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 8, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of President

On January 8, 2024, the board of directors of SurgePays, Inc., (the “Company”) authorized the appointment of Jeremy Gies to the position of President of the Company, effective immediately.

Below is Jeremy Gies’ biography:

Jeremy Gies, age 49, is a seasoned Operations, Sales, and Business Development Executive with over 25 years of management experience in Telecom, Fintech, Prepaid, and Communications. Mr. Gies started his career in 1995 with AT&T Wireless launching the first ever online (real-time) telecom sales activation platform in direct partnership with Amazon.com. In 2006 he joined a telecom billing and back-office provider (MVNE), Telspace as their Executive Vice President, and in 2009 to CEO where he led several M&A initiatives for the company. From 2010 to February 2019, he founded and led Blue Horizon Group, LLC, a consulting firm focusing on Financial, Telecom, and Prepaid Operations and Sales. From 2013 to 2015, Mr. Gies was appointed Vice President of Business Development for Wave Crest Payment Solutions where he negotiated bank relationships and managed key distribution channels and business to business direct relationships. From 2016 to 2018, Mr. Gies was Chief Operating Officer for Tiercel Wireless, a telecom startup, where he led carrier contract negotiations, back-office technology, and all operational aspects both pre- and post-launch. From February 2019 to October 2022, Mr. Gies was appointed as a Sr. Channel Business Manager at Honeywell International where he managed Global Channel Partners for the Honeywell Voice platform. In October 2022, Mr. Gies was appointed as the President of our Fintech division where he became involved in all aspects of our business.

As compensation for his services, the Company shall pay Mr. Gies a base salary of $180,000 per year, which may be increased by 6% per annum if the Company meets certain EBITDA requirements. Mr. Gies shall also have the right to receive a cash bonus of up to $180,000 if he meets certain target performance requirements to be determined by the Company’s board of directors. Mr. Gies shall also have the right to receive stock-based compensation at the discretion of the Company’s board of directors. In the event Mr. Gies’ employment with the Company shall terminate, unless by termination for cause, Mr. Gies’ shall be entitled to a payment equal to the greater of (i) two (2) years’ worth of his then existing base salary and his last year’s bonus and (ii) his then existing base salary payable through the remaining term of his employment agreement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No		Description
99.1		Press Release Dated January 12, 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 12, 2024	By:	/s/ Anthony Evers
		Anthony Evers
		Chief Financial Officer

Exhibit 99.1

Jeremy Gies Appointed to President of SurgePays, Inc.

Fueled by Over Twenty-Five Years of Experience in Telecom and Fintech, Mr. Gies will Spearhead Sales Growth, Operations, M&A, and New Product Initiatives.

BARTLETT, TN, January 12, 2024 (GLOBE NEWSWIRE) – SurgePays, Inc. (Nasdaq: SURG) (“SurgePays” or the “Company”), a technology and telecommunications company focused on the underbanked and underserved, has appointed Jeremy Gies, to President of SurgePays, Inc.

In his new role, Mr. Gies will draw upon his seasoned expertise and industry relationships to drive sales growth, optimize operational efficiencies, explore strategic M&A opportunities, and guide the launch of new products. A focal point of his responsibilities includes a nationwide expansion of the convenience store network, with an emphasis on elevating both the quantity of stores transacting on the SurgePays network and the sales per store.

Brian Cox, Chairman and CEO of SurgePays said, “Jeremy has proven to be a dynamic leader within the company. I believe he will help lead the way through the next growth stages of SurgePays. 2024 will be a year in which the Company is laser-focused on growing sales, store count and wireless subscribers and Jeremy’s corporate experience will be leaned on to build out those sales operations, and other processes to maximize revenue realization from our growth. In addition, Jeremy will look at other growth opportunities through potential mergers and acquisitions and partnerships. I couldn’t be more excited to add another driven subject matter expert to the team.”

Prior to his work at SurgePays, Gies served as Senior Channel Business Manager and Senior Account Manager for Honeywell Voice Solutions where he played a key role for nearly four years. Previously, he was Chief Operating Officer of Tiercel Wireless, an MVNO on the Sprint network demonstrating his capacity for operational leadership. Earlier to that he was Vice President, Business Development, for global e-payments company Wave Crest Payment Services significantly impacting revenue growth. For nearly five years, he served first as Executive Vice President and then CEO of telSPACE, a provider of billing and back-office solutions for the MVNO/NVNE marketplace. The foundation of his career began with AT&T Wireless where, over a 10-year period, he rose through the ranks in early sales positions to Western Area Sales Manager and ultimately National Sales Manager. Gies is also a partner and co-founder of Blue Horizon Group, a business consulting company providing outsourced sales, business development, marketing, distribution, operations, and logistics services to the wireless industry.

For more information on SurgePays, please visit the Company’s investor relations website at ir.surgepays.com.

About SurgePays, Inc.

SurgePays, Inc. is a technology and telecommunications company focused on the underbanked and underserved communities. SurgePhone Wireless provide mobile broadband to low-income consumers nationwide. SurgePays blockchain fintech platform utilizes a suite of financial and prepaid products to convert corner stores and bodegas into tech-hubs for underbanked neighborhoods. Please visit SurgePays.com for more information.

About SurgePays FinTech, Inc.

SurgePays FinTech, Inc., a subsidiary of SurgePays, utilizes its proprietary software platform to provide a suite of profitable prepaid wireless and financial services products primarily to the underbanked population. There are currently 1,000s of stores nationwide currently transacting on the SurgePays network.

Media Contact

Henry Feintuch / Doug Wright

Feintuch Communications

surgepays@feintuchpr.com

+646-753-5710 / +646-753-5711

Investor Contact

Brian M. Prenoveau, CFA

MZ Group – MZ North America

brian.prenoveau@mzgroup.us

+561 489 5315

Cautionary Note Regarding Forward-Looking Statement

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, statements about our future financial performance, including our revenue, cash flows, costs of revenue and operating expenses; our anticipated growth; our predictions about our industry. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), 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.

Editor’s Note: A high resolution photo of Jeremy Gies is available upon request.

Cover	Jan. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 08, 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 [Member]
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	SURGW
Security Exchange Name	NASDAQ