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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): May 15, 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
2.02. Results of Operations and Financial Condition.
On
May 15, 2026, SurgePays, Inc. (the “Company”) issued a press release announcing its financial results for the
quarter ended March 31, 2026, and the Company held a conference call to discuss the financial results. A copy of the press release is
furnished as Exhibit 99.1 to this report, and a transcript of the conference call is furnished as Exhibit 99.2 to the report.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and
99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference
into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
| 99.1 |
|
Press Release, dated May 15, 2026, issued by SurgePays, Inc. |
| 99.2 |
|
Transcript of Conference Call held on May 15, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
May 20, 2026 |
By: |
/s/
Kevin Brian Cox |
| |
Name:
|
Kevin
Brian Cox |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

SurgePays
Reports First Quarter 2026 Revenue of Approximately $16 Million, Up 51% Year-Over-Year Driven by Point of Sale and Prepaid Services Growth
of 71%
May
15, 2026 09:00 ET | Source: SurgePays, Inc.
Cost
discipline initiated in 2025 drove G&A expenses down approximately 25%
Revenue
growth was led by point of sale and prepaid services
Total
wireless subscriber lines surpassed 200,000 across LinkUp Mobile and Torch Wireless
BARTLETT,
Tenn., May 15, 2026 (GLOBE NEWSWIRE) — SurgePays, Inc. (NASDAQ: SURG), a fintech and mobile virtual network operator serving the
approximately 138 million subprime consumers in the United States, today reported its financial results for the quarter ended March 31,
2026.
“The
first quarter of 2026 is the quarter where the diversification work of the last twelve months becomes visible in the numbers,”
said Brian Cox, Chief Executive Officer of SurgePays. “Revenue grew approximately 51% year-over-year, driven by an approximately
71% increase in point of sale and prepaid services. Additionally, the cost discipline we set in motion in 2025 reached our G&A line,
which declined approximately 25% year-over-year.”
First
Quarter and Subsequent Operational Highlights
Wireless
Subscriber Growth
| |
● |
Total
wireless subscriber lines surpassed 200,000 across the Company’s LinkUp Mobile and Torch Wireless brands, reflecting continued
momentum in the prepaid wireless business. |
| |
|
|
| |
● |
Initiated
a buy one get one promotional campaign to drive subscriber growth and increase market penetration. |
Customer
Acquisition Engine
| |
● |
Reduced
cost per lead in the Company’s subscriber acquisition channel by approximately 28%, with cost-per-enrollment down approximately
48% and lead-to-enrollment conversion up approximately 39%, following the transition of subscriber acquisition to an in-house growth
marketing team. |
| |
|
|
| |
● |
Continued
to scale ProgramBenefits.com as a unified intake and decisioning platform and as a monetization layer for the subscriber base, with
internal upsell, top-up cross-sell, affiliate offers, and data partnership initiatives now contributing revenue that partially offsets
acquisition cost. |
Wholesale
Distribution Expansion
| |
● |
Closed
six new wholesale distribution partners during the period, consisting of three Master Agent agreements covering an aggregate of more
than 3,000 retail locations under contract and three independent sales organization agreements, with onboarding underway and initial
volume contribution expected during the second quarter of 2026. |
| |
|
|
| |
● |
The
independent sales organization additions are expected to lift monthly prepaid top-up volume on the Company’s distribution platform
by approximately 30% once fully integrated, with the Master Agent locations contributing incremental LinkUp Mobile activation volume
as stores come online. |
Retail
Infrastructure Monetization
| |
● |
Launched
a fully integrated stored value and loyalty platform, enabling merchants to offer branded gift cards, store credit, and loyalty programs
through the SurgePays point of sale system. |
| |
|
|
| |
● |
Deployed
the Company’s Managed Marketing Services platform, enabling third party brand messaging through the SurgePays point of sale
network and introducing an additional monetization layer. |
Strategic
Partnerships and Platform
| |
● |
Continued
to advance the previously announced strategic relationship with Alpha Modus Holdings, Inc. (NASDAQ: AMOD), originally entered into
under a Letter of Intent, via ongoing negotiations throughout the quarter toward a definitive multiyear commercial integration framework. |
| |
|
|
| |
● |
Executed
signed wholesale contracts with multiple MVNO and MVNE customers on the HERO Wireless platform, with counterparties at various stages
of technical integration through API connectivity and one customer having taken delivery of custom SIM cards in advance of launch.
