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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): November 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
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
7.01. Regulation FD Disclosure.
On
November 3, 2026, SurgePays, Inc. (the “Company”) issued a press release announcing the Prepaid Wireless Purchase Commitment
described in Item 8.01 below. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference into this Item 7.01.
On
September 30, 2026, the Company entered into a Prepaid Wireless Purchase Commitment (the “Agreement”) with Zulie Venture
Inc., a Texas corporation that does business as “Etime system” and also operates the CellPay brand (“Etime system”).
Etime system operates a payments network serving more than 1,000 retail merchant locations nationwide.
Under
the Agreement, Etime system committed to purchase from the Company at least $4,000,000 in prepaid wireless airtime, top-up and refill
transactions each calendar month, totaling at least $48,000,000 over the initial term from October 1, 2026 through September 30, 2027.
Purchases are measured at the transaction purchase price, net of discounts, refunds and reversals. Etime system is required to make up
any monthly shortfall through additional prepaid wireless transactions completed by the end of the following calendar month, in addition
to that month’s minimum. The Agreement renews automatically for successive twelve-month terms at the same minimum purchase commitments
unless either party gives written notice of nonrenewal at least thirty days before the end of the then-current term. The parties’
existing written business agreements continue to govern their operational and commercial relationship.
Transactions
under the Agreement began in October 2026 and are processed through SurgePays POS, the Company’s retail sales and payments business.
The amounts described above represent prepaid wireless purchase volume. The net revenue and gross profit the Company recognizes from
that volume may be significantly lower than the volume amounts described in this Current Report on Form 8-K.
The
information contained in this Item 7.01, including Exhibit 99.1, is being furnished and 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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. The furnishing
of the information in this Item 7.01 is not an admission as to the materiality of such information.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of SurgePays, Inc. dated November 3, 2026* |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Furnished herewith.
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 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 amount and timing of prepaid wireless transactions expected under the Agreement and
its renewal. 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. There can be no assurance
that Etime system will meet its committed monthly or annual volume, that the Agreement will result in recurring volume, or that the Agreement
will renew. 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:
November 3, 2026 |
By: |
/s/
Kevin Brian Cox |
| |
Name: |
Kevin
Brian Cox |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
SurgePays
Signs Agreement with Etime system for $48 Million in Annual Prepaid Wireless Purchase Volume
Etime
system commits to at least $4 million a month in prepaid wireless purchase volume, with the initial rollout currently underway
BARTLETT,
Tenn., Nov. 3rd, 2026 (GLOBE NEWSWIRE) — SurgePays, Inc. (NASDAQ: SURG) (“SurgePays” or the “Company”),
a fintech company that launches and runs wireless brands, today announced a prepaid wireless agreement (the “Agreement”)
with Zulie Venture Inc. dba Etime system (“Etime system”), a payments network serving more than 1,000 retail locations nationwide.
Etime system has committed to buy at least $48 million in prepaid wireless airtime, top-up and refill transactions from SurgePays over
the initial term of the Agreement from October 1, 2026 through September 30, 2027, with a minimum of $4 million a month. These amounts
represent prepaid wireless purchase volume. The Agreement renews automatically each year at the same minimum commitment.
This
Agreement generates new volume for SurgePays POS and began operating in early October.
“Retail
payment networks run on reliability, and Etime system put a $4 million monthly minimum in writing because our platform delivers it,”
said Brian Cox, Chief Executive Officer of SurgePays. “The new volume from this agreement is already running, and every month adds
transactions to infrastructure we have already built. That is exactly how we intend to grow value for SurgePays.”
“Our
merchants need reliable access to prepaid wireless products and fast transaction processing,” said Parvez Jasani, Founder and CEO
of Zulie Venture Inc. “We are pleased to partner with SurgePays to support our merchants and their customers. This agreement reflects
our confidence in the partnership and our commitment to growing our prepaid wireless business.”
The
agreement strengthens SurgePays POS, the Company’s retail sales and payments business at neighborhood stores.
About
SurgePays, Inc.
SurgePays,
Inc. (NASDAQ: SURG) is a fintech company that launches and runs wireless brands. Through its GrowthLine platform, SurgePays provides
partners with carrier access, technology, payments, customer care, compliance and daily operations from platforms it developed and an
operations center and NOC it runs. The Company also owns LinkUp Mobile, its own prepaid wireless brand, and operates SurgePays POS, which
handles retail sales and payments for wireless companies at neighborhood stores. SurgePays brings affordable wireless service and prepaid
financial products to consumers through partners and neighborhood stores. For more information, please visit www.surgepays.com.
About
Zulie Venture Inc. dba Etime system
Zulie
Venture Inc., doing business as Etime system and also operating the CellPay brand, is a Stafford, Texas-based payments platform founded
in 2016, serving more than 1,000 retail merchant locations nationwide with prepaid wireless, bill payment, gift card and prepaid card
products. CellPay ranked No. 5 overall on the 2020 Inc. 5000 with 25,358% three-year revenue growth and has processed more than $1 billion
in lifetime transaction volume for nearly six million consumers. Learn more at cellpay.net.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the agreement between SurgePays and Etime system, the amount and timing of prepaid wireless transactions expected
under the agreement, its renewal and the future performance of the Company. These statements are based on current expectations and assumptions
that are subject to risks and uncertainties, and actual results could differ materially from those expressed or implied. There can be
no assurance that Etime system will meet its committed monthly or annual volume, result in recurring volume, or that the agreement will
renew. Prepaid wireless top-up volume represents the total value of transactions processed, and the net revenue and gross profit the
Company recognizes from that volume may be significantly lower than the volume amounts described in this release. Factors that could
cause actual results to differ materially include, among others, the Company’s dependence on carrier and payment relationships,
partner performance, regulatory developments affecting wireless and payment services, competition, and the risks and uncertainties described
in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K
and subsequent Quarterly Reports on Form 10-Q. SurgePays undertakes no obligation to update or revise any forward-looking statements,
except as required by law.
Investor
Relations Contact
SurgePays,
Inc.
ir@surgepays.com
