SURG / SurgePays, Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

सर्जपेज़, इंक.
US ˙ NasdaqCM ˙ US86882L2043

मूलभूत आँकड़े
LEI 549300107QZQ6Y0W4S20
CIK 1392694
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SurgePays, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
August 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS,

August 5, 2025 424B5

Up to $15,000,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273110 PROSPECTUS SUPPLEMENT (To the Prospectus dated November 3, 2023) Up to $15,000,000 of Common Stock We have entered into an at the market offering agreement (the “ATM Agreement”), with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”) dated August 5, 2025, relating to the sale of shares of our common stock,

August 5, 2025 EX-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

Exhibit 1.1 SURGEPAYS, INC. Common Stock ($0.001 par value per share) AT THE MARKET OFFERING AGREEMENT August 5, 2025 Titan Partners Group LLC, a division of American Capital Partners, LLC 4 World Trade Center, 29th Floor New York, NY 10007 Ladies and Gentlemen: SurgePays, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), proposes, subject to the terms and condition

August 5, 2025 8-K

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

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 N

May 23, 2025 EX-16.1

Letter from Rodefer Moss & Co, PLLC dated May 23, 2025

Exhibit 16.1 May 23, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We were previously the principal accountants for SurgePays, Inc. and subsidiaries (the Company), and, under the date of March 25, 2025, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2024 and 2023. We have read the state

May 23, 2025 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): May 19, 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 Num

May 20, 2025 8-K

Submission of Matters to a Vote of Security Holders

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): May 15, 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 Num

May 16, 2025 EX-10.3

Form of Guaranty

Exhibit 10.3 GUARANTY This Guaranty, dated as of May 12, 2025 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, this “Guaranty”) is by and among the Guarantors identified on the signature page hereto and each other Person that becomes a party hereto (each a “Guarantor”; together, the “Guarantors”), in favor of Funicular Funds, LP, a Delaware limited pa

May 16, 2025 EX-99.1

SurgePays Announces $7 Million Debt Financing to Accelerate Growth Financing with Institutional Shareholder Featuring Share Buyback Component and Fixed Conversion Price of $4 per share, a Premium to Market

Exhibit 99.1 SurgePays Announces $7 Million Debt Financing to Accelerate Growth Financing with Institutional Shareholder Featuring Share Buyback Component and Fixed Conversion Price of $4 per share, a Premium to Market BARTLETT, Tenn., May 13, 2025 – SurgePays, Inc. (Nasdaq: SURG) (“SurgePays” or the “Company”), a wireless and point-of-sale technology company, today announced that it has entered i

May 16, 2025 EX-10.1

Senior Secured Note Purchase Agreement, dated May 12, 2025, between SurgePays, Inc., the Guarantors, and Funicular Funds, LP

Exhibit 10.1

May 16, 2025 EX-4.2

Form of Warrant

Exhibit 4.2 THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFF

May 16, 2025 EX-10.4

Registration Rights Agreement, dated May 12, 2025, between SurgePays, Inc. and Funicular Funds, LP

Exhibit 10.4

May 16, 2025 8-K

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): May 12, 2025 SURGEPAYS, INC.

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): May 12, 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 Num

May 16, 2025 EX-10.2

Security And Pledge Agreement, dated May 12, 2025, between SurgePays, Inc., the Guarantors, and Funicular Funds, LP

Exhibit 10.2

May 16, 2025 EX-4.1

Form of Senior Secured Convertible Note

Exhibit 4.1 SENIOR SECURED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THIS SENIOR SECURED CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMEN

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS,

April 11, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 SurgePays, Inc.

March 25, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40992 SURGEPAYS, INC. (Exact Name of Registrant as Spec

March 25, 2025 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada LogicsIQ Inc. Nevada Torch Wireless Wyoming Surge Payments, LLC Nevada SurgePhone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada ECS Prepaid, LLC Missouri Central States Legal Services, Inc. Missouri Electroni

March 4, 2025 S-8

As filed with the Securities and Exchange Commission on March 4, 2025

As filed with the Securities and Exchange Commission on March 4, 2025 Registration No.