The Company expects initial customer rollouts on the HERO platform during the second quarter of 2026, with wholesale wireless revenue
contribution anticipated to be reflected in third quarter 2026 results. |
| |
|
|
| |
● |
Advanced
a real time AI decisioning platform built on ProgramBenefits.com and the Company’s nationwide retail network, designed to expand
each customer interaction into a multi-product revenue opportunity across wireless, financial services, and other essential offerings. |
First
Quarter 2026 Financial Highlights
| |
● |
Revenue
of approximately $16.0 million, up 51% year-over-year from approximately $10.6 million in the prior year period, driven primarily
by an approximately 71% increase in point of sale and prepaid services. |
| |
|
|
| |
● |
General
and administrative expenses declined approximately 25% to approximately $3.5 million, compared to approximately $4.6 million in the
prior year period, reflecting the cost discipline initiated in 2025. |
| |
|
|
| |
● |
Net
cash used in operating activities improved to approximately $4.6 million, compared to approximately $7.0 million in the prior year
period. |
| |
|
|
| |
● |
Loss
from operations totaled approximately $11.2 million, compared to approximately $7.6 million in the prior year period, primarily reflecting
increased interest expense and non-cash items. |
| |
|
|
| |
● |
Net
loss available to common stockholders totaled approximately $12.1 million, compared to approximately $7.6 million in the prior year
period. |
| |
|
|
| |
● |
Cash
and cash equivalents were approximately $2.0 million at March 31, 2026. Total cash, cash equivalents and restricted cash were approximately
$2.4 million at quarter end. |
Subsequent
Events
On
May 1, 2026, subsequent to quarter end, the Company entered into a multiyear Commercial Integration and Distribution Agreement with Alpha
Modus Holdings, Inc. (NASDAQ: AMOD). On May 12, 2026, the Company and Alpha Modus announced the launch of a 25,000 Activation Pilot to
integrate the Alpha Cash mobile wallet across the SurgePays distribution surface, as previously announced.
“Today,
SurgePays operates with multiple revenue channels. Total wireless subscriber lines across LinkUp Mobile and Torch Wireless surpassed
200,000, alongside our wholesale wireless platform relationships and our point-of-sale fintech and data platforms,” Mr. Cox
continued. “With an established retail footprint of more than 9,000 locations, a customer acquisition engine through ProgramBenefits.com,
additional monetization initiatives such as our Managed Marketing Services platform and our newly launched stored value and loyalty platform,
and the multiyear Commercial Integration and Distribution Agreement we entered into with Alpha Modus subsequent to quarter end, we are
positioned to monetize each consumer relationship across multiple revenue streams rather than just one. That is the compounding model,
and Q1 is the first quarter where you can see it forming.”
First Quarter 2026 Financial Results Conference Call
Date: Friday, May 15, 2026
Time: 11:00 a.m. Eastern Time
Dial in: 1 888 506 0062
Access code: 276693
Webcast:
ir.surgepays.com/company events
A
replay will be available on the SurgePays investor relations website following the call.
About
SurgePays, Inc.
