STOCK TITAN

SurgePays replaces auditor after going-concern note

SurgePays, Inc. (SURG) reports a change in its independent auditor.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

SurgePays, Inc. (SURG) reports a change in its independent auditor. On September 16, 2026, the company dismissed TAAD LLP as its independent registered public accounting firm, with the Audit Committee approving the decision. TAAD LLP’s report on the December 31, 2025 financial statements included an explanatory paragraph stating there was substantial doubt about SurgePays’ ability to continue as a going concern, but otherwise contained no adverse opinion or qualifications. SurgePays states there were no disagreements with TAAD LLP and no reportable events under Regulation S-K Item 304(a)(1)(v) through the dismissal date. On September 11, 2026, the company engaged Sadler, Gibb & Associates, LLC as its new independent registered public accounting firm and indicates it had not previously consulted this firm on accounting matters or audit opinions.

Positive

  • None.

Negative

  • The former auditor’s report on the December 31, 2025 financial statements included an explanatory paragraph citing substantial doubt about SurgePays’ ability to continue as a going concern.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Former auditor dismissal date September 16, 2026 Date SurgePays dismissed TAAD LLP as independent registered public accounting firm
New auditor engagement date September 11, 2026 Date SurgePays engaged Sadler, Gibb & Associates, LLC as new auditor
Fiscal year of going concern paragraph Year ended December 31, 2025 TAAD LLP report included an explanatory going concern paragraph for this fiscal year
Most recent prior fiscal year referenced Year ended December 31, 2024 Former auditor did not render a report on the 2024 financial statements
independent registered public accounting firm financial
"dismissal as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"noted that there was substantial doubt as to the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
reportable events regulatory
"were no reportable events of the kind referenced in Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What accounting firm did SurgePays, Inc. (SURG) dismiss and when?

SurgePays dismissed TAAD LLP as its independent registered public accounting firm on September 16, 2026. The company states the Audit Committee approved this dismissal and that there were no disagreements or reportable events through that date.

Why is the prior TAAD LLP audit report significant for SURG investors?

TAAD LLP’s report on SurgePays’ December 31, 2025 financial statements included an explanatory paragraph noting substantial doubt about the company’s ability to continue as a going concern, highlighting financial and liquidity risk disclosed for that period.

Did SurgePays, Inc. (SURG) report any disagreements with TAAD LLP?

SurgePays states that during the fiscal year ending December 31, 2025 and through September 16, 2026, it had no disagreements with TAAD LLP on accounting principles, financial statement disclosure, or auditing scope or procedure and reported no reportable events.

Who is the new independent auditor for SurgePays, Inc. (SURG) and when were they engaged?

On September 11, 2026, SurgePays engaged Sadler, Gibb & Associates, LLC as its new independent registered public accounting firm. The company indicates it had not consulted this firm on accounting principles or audit opinions during its two most recent fiscal years.

Did SurgePays consult the new accounting firm before its engagement?

SurgePays reports that during its two most recent fiscal years and through September 11, 2026, it did not consult Sadler, Gibb & Associates, LLC on the application of accounting principles, potential audit opinions, or any matters involving disagreements or reportable events.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false 0001392694 0001392694 2026-09-11 2026-09-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

 

 

Filing Exhibits & Attachments

3 documents

Keep reading