Form 8-K - Current report

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): January 9, 2024

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

Common Stock Purchase Warrants

SURGW

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 7.01 Regulation FD Disclosure

On January 9, 2024, a Nevada corporation (the “Company”), issued an investor presentation. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The investor presentation is also available on the Company’s website located at www.surgepays.com.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and will not be deemed to be “filed” for any purpose, including for the purposes of Section 18 the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On January 5, 2024, the Company closed on an asset purchase agreement (the “Purchase Agreement”) to acquire ClearLine Mobile, Inc’s. (“ClearLine Mobile”) software development and point-of-sale (“POS”) equipment and operations. The consideration to be paid by the Company for Clearline Mobile’s assets consisted of an upfront payment of One Hundred Thousand U.S. Dollars ($100,000) at the signing of the Purchase Agreement, a payment at closing of the Purchase Agreement of Eight Hundred Thousand U.S. Dollars ($800,000), a payment due 90 days after the closing of an additional Eight Hundred Thousand U.S. Dollars ($800,000), and a final payment due 180 days after the closing of an additional Eight Hundred Thousand U.S. Dollars ($800,000), for a total consideration of Two Million, Five Hundred Thousand U.S. Dollars ($2,500,000).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No		Description
99.1		SurgePays, Inc. Investor Presentation (January 2024)
99.2		Press Release Dated January 9, 2024
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: January 9, 2024	By:	/s/ Kevin Brian Cox
		Kevin Brian Cox
		Chief Executive Officer

Exhibit 99.1

Exhibit 99.2

SurgePays Acquires ClearLine Mobile

Software and POS Devices Company Expected to Deliver Immediate Impact

BARTLETT, TN, January 9, 2023 – SurgePays, Inc. (Nasdaq: SURG) (“SurgePays”), a multiproduct company focused on the underbanked and underserved, announced today that it has closed the asset purchase agreement to acquire the software development and point-of-sale (“POS”) equipment and operations of DNR Business Solutions Inc. d/b/a ClearLine Mobile (“ClearLine Mobile” or “ClearLine”).

ClearLine Mobile produces a touchscreen display, positioned by the cash register, that is integrated into the SurgePays software platform and markets SurgePays products 24/7 from a central server. SurgePays can advertise its entire suite of products and services while utilizing the POS device for transactions.

Commenting on the acquisition, Brian Cox, CEO of SurgePays, said, “Increasing sales within stores is a major initiative for SurgePays. The touchscreen display provides an ideal solution to drive new wireless subscribers and promote our ancillary products. From a growth perspective, we consider this such a game-changer. We don’t have to battle other product vendors for advertising materials space and necessitate a salesperson constantly visiting the store to hang posters or other promo materials. Our products and services will be marketed front and center right at the register.”

Mr. Cox continued, “Bringing the talented ClearLine development team in-house will elevate our technological capabilities and should open up other revenue opportunities in the future utilizing these devices, such as loyalty rewards, QR code payments, and marketing third-party products. We expect these POS fixtures to be an anchor catalyst for higher revenue per store and allow us to expand stores nationwide more quickly than by region, without the need for salespeople to consistently visit and manage stores in a territory.”

Nate Moshkovich, Founder and CEO of ClearLine Mobile, commented, “SurgePays is the perfect place to take our ClearLine technology to the next level. We are excited to join a team with competitive and strategic advantages who are thinking big and committed to growing big by providing life-enhancing and essential products and services to the underserved right in their community.”

About SurgePays, Inc.

SurgePays, Inc. is a technology and telecom company focused on the underbanked and underserved communities. SurgePays’ technology layered platform empowers clerks at over 8,000 convenience stores to provide a suite of prepaid wireless and financial products to underbanked customers. SurgePays prepaid wireless companies provide services to over 250,000 low-income subscribers nationwide. Please visit SurgePays.com for more information.

MZ Contact

Brian M. Prenoveau, CFA

MZ Group – MZ North America

brian.prenoveau@mzgroup.us

+561 489 5315

Media Contacts

Henry Feintuch / Doug Wright

Feintuch Communications

surgepays@feintuchpr.com

646-753-5710 / 646-753-5711

###

Cautionary Note Regarding Forward-Looking Statements.

This press release includes express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and may contain projections of our future results of operations or of our financial information or state other forward-looking information. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, our current expectation that the POS tablets will be a catalyst for higher revenue per store; our predictions that the POS tablets will allow us to expand our presence in stores nationwide; statements about our future financial performance, cash flows, costs of revenue and operating expenses; and our anticipated growth and expansion. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The forward-looking statements in this press release speak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligation to update, any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Cover	Jan. 09, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 09, 2024
Entity File Number	001-40992
Entity Registrant Name	SURGEPAYS, INC.
Entity Central Index Key	0001392694
Entity Tax Identification Number	98-0550352
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3124 Brother Blvd
Entity Address, Address Line Two	Suite 104
Entity Address, City or Town	Bartlett
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38133
City Area Code	(901)
Local Phone Number	302-9587
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	SURG
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	SURGW