SurgePays,
Inc. (NASDAQ: SURG) is a fintech and mobile virtual network operator (MVNO) that delivers prepaid wireless and financial products to
the approximately 138 million subprime consumers in the United States. Through its proprietary point-of-sale platform deployed across
approximately 9,000 convenience stores and a growing Retail Media Network, SurgePays enables retailers to offer wireless activations,
top-ups, and consumer financial services. The Company’s subsidiaries include LinkUp Mobile, Torch Wireless, the HERO mobile virtual
network enabler (MVNE) platform, and the ProgramBenefits.com platform, which is being built to incorporate AI-driven decisioning across
the financial and benefit products it offers. SurgePays is headquartered in Bartlett, TN. Learn more at www.surgepays.com and ir.surgepays.com.
Cautionary
Note Regarding Forward Looking Statements
This
press release includes express or implied statements that are not historical facts and are considered forward looking within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks
and uncertainties and generally relate to future events or the Company’s future financial or operating performance. These statements
may include projections, guidance, or other estimates regarding revenue, cash flow, business growth, market expansion, or customer acquisition,
and statements regarding subscriber growth, distribution expansion, and operating scale. In some cases, you can identify forward looking
statements by words such as may, will, could, would, should, expect, intend, plan, anticipate, believe, estimate, predict, project, potential,
continue, or similar terminology. Although the Company believes the expectations reflected in these forward-looking statements are reasonable,
they involve known and unknown risks and uncertainties that may cause actual results to differ materially from those described in the
forward-looking statements. These risks include, but are not limited to, the Company’s ability to scale its prepaid wireless business,
maintain retail distribution relationships, expand its merchant platform, and achieve anticipated subscriber growth. Additional information
regarding these and other risks can be found in the Company’s filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The forward-looking statements in this press release speak only as of
the date they are made, and the Company undertakes no obligation to update them except as required by law.
Investor Relations Contact
Valter Pinto, Managing Director
KCSA Strategic Communications
SurgePays@KCSA.com | 212.896.1254
SurgePays,
Inc. and Subsidiaries, Consolidated Balance Sheets
| (In US$) | |
March 31, 2026 | | |
December 31, 2025 | |
| Assets | |
| | |
| |
| Current Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 1,991,166 | | |
$ | 1,731,400 | |
| Restricted cash, accounts receivable factoring facility | |
| 424,995 | | |
| 281,811 | |
| Accounts receivable, net | |
| 5,041,837 | | |
| 4,045,162 | |
| Inventory | |
| 339,570 | | |
| 339,570 | |
| Prepaids and other | |
| 410,742 | | |
| 581,823 | |
| Total Current Assets | |
| 8,208,310 | | |
| 6,979,766 | |
| Property and equipment, net | |
| 376,678 | | |
| 403,517 | |
| Other Assets | |
| | | |
| | |
| Intangibles, net | |
| 655,776 | | |
| 819,153 | |
| Operating lease right of use asset, net | |
| 260,694 | | |
| 313,410 | |
| Total Other Assets | |
| 916,470 | | |
| 1,132,563 | |
| Total Assets | |
$ | 9,501,458 | | |
$ | 8,515,846 | |
| Liabilities and Stockholders’ Deficit | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 17,514,013 | | |
$ | 10,219,011 | |
| Accounts payable and accrued expenses, related party | |
| 159,135 | | |
| 117,546 | |
| Operating lease liability | |
| 226,225 | | |
| 219,997 | |
| Notes payable | |
| 2,483,335 | | |
| 1,834,008 | |
| Note payable, related party | |
| 1,730,796 | | |
| 2,730,796 | |