March 4, 2025 EX-FILING FEES

Calculation of Filing Fees Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) SurgePays, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEP

November 12, 2024 8-K

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): November 4, 2024 SURGEPAYS, I

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): November 4, 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

October 16, 2024 EX-10.1

Master Services Agreement, dated as of October 3, 2024, between SurgePays, Inc. and TerraCom, Inc.

Exhibit 10.1

October 16, 2024 8-K

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): October 10, 2024 SURGEPAYS, I

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): October 10, 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

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS,

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS,

April 22, 2024 8-K

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): April 18, 2024 SURGEPAYS, INC

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): April 18, 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 N

March 12, 2024 EX-19.1

SurgePays, Inc. Insider Trading Policy

Exhibit 19.1 Insider Trading Compliance Manual SurgePays, Inc. Adopted: November 29, 2023 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of SurgePays, Inc., a Nevada corporation (the “Company”), has adopted the policies and pro

March 12, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada LogicsIQ Inc. Nevada Torch Wireless Wyoming Surge Payments, LLC Nevada SurgePhone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada ECS Prepaid, LLC Missouri Central States Legal Services, Inc. Missouri Electroni

March 12, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40992 SURGEPAYS, INC. (Exact Name of Registrant as Spec

March 12, 2024 EX-10.25

Form of Promissory Note with SMDMM Funding, LLC

Exhibit 10.25 CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE $4,758,088.74 [], 2024 THIS CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE (this “Promissory Note”) is made and entered into as of the date first above written, by and between SurgePays, Inc., a Nevada corporation (“Maker”), promises to pay to the order of SMDMM Funding, LLC, a Wyoming limited liability company (“SMDMM”). RECITAL

March 12, 2024 EX-97.1

SurgePays, Inc. Executive Compensation Clawback Policy

Exhibit 97.1 SURGEPAYS, INC. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 29, 2023 The Board of Directors (the “Board”) of SurgePays, Inc. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement be

March 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 SurgePays, Inc.

February 23, 2024 8-K

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): February 23, 2024 SURGEPAYS,

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): February 23, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

February 12, 2024 8-K

Other Events

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): February 12, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

February 5, 2024 S-8

As filed with the Securities and Exchange Commission on February 5, 2024

As filed with the Securities and Exchange Commission on February 5, 2024 Registration No.

February 5, 2024 EX-4.1

2022 Omnibus Securities and Incentive Plan

Exhibit 4.1

February 5, 2024 EX-FILING FEES

Calculation of Filing Fee Table. (Filed herewith.)

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) SurgePays, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly

January 22, 2024 EX-1.1

Underwriting Agreement, dated as of January 17, 2024, between SurgePays, Inc. and Titan Partners Group

Exhibit 1.1 UNDERWRITING AGREEMENT between SURGEPAYS, INC. and TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC as Representative of the Several Underwriters SURGEPAYS, INC UNDERWRITING AGREEMENT New York, New York January 17, 2024 Titan Partners Group, LLC, a division of American Capital Partners, LLC As Representative of the several Underwriters named on Schedule 1 attached

January 22, 2024 8-K

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 17, 2024 SURGEPAYS, I

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 17, 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

January 22, 2024 EX-99.1

SurgePays Announces Pricing of $15 million Public Offering

Exhibit 99.1 SurgePays Announces Pricing of $15 million Public Offering BARTLETT, Tenn., January 17, 2024 /PRNewswire/ - SurgePays, Inc. (Nasdaq: SURG) (“SurgePays”), a technology and telecom company focused on the underbanked and underserved communities, today announced that it has priced its previously announced underwritten public offering of 2,678,571 shares of its common stock at an offering

