SurgePays raises $500K via convertible note financing

SurgePays, Inc. entered into a new secured note purchase agreement with an investor, under which it issued a $500,000 promissory note as of June 16, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

SurgePays, Inc. entered into a new secured note purchase agreement with an investor, under which it issued a $500,000 promissory note as of June 16, 2026. The note carries 14.5% annual interest, matures in 24 months, and requires quarterly repayments of $125,000 starting one year after issuance.

The note is convertible in five 20% tranches at increasing share prices of $2.00, $4.00, $6.00, $8.00, and $10.00. This financing is part of a broader Belleau Wood Capital–led series of notes, bringing total original principal under the series to $2,650,000. The note was issued as an unregistered security under Section 4(a)(2) of the Securities Act of 1933.

Insights

SurgePays adds high-yield, convertible debt as part of a larger note series.

SurgePays issued a new $500,000 secured promissory note at 14.5% annual interest, maturing 24 months after issue. Quarterly repayments of $125,000 begin on the 12‑month anniversary, creating a defined amortization schedule alongside conversion features at share prices from $2.00 to $10.00.

This note is part of a Belleau Wood Capital–led series totaling $2,650,000 in original principal as of June 16, 2026, all with substantially similar terms. The junior security interest over all assets, with Belleau Wood Capital as collateral agent, layers this debt beneath any senior secured obligations.

Because the note is convertible and was issued under Section 4(a)(2) without public offering, future outcomes depend on whether the investor elects cash repayment or share conversion at the specified price tiers. Additional funding under this series may further affect leverage and potential future equity issuance.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New note principal: $500,000 Interest rate: 14.5% per annum Maturity: 24 months +3 more

6 metrics

New note principal $500,000 Original principal amount of secured promissory note issued June 16, 2026

Interest rate 14.5% per annum Annual interest on the secured promissory note

Maturity 24 months Time from issue date until note matures

Quarterly repayment $125,000 25% of original principal due each quarter starting 12-month anniversary

Aggregate series principal $2,650,000 Total original principal for all notes in Belleau Wood-led series after this issuance

Conversion prices $2, $4, $6, $8, $10 per share Tiered conversion prices for five 20% portions of the note

Key Terms

secured note purchase agreement, junior security interest, secured promissory note, collateral agent, +1 more

5 terms

secured note purchase agreement financial

"entered into a secured note purchase agreement with an investor (the “NPA”)"

junior security interest financial

"The NPA grants the investor a junior security interest in all assets of the Company"

secured promissory note financial

"purchased, a promissory note in the original principal amount of $500,000 (the “Note”)"

A secured promissory note is a written promise to repay borrowed money that is backed by specific assets pledged as collateral; if the borrower fails to pay, the lender can seize those assets to recover losses. Investors care because the collateral reduces the lender’s risk and can make the loan safer and more likely to be repaid, similar to a pawnshop loan where an item lowers the lender’s exposure if the borrower defaults.

collateral agent financial

"appoints Belleau Wood Capital LP (“Belleau Wood Capital”) as the collateral agent"

A collateral agent is a neutral third party that holds and manages the assets pledged to secure a loan on behalf of a group of lenders, acting like the keyholder to a shared safe. If the borrower falls behind, the collateral agent enforces the lenders’ rights and coordinates who gets what, which affects how quickly and how much lenders can recover. Investors care because the agent’s role shapes recovery prospects, enforcement speed and the clarity of lenders’ claims.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"The Note was sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

FAQ

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

What financing did SurgePays (SURG) enter into on June 16, 2026?

SurgePays issued a $500,000 secured promissory note to an investor under a note purchase agreement. The note bears 14.5% annual interest, matures in 24 months, and includes both scheduled quarterly repayments and multi-tier equity conversion features tied to specified share prices.

What are the key terms of SurgePays (SURG) new $500,000 note?

The note accrues 14.5% interest annually, matures 24 months after issuance, and requires quarterly repayments of $125,000 starting on the 12‑month anniversary. It is secured by a junior security interest in all company assets, with Belleau Wood Capital acting as collateral agent.

How is the SurgePays (SURG) note convertible into common stock?

The $500,000 note is split into five 20% portions, each convertible at rising prices. Conversion prices are $2.00, $4.00, $6.00, $8.00, and $10.00 per share for successive 20% tranches, giving the investor structured options to convert debt into equity across different price levels.

How much total funding has SurgePays (SURG) obtained in this note series?

Including the June 16, 2026 issuance, SurgePays reports aggregate original principal of $2,650,000 under a series of note financings led by Belleau Wood Capital. Each note purchase agreement and promissory note in the series is described as being in substantially the same form as the latest tranche.

Under what securities law exemption was the SurgePays (SURG) note issued?

The company states the note was sold in reliance on Section 4(a)(2) of the Securities Act of 1933. This exemption applies because there was no general solicitation and the issuance did not involve a public offering, making the security an unregistered private placement transaction.

What kind of security interest does the new SurgePays (SURG) note have?

The note gives the investor a junior security interest in all assets of SurgePays. Belleau Wood Capital LP is appointed as collateral agent for this security interest, meaning its claim ranks behind any senior secured creditors but ahead of unsecured obligations in a collateral enforcement scenario.

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

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Accepted by SEC EDGAR 06/22/2026 - 05:30 PM EDT

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 1.01. Entry into a Material Definitive Agreement.

Effective as of June 16, 2026, SurgePays, Inc. (the “Company”) entered into a secured note purchase agreement with an investor (the “NPA”), pursuant to which the Company sold, and the investor purchased, a promissory note in the original principal amount of $500,000 (the “Note”).

The NPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The NPA grants the investor a junior security interest in all assets of the Company and appoints Belleau Wood Capital LP (“Belleau Wood Capital”) as the collateral agent with respect to the security interest. The Note matures 24 months following the issue date, accrues interest at 14.5% per annum, and quarterly repayments in an amount equal to 25% of the original Note principal ($125,000) must be made each quarter beginning on the 12-month anniversary of the Note. The Note is convertible as follows: (i) at $2.00 per share with respect to the first 20% due under the Note, (ii) at $4.00 per share with respect to the second 20% due under the Note, (iii) at $6.00 per share with respect to the third 20% due under the Note, (iv) at $8.00 per share with respect to the fourth 20% due under the Note, and (v) at $10.00 per share with respect to the final 20% due under the Note.

The NPA and Note constitute the most recent tranche of funding under a series of note financings led by Belleau Wood Capital beginning on or about January 12, 2026, with the form of each note purchase agreement and note in the series in substantially the same form as the NPA and Note. Aggregate funding received by the Company under the series (and the aggregate original principal amount for all notes in the series) following the issuance of the Note on June 16, 2026, is $2,650,000. The Company may receive additional funding under this series in the future.

The foregoing descriptions of the NPA and Note do not purport to be complete and are qualified in their entirety by reference to the form of the NPA and Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Note was sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the issuance of the note did not involve a public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Form of Secured Note Purchase Agreement *

10.2		Form of Secured Promissory Note *

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

* Filed herewith.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

SurgePays raises $500K via convertible note financing

Rhea-AI Filing Summary