| Convertible notes payable, net | |
| 3,667,956 | | |
| 3,068,878 | |
| Derivative liabilities | |
| 184,983 | | |
| — | |
| Total Current Liabilities | |
| 25,966,443 | | |
| 18,190,236 | |
| Long Term Liabilities | |
| | | |
| | |
| Notes payable, SBA government | |
| 455,919 | | |
| 458,334 | |
| Operating lease liability | |
| 40,093 | | |
| 99,235 | |
| Convertible notes payable, net | |
| 6,906,971 | | |
| 5,170,860 | |
| Total Long Term Liabilities | |
| 7,402,983 | | |
| 5,728,429 | |
| Total Liabilities | |
| 33,369,426 | | |
| 23,918,665 | |
| Stockholders’ Deficit | |
| | | |
| | |
| Common stock, $0.001 par value | |
| 24,890 | | |
| 21,852 | |
| Additional paid in capital | |
| 86,829,583 | | |
| 83,246,736 | |
| Treasury stock at cost | |
| (1,631,966 | ) | |
| (1,631,966 | ) |
| Accumulated deficit | |
| (109,035,180 | ) | |
| (96,984,297 | ) |
| Stockholders’ equity (deficit) | |
| (23,812,673 | ) | |
| (15,347,675 | ) |
| Non controlling interest | |
| (55,295 | ) | |
| (55,144 | ) |
| Total Stockholders’ Deficit | |
| (23,867,968 | ) | |
| (15,402,819 | ) |
| Total Liabilities and Stockholders’ Deficit | |
$ | 9,501,458 | | |
$ | 8,515,846 | |
SurgePays, Inc. and Subsidiaries, Consolidated Statements of Operations (Unaudited)
| (In US$) | |
Three Months Ended March 31, 2026 | | |
Three Months Ended March 31, 2025 | |
| Revenues | |
$ | 15,983,983 | | |
$ | 10,577,429 | |
| Costs and expenses | |
| | | |
| | |
| Cost of revenues | |
| 23,681,432 | | |
| 13,519,775 | |
| General and administrative expenses | |
| 3,501,918 | | |
| 4,637,556 | |
| Total costs and expenses | |
| 27,183,350 | | |
| 18,157,331 | |
| Loss from operations | |
| (11,199,367 | ) | |
| (7,579,902 | ) |
| Other income (expense) | |
| | | |
| | |
| Interest expense (including amortization of debt discount) | |
| (881,908 | ) | |
| (119,434 | ) |
| Other income | |
| — | | |
| 7,140 | |
| Interest income | |
| — | | |
| 56,903 | |
| Change in fair value of derivative liabilities | |
| 30,241 | | |
| — | |
| Total other income (expense), net | |
| (851,667 | ) | |
| (55,391 | ) |
| Net loss before provision for income taxes | |
| (12,051,034 | ) | |
| (7,635,293 | ) |
| Provision for income tax benefit (expense) | |
| — | | |
| — | |
| Net loss including non controlling interest | |
| (12,051,034 | ) | |
| (7,635,293 | ) |
| Non controlling interest | |
| (151 | ) | |
| (209 | ) |
| Net loss available to common stockholders | |
$ | (12,050,883 | ) | |
$ | (7,635,084 | ) |
| Loss per share, basic and diluted | |
$ | (0.51 | ) | |
$ | (0.38 | ) |
| Weighted average shares outstanding, basic and diluted | |
| 23,703,775 | | |
| 20,068,929 | |
SurgePays,
Inc. and Subsidiaries, Consolidated Statements of Cash Flows (Unaudited)
| (In US$) | |
Three Months Ended March 31, 2026 | | |
Three Months Ended March 31, 2025 | |
| Net cash used in operating activities | |
$ | (4,550,799 | ) | |
$ | (6,963,484 | ) |
| Net cash used in investing activities | |
| — | | |
| (18,590 | ) |
| Net cash provided by (used in) financing activities | |
| 4,953,749 | | |
| (410,545 | ) |
| Net increase (decrease) in cash, cash equivalents and restricted cash | |
| 402,950 | | |
| (7,392,619 | ) |
| Cash, cash equivalents and restricted cash, beginning of period | |
| 2,013,211 | | |
| 12,790,389 | |
| Cash, cash equivalents and restricted cash, end of period | |
$ | 2,416,161 | | |
$ | 5,397,770 | |
| Cash and cash equivalents | |
$ | 1,991,166 | | |
$ | 1,731,400 | |
| Restricted cash, accounts receivable factoring facility | |
| 424,995 | | |
| 281,811 | |
| Cash paid for interest | |
$ | 38,472 | | |
$ | 908,760 | |
Exhibit
99.2
SurgePays,
Inc. (SURG) Q1 2026 Earnings Call May 15, 2026 11:00 AM EDT
Company
Participants
Kevin
Cox - CEO & Director
Chelsea
Pullano - Interim Chief Financial Officer
Conference
Call Participants
Valter
Pinto - Kanan, Corbin, Schupak & Aronow, Inc.