January 22, 2024 EX-99.2

SurgePays Announces Proposed Public Offering

Exhibit 99.2 SurgePays Announces Proposed Public Offering BARTLETT, Tenn., Jan. 17, 2024 - SurgePays, Inc. (Nasdaq: SURG) (“SurgePays”), a technology and telecom company focused on the underbanked and underserved communities, today announced that it has commenced an underwritten public offering of shares of its common stock. SurgePays also intends to grant the underwriters a 45-day option to purch

January 19, 2024 424B5

2,678,571 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273110 PROSPECTUS SUPPLEMENT (To the Prospectus dated November 3, 2023) 2,678,571 Shares of Common Stock SURGEPAYS, INC. We are offering 2,678,571 shares of our common stock, par value $0.001 per share, in this offering pursuant to this prospectus supplement and the accompanying prospectus. The public offering price for each share of common sto

January 17, 2024 424B5

Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273110 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This preliminary prospectus su

January 12, 2024 EX-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.

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 underb

January 12, 2024 8-K

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, IN

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

January 9, 2024 EX-99.2

SurgePays Acquires ClearLine Mobile Software and POS Devices Company Expected to Deliver Immediate Impact

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

January 9, 2024 EX-99.1

SurgePays, Inc. Investor Presentation (January 2024)

Exhibit 99.1

January 9, 2024 8-K

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, IN

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

January 3, 2024 8-K

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): December 27, 2023 SURGEPAYS,

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): December 27, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

January 3, 2024 EX-10.1

Form of Employment Agreement with Kevin Brian Cox

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of December 27, 2023, by and between SurgePays, Inc., a corporation incorporated under the laws of the State of Nevada with a principal place of business at 3124 Brother Blvd., Suite 104, Bartlett, Tennessee 38133 (the “Company”), and Kevin Brian Cox, an individual (“Executive”). RECITALS A. E

November 14, 2023 EX-10.1

Form of Employment Agreement with Anthony Evers

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of November 11, 2023 (the “Effective Date”), by and between SurgePays, Inc., a corporation incorporated under the laws of the State of Nevada with a principal place of business at 3124 Brother Blvd., Suite 104, Bartlett, Tennessee 38133 (the “Company”), and Anthony Evers, an individual (“Execu

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEP

October 31, 2023 CORRESP

SurgePays, Inc. 3124 Brother Blvd, Suite 410 Bartlett, TN 38133

SurgePays, Inc. 3124 Brother Blvd, Suite 410 Bartlett, TN 38133 October 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Registration Statement on Form S-3 File No. 333-273110 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended SurgePays, Inc., a Nevada corporation (th

October 23, 2023 S-3/A

As filed with the Securities Exchange Commission on October 23, 2023

As filed with the Securities Exchange Commission on October 23, 2023 Registration No.

October 18, 2023 8-K

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): October 18, 2023 SURGEPAYS, I

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): October 18, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File

October 4, 2023 8-K

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): September 28, 2023 SURGEPAYS,

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): September 28, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fi

September 7, 2023 S-3/A

As filed with the Securities Exchange Commission on September 6, 2023

As filed with the Securities Exchange Commission on September 6, 2023 Registration No.

September 6, 2023 CORRESP

SURGEPAYS, INC. 3124 BROTHER BLVD, SUITE 410 BARTLETT, TN 38133

SURGEPAYS, INC. 3124 BROTHER BLVD, SUITE 410 BARTLETT, TN 38133 September 6, 2023 Lauren Pierce U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed August 3, 2023 File No. 333-273110 Dear Ms. Pierce: By letter dated August 15, 2023, the staff (the “Staff,” “you” or “your”) of the U.S. Securi

August 16, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

August 15, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

August 10, 2023 EX-10.1

Form of Restricted Share Award Agreement

Exhibit 10.1 SURGEPAYS, INC. RESTRICTED SHARE AWARD AGREEMENT THIS RESTRICTED SHARE AWARD AGREEMENT (the “Agreement”) is made and entered into as of the [] day of [], 2023 (the “Effective Date”) by and between SurgePays, Inc., a Nevada corporation (the “Company”), having an address at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 and [ ] (“Holder”), having an address at . NOW, THEREFORE, in co

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS,

August 4, 2023 S-3/A

As filed with the Securities Exchange Commission on August 3, 2023

As filed with the Securities Exchange Commission on August 3, 2023 Registration No.

