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SurgePays, Inc. 8-K Filings

SURG NASDAQ

Every 8-K that SurgePays, Inc. (SURG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SURG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SURG filings page.

Rhea-AI Summary

SurgePays, Inc. (symbol: SURG) is the issuer of record for a Form 8-K filing submitted to the SEC.

Rhea-AI Summary

SurgePays, Inc. (SURG) has formed LWP-SURGE, LLC, a Wyoming limited liability company, as the intended operating vehicle for a proposed joint venture with All Prepaid, LLC, which does business as LowWeeklyPayments. LWP-SURGE is expected to run a smartphone rent-to-own program through SurgePays’ independent retail dealer network, using LowWeeklyPayments’ real-time approval platform, contract templates, and servicing technology.

SurgePays expects to hold a 51% membership interest, manage LWP-SURGE, and appoint three of five board of managers seats, with LowWeeklyPayments holding 49% and appointing the remaining two seats. Certain major actions would require consent of both members. No definitive operating, IP license, distribution, or shared services agreements have been executed, LWP-SURGE currently has no operations, revenue, assets, or liabilities, and the structure and terms may change. SurgePays states it does not expect the formation of LWP-SURGE alone to have a material effect on its financial condition or results for the current fiscal quarter.

Rhea-AI Summary

SurgePays, Inc. formed Redline Wireless Group, LLC, a Wyoming joint venture with one of the largest U.S. wireless master distribution organizations to market, distribute, and support prepaid wireless services nationwide using the Company’s LinkUp Mobile brand, MVNO platform, billing systems, customer service, and operations center.

Redline is owned 51% by SurgePays as managing member and 49% by the Contributing Member, governed by a six‑member board with equal appointments and Brian Cox as chair holding a casting vote on deadlocks. SurgePays’ contributions are entirely in‑kind, with no expected cash capital contribution, and it will retain its direct carrier relationships and wholesale MVNO agreements while granting Redline use of its carrier rails and LinkUp Mobile intellectual property under an Intellectual Property License Agreement and a Master Services Agreement priced at documented cost with no markup. The Contributing Member contributes access to a national network of more than 20,000 active independent prepaid wireless dealers and exclusive channel rights. SurgePays intends to consolidate Redline under Accounting Standards Codification 810, reporting the 49% stake as a noncontrolling interest, and currently expects Redline to be cash flow positive from its first month of commercial operations.

Rhea-AI Summary

SurgePays, Inc. reports that its subsidiary Torch Wireless received a Federal Communications Commission Notice of Apparent Liability for Forfeiture dated July 22, 2026, tied to the timing of document submissions responding to an earlier FCC Letter of Inquiry.

The company explains that Torch sent a 28-page substantive response on May 15, 2026 and believed supporting documents were uploaded around June 3, 2026, with later technical issues on the FCC’s portal leading to re-uploaded materials the FCC has now confirmed receiving. SurgePays states that the notice concerns only alleged late submission, not the substance of Torch’s response or any misconduct, and that Torch disputes the basis of the notice, plans to seek its withdrawal, and may pursue legal remedies.

Rhea-AI Summary

SurgePays, Inc. has amended its agreement with AT&T Mobility, removing all remaining minimum spend commitments that had required an aggregate minimum spend of $50.0 million over an initial three-year term. The amendment is expected to lower customer acquisition and ongoing monthly subscriber costs through improved wholesale pricing and to be favorable to operating margins.

AT&T agreed to forgive approximately $10.3 million of previously billed minimum-commitment charges in excess of actual usage. This forgiveness will reduce accounts payable by about $10.3 million and create a corresponding gain of roughly $8.5 million in Q2 2026, reversing expenses previously reported for the three months ended March 31, 2026 and improving net income and stockholders’ equity.

Rhea-AI Summary

SurgePays, Inc. reported results of its annual stockholder meeting held on June 16, 2026. Stockholders representing 17,275,798 shares, about 68.8% of the 25,121,895 voting shares outstanding as of May 5, 2026, were present or voted, establishing a quorum.

All four director nominees were re-elected, each receiving over 9.8 million votes in favor. Stockholders also ratified TAAD, LLP as independent registered public accounting firm for the year ending December 31, 2026, with 15,872,799 votes for. In addition, stockholders approved securities purchase agreements with institutional investors entered into in 2025 and 2026, including the issuance of common stock equal to 20% or more of the company’s common stock, with 10,076,231 votes for and 1,127,018 against.

Rhea-AI 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.

Rhea-AI Summary

SurgePays, Inc. reported first quarter 2026 results with revenue of approximately $16.0 million, up 51% year-over-year from about $10.6 million. Growth was driven by roughly 71% higher point-of-sale and prepaid services, while general and administrative expenses fell about 25% to $3.5 million, showing cost controls taking effect.

Despite this growth, the company recorded a loss from operations of approximately $11.2 million and a net loss available to common stockholders of about $12.1 million, or $0.51 per share. Cash and cash equivalents were around $2.0 million at March 31, 2026, with total liabilities of about $33.4 million and a stockholders’ deficit of roughly $23.9 million.

Operationally, total wireless subscriber lines across LinkUp Mobile and Torch Wireless surpassed 200,000, and the retail footprint reached more than 9,000 convenience stores. SurgePays highlighted an in-house customer acquisition engine that reduced cost per lead by about 28% and cost per enrollment by about 48%, plus new monetization layers such as a stored value and loyalty platform, managed marketing services, and initial wholesale contracts on its HERO Wireless platform.

