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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 29, 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
8.01. Other Events.
On June 29,
2026, SurgePays, Inc. (the “Company”) and AT&T Mobility, LLC (“AT&T”) entered into an amendment to the
agreement between the parties. On a go-forward basis, the amendment eliminates all remaining minimum spend commitments under the previous
agreement, which had required an aggregate minimum spend of $50.0 million over the initial term of three years, and is expected
to lower the Company’s acquisition and ongoing monthly subscriber costs via improved wholesale pricing to the Company and to be
favorable to operating margins.
Pursuant
to the amendment, AT&T also agreed to forgive approximately $10.3 million of previously billed minimum-commitment charges
in excess of actual usage. The forgiveness will reduce the Company’s accounts payable by approximately $10.3 million and
result in a corresponding gain of approximately $8.5 million in the second quarter of 2026, representing the reversal of minimum-commitment
expenses previously reported for the three months ended March 31, 2026, with a favorable impact on the Company’s net income
(loss) and stockholders’ equity (deficit) in the period.
The
information furnished in this Item 8.01 is intended to be considered in the context of more complete information included in the Company’s
filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has
made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise such
information, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through
the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The
information contained in this Item 8.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Disclosure
Regarding Forward-Looking Information
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations
relating to effects of the amended arrangement on the Company’s results of operations and expected costs and margins. These forward-looking
statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak
as of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use
of words such as “should,” “go-forward,” “future,” “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “plans,” “predicts,” “will,”
“would,” “could,” “continue,” “can,” “may,” “look forward,” “aim,”
“hopes,” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results
could differ significantly from those set forth in the forward-looking statements.
Important
factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited
to, the factors contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time
to time, including, but not limited to, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. The Company does not undertake
to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the
date of the forward-looking statements, or other changes over time, except as required by law.
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:
July 1, 2026 |
By: |
/s/
Kevin Brian Cox |
| |
Name:
|
Kevin
Brian Cox |
| |
Title: |
Chief
Executive Officer |