Edward
Woo - Ascendiant Capital Markets LLC, Research Division
Presentation
Operator
Good
morning, welcome to the SurgePays Incorporated’s first quarter 2026 financial results conference call. At this time, all participants
are on a listen-only mode, and a question and answer session will follow management’s prepared remarks. Please note, this event
is being recorded. I would now like to turn the conference over to Valter Pinto with KCSA Strategic Communications. Valter, please go
ahead.
Valter
Pinto
Managing
Director, KCSA Strategic Communications
Thank
you, operator. Good morning, everyone. Welcome to the SurgePays first quarter 2026 financial results conference call. Joining me on the
call today are Brian Cox, Chief Executive Officer, and Chelsea Pullano, Interim Chief Financial Officer. Before we begin, I’d like
to remind everyone that statements made on this call that are not historical facts may be forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied. Additional information about these risks is included in the company’s filings
with the Securities and Exchange Commission, including its annual report on Form 10-K and subsequent quarterly reports on Form 10-Q.
The company undertakes no obligation to update these statements except as required by law.
With
that, I’d like to now turn the call over to Brian Cox. Brian, please go ahead.
Brian
Cox
CEO,
SurgePays
Thank
you, Valter, good morning, everyone. Thank you for joining us today. The first quarter of 2026 is the quarter where diversification work
of the last 12 months becomes visible in the numbers. Revenue grew approximately 51% year-over-year to $16 million, driven by an approximately
71% increase in point-of-sale and prepaid services. At the same time, the cost discipline we set in motion in 2025 reached our general
and administrative expense line, which declined approximately 25% year-over-year. Today, SurgePays operates with multiple revenue channels
working in parallel. Total wireless subscriber lines across our LinkUp Mobile and Torch Wireless brands surpassed 200,000 subscribers
during the quarter. Our point-of-sale platform continues to scale across a retail footprint of more than 9,000 convenience store locations
nationwide.
We
have added new monetization channels on top of that footprint, including a stored value and loyalty program and a managed marketing services
platform for the in-store media network we launched during the quarter. We have rebuilt the top of our acquisition funnel through ProgramBenefits.com,
which is now serving as both a unified intake and decisioning platform and a monetization layer for the subscribers it brings in. The
way to think about this business is straightforward. Every consumer SurgePays acquires can now be paired with additional financial and
benefit products distributed through the same platform. That is the compounding model we designed. Q1 is the first quarter where you
can see it forming in the financials, and we’re going to walk you through each one of the operating pieces that drove that.
There
are five operating themes that define the first quarter and that frame how we expect the rest of the year to unfold. First, wireless
subscriber growth. Total wireless subscriber lines across our LinkUp Mobile and Torch Wireless brands surpassed 200,000 during this quarter.
That’s a milestone the team has worked toward for several quarters, and it reflects the operational work we have done to scale
the prepaid wireless business in-house. To press that momentum further, we initiated a buy one, get one promotional campaign in our prepaid
wireless business designed to drive subscriber growth and increase market penetration across our retail and digital channels. Second,
the customer acquisition engine. This is one of the most important shifts inside the company, and I want to spend a minute on it. During
the first quarter, we transitioned subscriber acquisition to our in-house growth marketing team.
