events, except as required by law.

 

Investor Relations Contact

 

SurgePays, Inc.

ir@surgepays.com

 

Company Contact

 

SurgePays, Inc.

3124 Brother Blvd., Suite 104

Bartlett, TN 38133

www.surgepays.com

 

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Source: View Original Filing on SEC EDGAR

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