August 3, 2023 CORRESP

SURGEPAYS, INC. 3124 BROTHER BLVD, SUITE 410 BARTLETT, TN 38133

SURGEPAYS, INC. 3124 BROTHER BLVD, SUITE 410 BARTLETT, TN 38133 August 3, 2023 Lauren Pierce U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Registration Statement on Form S-3 Filed July 3, 2023 File No. 333-273110 Dear Ms. Pierce: By letter dated July 18, 2023, the staff (the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission

July 13, 2023 EX-99.1

SurgePays Provides Company Updates for Shareholders

Exhibit 99.1 SurgePays Provides Company Updates for Shareholders BARTLETT, TN, July 13, 2023 - SurgePays, Inc. (Nasdaq: SURG) (“SurgePays” or the “Company”), a technology and telecommunications company focused on the underbanked and underserved, today provided a Company update. A recent report, which contains numerous errors of fact and misleading and libelous content, appears to be a deliberate a

July 13, 2023 8-K

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): July 13, 2023 SURGEPAYS, INC.

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): July 13, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Nu

July 3, 2023 S-3

As filed with the Securities Exchange Commission on July 3, 2023

As filed with the Securities Exchange Commission on July 3, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SURGEPAYS, INC. (Exact name of registrant as specified in its charter) Nevada 98-0550352 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identif

July 3, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SurgePays, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry

July 3, 2023 EX-4.1

Form of Indenture relating to the issuance from time to time in one or more series of debentures, notes, bonds or other evidences of indebtedness

Exhibit 4.1 SURGEPAYS, INC. AND , TRUSTEE INDENTURE DATED AS OF , 2023 DEBT SECURITIES SURGEPAYS, INC RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2023 Section of Trust Indenture Act of 1939 Section(s) of Indenture § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311(a) 613 (b) 613 (c) Not Applicable § 312(a

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS,

March 30, 2023 EX-10.18

SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan

Exhibit 10.18 SURGEPAYS, INC. 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN 3.5 MILLION SHARES OF COMMON STOCK ARTICLE I PURPOSE The purpose of this SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan (the “Plan”) is to benefit the stockholders of SurgePays, Inc., a Nevada corporation (the “Company”), by assisting the Company to attract, retain and provide incentives to key management employee

March 30, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada LogicsIQ Inc. Nevada Torch Wireless Wyoming Surge Payments, LLC Nevada Surgephone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada ECS Prepaid, LLC Missouri Central States Legal Services, Inc. Missouri Electroni

March 30, 2023 EX-4.4

Description of Securities

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, SurgePays, Inc. (“the Company”) had two classes of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our common stock, par value $0.001 per share (“Common Stock”), and a registered class

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40992 SURGEPAYS, INC. (Exact Name of Registrant as Spec

March 16, 2023 RW

SURGEPAYS, INC. 3124 Brother Blvd, Suite 410 Bartlett, TN 38133 (901) 302-9587

SURGEPAYS, INC. 3124 Brother Blvd, Suite 410 Bartlett, TN 38133 (901) 302-9587 March 16, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Withdrawal of Registration Statement on Form S-3 File No. 333-264240 Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of 1933, as amended (“Securities

March 13, 2023 8-K

Submission of Matters to a Vote of Security Holders

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): March 7, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Nu

March 2, 2023 EX-99.1

SurgePays Announces 2022 Preliminary Financial Results and Schedules Fourth Quarter and Full Year 2022 Earnings Call

Exhibit 99.1 SurgePays Announces 2022 Preliminary Financial Results and Schedules Fourth Quarter and Full Year 2022 Earnings Call Q4 Positive Cash Flow over $2 million with sales over $35 million March 02, 2023 08:30 ET | Source: SurgePays, Inc. BARTLETT, Tenn., March 02, 2023 (GLOBE NEWSWIRE) — SurgePays, Inc. (Nasdaq: SURG) (“SurgePays” or the “Company”), a technology and telecommunications comp

March 2, 2023 8-K

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): March 2, 2023 SURGEPAYS, INC.