For
the past five years, this has been outsourced to third-party ad agencies. Since that transition, we have reduced cost per lead by approximately
28%, cost per enrollment is down approximately 48%, and our lead -to-enrollment conversion rate is up approximately 39%. We are paying
less to acquire each new customer. Fewer of those leads fall out of the funnel, and the customers we bring on cost materially less than
they did one quarter ago. Our marketing team is winning. That is a structural improvement in unit economics that’s impactful now,
but even more so as we ramp up our sales push. On top of that engine, we have continued to scale ProgramBenefits.com as both a unified
intake and decisioning platform and as a monetization layer for the subscriber base.
Internal
upsells, top-up cross-sell, affiliate offers, and data partnership initiatives are now generating revenue against those subscribers.
This partially offsets the acquisition costs. In other words, the funnel is starting to pay for itself, and our end-of-year goal is to
continue improving this funnel, so we effectively eliminate our cost to acquire customers entirely. Third, wholesale distribution expansion.
During the period, we closed six new wholesale distribution partners, including three master agent agreements covering an aggregate of
more than 3,000 retail locations under contract and three other independent sales organization agreements. Onboarding is underway, with
initial volume contribution expected during the second quarter of 2026. The independent sales organization additions alone are expected
to lift monthly prepaid top of volume on our distribution platform by approximately 30% once fully integrated. We have spent years building
this retail infrastructure. Once the infrastructure has been built, it’s simple math.
With
retail channel side execution and more locations offering LinkUp, incremental sales volume increases continually and in proportion. Fourth,
retail infrastructure monetization. We launched a fully integrated stored value and loyalty program enabling merchants to offer branded
gift cards, store credit, and loyalty programs through the SurgePays point-of-sale system. We also deployed our managed marketing services
platform, which converts standard smart TVs mounted in the store into a media network we control for both our products and third-party
ads. Both of these are revenue streams that did not exist a year ago and are now being layered onto our same retail footprint. Fifth,
strategic partnerships and platform. We continued to advance our previously announced strategic relationship with Alpha Modus Holdings.
As
we disclosed in the press release, that framework was executed subsequent to the quarter end on May 1st, and the joint pilot launch was
announced on May 12th. Also during the period, we executed signed wholesale contracts with multiple MVNO and MVNE customers on our HERO
Wireless platform. Counterparties are at various stages of technical integration through API connectivity, and one customer has already
taken delivery of custom SIM cards in advance of their launch. We expect initial customer rollouts on the HERO platform during the second
quarter of 2026, with wholesale wireless revenue contribution anticipated to be reflected in the third quarter 2026 results. Finally,
we advanced a real-time AI decisioning platform built on ProgramBenefits.com and our nationwide retail network designed to expand each
customer interaction into a multi-product revenue opportunity across wireless, financial services, and other essential offerings.
This
is the connective tissue between the acquisition engine, the retail platform, and the wholesale relationships I just described. With
that as the operating backdrop, let me turn the call over to Chelsea Pullano, our Interim Chief Financial Officer, to walk through the
first quarter financial results in more detail. Chelsea.
Chelsea
Pullano
Interim
CFO, SurgePays
Thank
you, Brian, and good morning, everyone. Turning to our first quarter 2026 financial results. Revenue for the three months ended March
31st, 2026 was $16 million compared to $10.6 million in the prior year period, an increase of approximately 51% year-over-year. The growth
was driven primarily by an approximately 71% increase in our point-of-sale and prepaid services. General and administrative expenses
were approximately $3.5 million in the first quarter compared to approximately $4.6 million in the prior year period, a decrease of approximately
25%. This decline reflects the cost discipline we initiated in 2025 and which is now visible in the reported results. Loss from operations
was approximately $11.2 million in the first quarter compared to approximately $7.6 million in the prior year period.
This
change primarily reflects the mix of revenue growth against the current cost of revenue, along with increased interest expense and non-cash
items. Interest expense, including amortization of debt discount, was approximately $0.9 million in the first quarter compared to approximately
$0.1 million in the prior year period, reflecting the financing activity executed across the second half of 2025 and into 2026. Net loss
available to common stockholders for the first quarter was approximately $12.1 million or $0.51 per basic and diluted share, compared
to approximately $7.6 million or $0.38 per share in the prior year period. Turning to cash flow. Net cash used in operating activities
improved to approximately $4.6 million in the first quarter compared to approximately $7.0 million in the prior year period.