Rhea-AI Summary

SurgePays reported full-year 2025 results with about $57.0 million in revenue and a net loss of about $36.1 million as it shifted away from the Affordable Connectivity Program. Revenue fell modestly from 2024, but management highlighted Q3 growth to $18.7 million as evidence the platform can scale when capital is directed to subscriber acquisition.

Gross loss improved to about $10.6 million and general and administrative expenses decreased to about $20.1 million from $27.5 million, reflecting cost-cutting initiatives. Even so, year-end cash declined to about $1.7 million, total liabilities reached about $23.9 million, and stockholders’ equity moved to a deficit of about $15.3 million, leaving a working capital deficit and emphasizing the importance of capital discipline in 2026.

Rhea-AI Summary

SurgePays, Inc. reported that Nasdaq has notified the company it is out of compliance with two continued listing standards: the minimum market value of listed securities of $35,000,000 and the $1.00 minimum bid price for its common stock. The company has until September 14, 2026 to regain the market-value requirement and until September 21, 2026 to meet the bid-price requirement, generally by maintaining the thresholds for at least ten consecutive business days. Failure to regain compliance could lead to delisting, which the company notes could hurt liquidity, access to capital and use of equity incentives. SurgePays also disclosed it issued 800,000 unregistered common shares to CEO Brian Cox at $1.25 per share, cancelling $1,000,000 owed to him under a promissory note, in a private, exempt transaction under Section 4(a)(2) and Rule 506(b).

Rhea-AI Summary

SurgePays, Inc. filed a current report to let investors know it is posting an updated investor presentation, dated February 2026, on its website under the Investors section. The presentation is intended to provide summary information about the company and its business.

The company emphasizes that this information is being furnished under Regulation FD, is not an offer or solicitation to buy or sell securities, and is meant to be read together with its other filings and public announcements with the SEC.

Rhea-AI Summary

SurgePays, Inc. entered into an underwriting agreement for an underwritten public offering of 2,000,000 shares of common stock at $1.25 per share, targeting aggregate gross proceeds of approximately $2.5 million before fees and expenses. The underwriter has a 45-day option to buy up to an additional 300,000 shares, and will receive representative’s warrants equal to 3.0% of the total shares sold, exercisable at 110% of the offering price.

The offering is expected to close on January 22, 2026, with net proceeds intended for expansion of the company’s Lifeline business, working capital, and general corporate purposes. Directors, executive officers, and the company are generally subject to 180‑day lock-up restrictions, and the underwriter received a three‑month right of first refusal on certain future financings. SurgePays also filed a prospectus supplement updating its at‑the‑market program, allowing additional common stock sales at an offering price of up to $1, excluding $1,775,390.79 previously sold.

Rhea-AI Summary

SurgePays, Inc. reported that its board has appointed Chelsea Pullano as interim Chief Financial Officer effective January 14, 2026, filling the vacancy created by the prior separation from Tony Evers. Her appointment is tied to a new master services agreement with MACK Financial Solutions LLC, signed January 9, 2026, under which MACK will provide outsourced financial, accounting, and executive financial services, including CFO duties.

Ms. Pullano will serve as CFO on a part-time basis, spending at least 40 hours per month in the role. The Company will pay her $5,000 per month for her CFO services and pay MACK an additional $5,000 per month for other services. The agreement can be terminated by either party on 60 days’ notice or immediately by the non-breaching party after a material breach that is not cured within 14 days. SurgePays notes her prior senior finance roles and confirms there are no family relationships or related-party transactions involved in her selection.

Rhea-AI Summary

SurgePays, Inc. reported several leadership changes and a separation arrangement with its former Chief Financial Officer. Following the previously announced non-renewal of his employment agreement effective December 31, 2025, Anthony Evers entered into a separation agreement and general release on January 1, 2026. Under this agreement, he will serve as a consultant from January 1, 2026 through June 30, 2026, advising on finance and accounting, assisting with SEC filings including Form 10-K and 10-Q, and helping transition his former CFO duties. SurgePays will pay Mr. Evers a total of $250,000 in twelve equal monthly installments of $20,833.33 and reimburse his health insurance premiums under COBRA through December 31, 2026.

The agreement includes customary non-disclosure and non-disparagement covenants and a release of claims by Mr. Evers, subject to specified exclusions. Effective January 2, 2026, director Richard Schurfeld resigned from the Board and its committees for personal reasons, and the company states there was no disagreement with management or the Board regarding operations, policies, or practices. On January 5, 2026, current director David May was appointed to the Audit, Compensation, and Nominating and Corporate Governance Committees and named chairperson of the Nominating and Corporate Governance Committee.

Rhea-AI Summary

SurgePays, Inc. furnished an 8‑K to announce it issued a press release with financial results for the quarter ended September 30, 2025.

The press release is attached as Exhibit 99.1 and, under General Instruction B.2, is furnished—not filed—so it is not subject to Section 18 liability and is not incorporated by reference unless specifically referenced.

Rhea-AI Summary

SurgePays, Inc. reported a planned change related to its finance leadership. The company notified its Chief Financial Officer, Anthony Evers, that his employment agreement as CFO will not be renewed when it expires on December 31, 2025. This means his current contract is scheduled to end at that time rather than being extended under its existing terms.

The company also stated that Mr. Evers and SurgePays intend to discuss his continuing service and position with the company. This language suggests potential changes to his role or responsibilities after his contract expires, but no immediate departure or final decision about his future role has been announced.