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): March 2, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Nu

January 26, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

January 19, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

January 11, 2023 8-K

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 5, 2023 SURGEPAYS, IN

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 5, 2023 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File

December 23, 2022 8-K

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): December 19, 2022 SURGEPAYS,

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): December 19, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

December 23, 2022 EX-10.1

Consulting Agreement, by and between the Company and Jay Jones, dated December 19, 2022

Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (“Agreement”) made this 19th day of December, 2022 (the “Effective Date”) between SurgePays, Inc., a Nevada corporation (the “Company”) and Jay Jones, an individual (the “Consultant”). A. The Company is engaging Consultant as a consultant to provide advice to the Board of Directors of the Company (“the Board”) and senior management of the

December 23, 2022 EX-10.3

Form of Indemnification Agreement

Exhibit 10.3 SURGEPAYS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of December 19, 2022 (the “Agreement”), is made by and between SurgePays, Inc., a Nevada corporation (the “Company”), and [ ], (the “Indemnitee”). RECITALS: A. Nevada Revised Statutes Chapter 78 provides that the business and affairs of a corporation shall be ma

December 23, 2022 EX-10.2

Weisberg Director Agreement, by and between the Company and Ms. Weisberg, dated December 19, 2022

Exhibit 10.2 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of December 19, 2022 (the “Agreement”), by and between SurgePays, Inc., a Nevada corporation (the “Company”), and Laurie Weisberg, an individual with an address of [ ] (the “Director”). WHEREAS, the Board of Directors of the Company appointed the Director on the date hereof, and desires to enter into an agreement with the Director

November 23, 2022 EX-10.1

Installment Sale Agreement, by and among, SurgePays, Inc., SurgePhone Wireless LLC, Torch Wireless, and Affordable Connectivity Financing V Limited Liability Company, dated November 17, 2022

Exhibit 10.1 INSTALLMENT SALE AGREEMENT dated as of November 17, 2022, by and among SurgePhone Wireless LLC and Torch Wireless as Purchaser and SurgePays, Inc., as Guarantor, and Affordable Connectivity Financing V Limited Liability Company, as Seller INSTALLMENT SALE AGREEMENT THIS INSTALLMENT SALE AGREEMENT (the ?Agreement?) is entered into as of November 17, 2022 (the ?Effective Date?), by and

November 23, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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): November 17, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

November 23, 2022 EX-99.1

SurgePays Announces Closing on $25 Million Senior Credit Facility

Exhibit 99.1 SurgePays Announces Closing on $25 Million Senior Credit Facility Non-dilutive Installment Sale Agreement for Cash Flow Positive Growth BARTLETT, Tenn., Nov. 18, 2022 (GLOBE NEWSWIRE) ? SurgePays, Inc. (Nasdaq: SURG) (?SurgePays? or the ?Company?), a technology and telecommunications company focused on the underbanked and underserved, announced it has closed on a $25 million senior se

November 23, 2022 EX-10.2

Paying Agent Agreement, by and among, SurgePhone Wireless LLC, Torch Wireless, Affordable Connectivity Financing V Limited Liability Company, and Ivy Dallas Funding, LLC, dated November 17, 2022

Exhibit 10.2 PAYING AGENT AGREEMENT This PAYING AGENT AGREEMENT entered into as of November 17, 2022 (this ?Agreement?), is made by and among Affordable Connectivity Financing V Limited Liability Company, a Texas limited liability company (the ?Seller? or ?ACP?), SurgePhone Wireless, LLC, a Nevada limited liability company and Torch Wireless, a Wyoming corporation (collectively, the ?Purchaser?),

