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0001392694
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2026-09-11
2026-09-11
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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 11, 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
4.01. Changes in Registrant’s Certifying Accountant.
Previous
Independent Accounting Firm
(i)
On September 16, 2026, SurgePays, Inc. (the “Company”) notified TAAD LLP (the “Former Accounting Firm”)
of its dismissal as the Company’s independent registered public accounting firm.
(ii)
The reports of the Former Accounting Firm on the Company’s financial statements as of and for the year ended December 31, 2025
(the Former Accounting Firm did not render a report on the Company’s financial statements as of and for the year ended December
31, 2024), contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles except as set forth in subparagraph (iii) below.
(iii)
The report of the Former Accounting Firm on the Company’s financial statements as of and for the year ended December 31, 2025,
contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going
concern.
(iv)
The Company’s Audit Committee approved the dismissal of the Former Accounting Firm.
(v)
During the fiscal year ending December 31, 2025, and during the interim period through September 16, 2026, there (i) have been no disagreements
with the Former Accounting Firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of the Former Accounting Firm, would have caused the Former Accounting
Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years, and (ii)
were no reportable events of the kind referenced in Item 304(a)(1)(v) of Regulation S-K.
(vi)
The Company provided the Former Accounting Firm a copy of this Current Report on Form 8-K prior to filing and requested that the
Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the
disclosures the Company is making in response to Item 304(a) of Reg. S-K, and, if not, stating the respects in which it does not agree.
A copy of the letter from the Former Accounting Firm will be filed by amendment to this Current Report once received.
New
Independent Accounting Firm
On
September 11, 2026, the Company engaged Sadler, Gibb & Associates, LLC (the “New Accounting Firm”) as its independent
registered public accounting firm. The Company has not consulted with the New Accounting Firm during our two most recent fiscal years
or during the subsequent interim period through September 11, 2026, regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements, and
neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor
considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) any matter
that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable
event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
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:
September 16, 2026 |
By: |
/s/
Kevin Brian Cox |
| |
Name:
|
Kevin
Brian Cox |
| |
Title: |
Chief
Executive Officer |