SurgePays Has Until March 22, 2027 to Meet $1 Rule

A separate Nasdaq determination addresses the stockholders’ equity deficiency, while the bid-price requirement remains due by March 22, 2027.

Rhea-AI Filing Summary

SurgePays, Inc. (SURG) received an additional 180-calendar-day period, ending March 22, 2027, to regain compliance with Nasdaq’s $1.00 minimum bid price per share requirement. SurgePays told Nasdaq it intends to cure the deficiency by effecting a reverse stock split if necessary. If the company does not regain compliance by the deadline, Nasdaq will notify it that its securities will be delisted. SurgePays may appeal, but a timely hearing request after the second compliance period would not stay a trading suspension.

Separately, Nasdaq determined that SurgePays complies with the minimum stockholders’ equity requirement, addressing the deficiency described in Nasdaq’s March 18, 2026 letter. The bid-price extension does not cover other listing requirements. Nasdaq said failure to evidence compliance with continued listing criteria upon filing the next periodic report may lead to delisting. SurgePays said there can be no assurance it will regain bid-price compliance or maintain compliance with Nasdaq’s other listing requirements.

1 point · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointNasdaq confirmed stockholders’ equity compliance on September 28, 2026.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Bid-price cure deadline: March 22, 2027; failure may trigger delisting.

Filing Explained

If delisting ultimately occurs, SurgePays says it could reduce the stock’s liquidity and market price and limit access to equity financing and public capital markets; the filing describes possible effects, not a completed delisting.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price: $1.00 per share Additional compliance period: 180 calendar days Bid-price compliance deadline: March 22, 2027

3 metrics

Minimum bid price $1.00 per share Nasdaq continued listing requirement

Additional compliance period 180 calendar days Granted to regain bid-price compliance

Bid-price compliance deadline March 22, 2027 Deadline to regain Nasdaq compliance

Key Terms

minimum bid price per share requirement, minimum stockholders’ equity requirement, continued listing criteria, Nasdaq Hearings Panel

4 terms

minimum bid price per share requirement regulatory

"minimum $1.00 bid price per share requirement"

minimum stockholders’ equity requirement regulatory

"complies with the minimum stockholders’ equity requirement"

continued listing criteria regulatory

"evidence compliance with Nasdaq’s continued listing criteria"

A set of financial, reporting and corporate-governance requirements that a company must meet to remain listed on a stock exchange. Think of it like the rules and upkeep for a membership card: if a company fails to maintain minimum share price, market value, timely reports or other standards, the exchange can warn, suspend or remove the stock. For investors this matters because falling below these standards can reduce liquidity, increase risk and lead to sudden price drops or forced sales.

Nasdaq Hearings Panel regulatory

"appeal that determination to a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

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

What is SURG’s Nasdaq bid-price compliance deadline?

Nasdaq granted SurgePays an additional 180-calendar-day period, ending March 22, 2027, to meet Nasdaq’s $1.00 minimum bid price per share requirement.

What happens if SURG misses its Nasdaq bid-price deadline?

If SurgePays does not regain compliance by March 22, 2027, Nasdaq said it will provide written notice that the company’s securities will be delisted. SurgePays may appeal to a Nasdaq Hearings Panel, but a timely hearing request after the second compliance period would not stay suspension of trading.

Does SURG’s bid-price extension cover its other Nasdaq listing requirements?

No. The additional compliance period relates exclusively to the bid-price deficiency, and SurgePays remains subject to other applicable listing requirements. Nasdaq determined that the company complies with the minimum stockholders’ equity requirement, but failure to evidence compliance with continued listing criteria upon its next periodic report may lead to delisting.

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

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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 28, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 28, 2026, SurgePays, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), granting the Company an additional 180-calendar-day period, or until March 22, 2027, to regain compliance with Nasdaq’s minimum $1.00 bid price per share requirement. Nasdaq previously notified the Company of its bid price deficiency on March 23, 2026, and provided an initial compliance period that expired on September 21, 2026.

Nasdaq’s determination to grant the additional compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, except for the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary.

If the Company does not regain compliance by March 22, 2027, Nasdaq will provide written notification that the Company’s securities will be delisted. The Company may appeal that determination to a Nasdaq Hearings Panel; however, a timely request for a hearing following the expiration of the second 180-day compliance period would not stay the suspension of trading in the Company’s securities. The additional compliance period relates exclusively to the bid price deficiency, and the Company remains subject to Nasdaq’s other applicable listing requirements. There can be no assurance that the Company will regain compliance with the bid price requirement or maintain compliance with Nasdaq’s other listing requirements.

In a separate letter dated September 28, 2026, Nasdaq notified the Company that, based on the Company’s Current Report on Form 8-K dated September 10, 2026, Nasdaq had determined that the Company complies with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). This determination addresses the deficiency described in Nasdaq’s March 18, 2026 letter. Nasdaq further advised that, if the Company fails to evidence compliance with Nasdaq’s continued listing criteria upon filing its next periodic report, it may be subject to delisting, at which time Nasdaq would provide written notification and the Company could appeal the determination to a Nasdaq Hearings Panel. If the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.

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 29, 2026	By:	/s/ Kevin Brian Cox
	Name:	Kevin Brian Cox
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB