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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
and Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 5, 2025
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)
(901) 302-9587
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ |
Written communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On August 5, 2025, SurgePays, Inc., a
Nevada corporation (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”)
with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”), pursuant to which the Company may
offer and sell shares of its common stock (subject to certain limitations set forth in the ATM Agreement), from time to time, to or through
Titan, acting as sales agent and/or principal. Sales of shares of common stock, if any, pursuant to the ATM Agreement will be made by
any method permitted that is deemed an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of
1933, as amended (the “Securities Act”).
The Company is not obligated to make any sales
of common stock under the ATM Agreement and no assurance can be given that the Company will sell any shares under the ATM Agreement,
or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place.
The offering of shares of Company common stock pursuant to the ATM Agreement will terminate upon the termination of the ATM Agreement
as permitted therein.
The shares of Company common stock will be sold
pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration
Statement No. 333-273110), initially filed with the Securities and Exchange Commission (the “Commission”) on July 3,
2023, and declared effective by the Commission on November 3, 2023, including the base prospectus contained therein, as supplemented
by a prospectus supplement dated August 5, 2025 (the “Prospectus Supplement”) and filed with the Commission pursuant
to Rule 424(b) under the Securities Act. In accordance with the terms of the ATM Agreement, under the Prospectus Supplement, the Company
may offer and sell shares of its common stock having an aggregate offering price of up to $15,000,000, from time to time, to or
through Titan, which is within the Company’s current “baby shelf” limitations under General Instruction I.B.6. of Form
S-3.
The Company will pay Titan a commission at a fixed
rate of 3.0% of the gross proceeds of each sale of shares of Company common stock sold through or to Titan under the ATM Agreement and
will reimburse Titan for the fees and disbursements of its legal counsel incurred in connection with entering into the transactions contemplated
by the ATM Agreement, in addition to fees at each “Representation Date” (as defined in the ATM Agreement) in connection with
ongoing diligence arising from the transactions contemplated by the ATM Agreement.
The Company made certain customary representations,
warranties and covenants in the ATM Agreement concerning the Company and its subsidiaries and the registration statement and base prospectus
contained therein, the Prospectus Supplement and other documents and filings relating to the offering of the shares. In
addition, the Company has also provided Titan with customary indemnification rights.
The Company intends to use the net proceeds from
the offering, if any, after deducting commissions payable to Titan and estimated offering expenses payable by the Company, for the expansion
of the Company’s Lifeline business, working capital and general corporate purposes.
The foregoing description of the ATM Agreement
is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
This Current Report shall not constitute an offer
to sell or the solicitation of an offer to buy any securities of the Company nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
A copy of the opinion of Ellenoff Grossman &
Schole LLP regarding the shares of common stock to be sold under the ATM Agreement is filed as Exhibit 5.1 to this Current Report
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No |
|
Description |
1.1
|
|
At the Market Offering Agreement, dated August 5, 2025, between SurgePays, Inc., and Titan Partners Group LLC, a division of American Capital Partners, LLC
|
| 5.1 |
|
Opinion of Ellenoff Grossman & Schole LLP |
| 23.1 |
|
Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Date (embedded within the Inline XBRL document) |
SIGNATURE
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: August 5, 2025 |
By: |
/s/ Kevin Brian Cox |
| |
|
Kevin Brian Cox |
| |
|
Chief Executive Officer |