Net
cash provided by financing activities was approximately $5 million. Net change in cash equivalents and restricted cash was a + $0.4 million
for the quarter. On the balance sheet, cash and cash equivalents were approximately $2 million at March 31st, 2026, and total cash equivalents
and restricted cash were approximately $2.4 million at quarter end. With that, I will turn the call back over to Brian for closing remarks.
Brian
Cox
CEO,
SurgePays
Thank
you, Chelsea. Let me close with how I am thinking about the rest of the year. We expect continued revenue growth driven by our point
of sale and prepaid services, supported by the buy one get one wireless campaign and the wholesale distribution channel I described earlier.
The six new distribution partners we signed during the quarter, the three major, excuse me, master agents and three independent sales
organizations are onboarding now, with initial volume contribution expected in the second quarter and ramping through the back half of
the year as the master agent locations come online. We expect ongoing benefit on the general and administrative line from cost discipline
framework that we put in place in 2025, with G&A continuing to scale at a slower rate than revenue. We expect the customer acquisition
engine to keep compounding.
The
approximately 28% cost per lead reduction, approximately 48% cost per enrollment induction, and approximately 39% conversion lift we
delivered in the first quarter were not a one-time campaign. Those metrics reflect a permanent operational change in how we acquire and
convert customers. As ProgramBenefits.com matures as both an intake platform and a monetization layer, we expect that engine to keep
paying down its own acquisition costs. We expect our new monetization layers, including the stored value and loyalty platform and the
managed marketing services platform, to contribute incremental revenue streams as they mature through the balance of the year. On the
wholesale side, the HERO Wireless customer rollouts we have under contract are expected to begin during the second quarter, with wholesale
wireless revenue contribution anticipated to be reflected in third quarter 2026 results.
The
Alpha Modus joint pilot is underway with integration for full market launch. SurgePays today is no longer a single product story. We
are a fintech and mobile virtual network operator with multiple revenue channels, more than 200,000 wireless subscriber lines, a retail
footprint of more than 9,000 convenience store locations, a customer acquisition engine that we own and operate in-house, signed wholesale
wireless contracts on the HERO program, and a multi-year commercial integration framework with Alpha Modus. Every consumer we acquire
is now a multi-product opportunity rather than a single product transaction. That is the model we have built. Q1 2026 is the first quarter
where you can see it taking shape, and the operating work we did during the quarter is what makes the rest of the year actionable. Operator,
we are now ready to open the call for questions.
Operator
Thank
you. Ladies and gentlemen, we will now begin the question and answer session. To ask a question, please press star then one on your telephone
keypad. If you would like to withdraw your question, please press star then two. We will pause momentarily to assemble our roster. Thank
you. Our first question is coming from Ed Woo with Ascendiant Capital. Ed, your line is live.
Ed
Woo
Analyst,
Ascendiant Capital
Yeah.
Congratulations on the progress and for taking my question. Congratulations on getting to the 200,000 subscribers. What do you think
the long-term subscriber target is? You know, what is the market potential, and how happy would you be to reach a certain level?
Brian
Cox
CEO,
SurgePays
Hey,
thanks for the question, Ed. That’s a loaded question because unfortunately, with the psychotic entrepreneurial mindset that most
of the folks on our team have since we did come from this industry before the public company world, you know, the number is always more.
That is one thing. As far as, you know, being happy and content are two different things. I think we’ll be happy once we’ve
surpassed the 1 million subscriber mark. I think that’s just a subscriber mark that sets us apart and puts us in a special class
that we’ve been shooting for. We’ve worked with companies in that in that arena. As you know, we have the third-party top-up
platform.
