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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): 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 |
