Current Report Filing (8-k)
June 21 2021 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 7, 2021
SURGEPAYS,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52522
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98-0550352
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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3124
Brother Blvd, Suite 104
Bartlett,
TN 38133
(Address
of principal executive offices)
(901)
302-9587
(Registrant’s
telephone number, including area code)
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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
1.01 Entry into a Material Definitive Agreement.
On
May 7, 2021, SurgePays, Inc., a Nevada corporation (the “Company”) entered into a Stock Purchase Agreement (the “Stock
Purchase Agreement”) with Blue Skies Connections, LLC, an Oklahoma limited liability company (the “Buyer”). Under the
Stock Purchase Agreement, the Buyer agreed to purchase all of the issued and outstanding shares owned by the Company of the common stock,
par value $0.001 per share (the “True Wireless Shares”), of True Wireless, Inc., an Oklahoma corporation (“True Wireless”).
The Stock Purchase Agreement provides that the aggregate purchase price for the True Wireless Shares shall be the value of the specific
known liabilities and debts assumed by the Buyer under the Stock Purchase Agreement (the “Assumed Liabilities). The aggregate amount
of the Assumed Liabilities is equal to $2,408,873.04. This amount consists of a line of credit in the amount of $912,869.95, a Small
Business Administration Loan in the amount of $153,898.16, a debt in the amount of $176,850.56 owed by True Wireless to the Company and
other debts in the aggregate amount of $1,165,254.37 owed by True Wireless to various service providers.
Section
2.7 of the Stock Purchase Agreement provides that in the event the Buyer is unable to obtain the licenses, permits, consents, authorizations,
orders and approvals from all Governmental Authorities (as defined in the Stock Purchase Agreement) that may be or become necessary or
desirable to operate the business of True Wireless as intended by the Buyer, at any time after the closing of the transactions contemplated
by the Stock Purchase Agreement, the Buyer shall have the right to exercise an option to compel the Company to repurchase the True Wireless
Shares.
The
foregoing description contains only a brief description of the material terms and does not purport to be a complete description of the
rights and obligations of the parties to the Stock Purchase Agreement, and such description is qualified in its entirety by reference
to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned Stock Purchase Agreement is incorporated
by reference into this Item 2.01.
The
closing of the transactions contemplated pursuant to the Stock Purchase Agreement occurred on June 14, 2021.
Item
9.01. Exhibits.
(d)
Exhibits
*
Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the SEC upon request any omitted information.
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.
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SURGEPAYS,
INC.
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Dated:
June 21, 2021
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By:
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/s/
Kevin Brian Cox
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Kevin
Brian Cox
Chief
Executive Officer
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