We’re
familiar with those companies, familiar with the management of those companies, and believe that we are as good as those companies and
can pull that off, especially considering that, you know, we’re not just looking for subscribers under one prepaid brand or under
one subsidized brand. The fact that we can bring the wholesale piece as well, I think that you’re gonna be pretty intrigued to
see the numbers we can put up. One of the decisions we’ve made, you know, we learned last year that revenue for the sake of revenue
isn’t necessarily what the market’s looking for. Sometimes we’ve, you know, tried to do things to please the market
instead of sticking to our business plan.
You
know, that’s just part of, I guess, the wisdom of running a company and balancing the business of doing business versus the public
side of the business. I think what you’re gonna see is the fact that we pulled back and we said, “Hey, you know what? Instead
of just scaling for the sake of scaling, let’s reduce our costs, if not eliminate the cost to acquire customer. Let’s do
all this work now. Let’s effectively increase our margins. Let’s get this going to a point where we could scale. When we
do scale, we’ll get exponentially that much more customers where we can rinse and repeat with the profit from those customers and
get that 1 million number faster.” From an internal standpoint, Ed, 1 million is our number, and that would fall under the LinkUp
and Torch Wireless brands.
We
definitely wanna push far beyond that. We see what’s out there, we see the opportunities. Interestingly enough, with the subprime
market continuing to grow, you know, it’s $138 million, you know, as of a brief that we’ve got on file last year. You know,
we feel like we can definitely go after a number that far exceeds that $1 million.
Ed
Woo
Analyst,
Ascendiant Capital
Great.
Going back to, you know, you mentioned about the subprime market seems to be, you know, growing, you know, in this K-shaped economy.
What are you hearing from, you know, the convenience store owners or the, you know, people that do business with them? Are they able
to benefit from, you know, I hate to say it, but the poor expanding or are people, you know, just being hurt all over?
Brian
Cox
CEO,
SurgePays
Let
me take a step back and let me use some of my. You know, we’ve been working inside the prepaid and subsidized market for over 20
years. Our best runs as a collection of former operators that are now working under one banner, our best runs as companies, as entrepreneurs,
have always been at times when it’s been most difficult financially. I think that’s for two reasons. Number one, if you provide
a service that offers a value, then in a situation where there’s too much month, not enough check, I think that’s where you
can, you know, you can box out and gain ground.
Number
two, in that same situation where it’s too much month, not enough check, I think people stop going through the motions of the ruts
in the road of their daily life, and they open their eyes a little bit wider for opportunities to save money. You know, for example,
you may have someone wait in line for 20 minutes to save $0.10 on gas. Well, I mean, instead of just paying my prepaid wireless bill
that I’ve done for the past year and a half without even thinking, and I’m gonna put $50 on the counter. Well, I just saw
this poster.
I
just saw you got a smart TV over there by the coffee machine that says you guys have a $30 plan that. I know that that encompasses what
I use, and I can save $20 a month, and that means something to me when I’m working an hourly job. That’s where I think that
the benefit comes in. Obviously, these convenience store owners, you know, the convenience stores nowadays in our the community markets
that we work with, one of the reasons I love working with these people is they are the financial, the transaction nucleus of these communities.
You know, they’re definitely gonna have a beat on what’s going on in the neighborhood.
For
them to be able to offer value, look, that’s that much more money that consumer is still gonna spend inside that store, but they
can buy other products as well.
Ed
Woo
Analyst,
Ascendiant Capital
Great.
Well, thanks for giving me that color, and I do wish you guys good luck. Thank you.
Brian
Cox
CEO,
SurgePays
Thanks,
Ed.
Operator
Thank
you. Once again, ladies and gentlemen, if you do have a question, please press star one on your telephone keypad. Okay. It looks like
we currently have no further questions on the lines at this time, so this will conclude our question and answer session and also our
call. You may disconnect your lines at this time. Have a wonderful day, and we thank you for your participation.