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEP

August 11, 2022 EX-10.2

Security Agreement between the Company and Lender, dated April 8, 2022

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 8, 2022 (this ?Agreement?), is among SurgePays, Inc. (the ?Debtor? or the ?Company?) and Secured Party as holder of that Promissory Note in the aggregate principal amount not to exceed $3,000,000 (the ?Note?) executed and delivered by the Company pursuant to the Loan Agreement between the parties (the ?Loan Agreement?). WIT

August 11, 2022 EX-10.1

Loan Agreement between the Company and Lender, dated April 8, 2022, as amended June 2, 2022

Exhibit 10.1 LOAN AGREEMENT LOAN AGREEMENT, dated as of April 8, 2022, between surgepays, inc., a Nevada corporation, (referred to herein as the ?Borrower?), and the Lender. RECITALS The Borrower has requested that the Lender extend credit to the Borrower consisting of a term loan or series of loans in an aggregate principal amount not to exceed $3,000,000. The proceeds of the term loans will be u

August 11, 2022 EX-10.3

Employment Agreement between SurgePays, Inc. and Anthony Evers, dated August 8, 2022

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into as of August 8, 2022, by and between SurgePays, Inc., a corporation incorporated under the laws of the State of Nevada with a principal place of business at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Company?), and Anthony Evers, an individual residing at 1375 E. Woodfield Road, Suit

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS,

August 11, 2022 EX-4.3

Revolving Secured Promissory Note with Lender, dated April 8, 2022, as amended June 2, 2022

Exhibit 4.3 SECURED PROMISSORY NOTE ? REVOLVING Up to $3,000,000 San Diego, CA April 8, 2022 FOR VALUE RECEIVED, SurgePays, Inc. (the ?Borrower?) promises to pay in lawful money of the United States to the order of Lender on or before two hundred seventy (270) calendar days after each Draw Down Date (as defined below), each a ?Maturity Date?, an amount not to exceed the principal sum of THREE MILL

August 11, 2022 EX-4.2

Form of Warrant with $4.73 Exercise Price Issued to Inventory Lenders in March 2022 to May 2022

Exhibit 4.2 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE

August 11, 2022 EX-4.1

Form of Promissory Note Issued to Inventory Lenders in March 2022 to May 2022

Exhibit 4.1 SurgePays, Inc. Promissory Note Issuance Date: March 25, 2022 Principal Amount: $100,000.00 FOR VALUE RECEIVED, SurgePays, Inc., a Nevada corporation (the ?Company?), hereby promises to pay to the order of [Name of Lender] with primary address at [Address] (the ?Holder?) the amount set out above as the Principal Amount (the ?Principal?) when due, whether upon the Maturity Date (as defi

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEPAYS,

May 16, 2022 EX-10.1

Employment Agreement between SurgePays, Inc. and Kevin Brian Cox

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into as of May 13, 2022, by and between SurgePays, Inc., a corporation incorporated under the laws of the State of Nevada with a principal place of business at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Company?), and Kevin Brian Cox, an individual residing at (?Executive?). RECITALS A. E

April 12, 2022 EX-99.1

SurgePays Announces the Acquisition of Torch Wireless

Exhibit 99.1 SurgePays Announces the Acquisition of Torch Wireless - Company Can Now Provide Subsidized Mobile Broadband in All 50 States - BARTLETT, Tenn., April 07, 2022 (GLOBE NEWSWIRE) ? SurgePays, Inc. (Nasdaq: SURG) (?SurgePays? or the ?Company?), a technology and telecommunications company focused on the underbanked and underserved, announced today the acquisition of Torch Wireless, a provi

April 12, 2022 8-K

Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 6, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Nu

April 12, 2022 EX-10.1

Stock Purchase Agreement, by and among, SurgePays, Inc., Torch Wireless, and the Parties Listed Therein, dated April 6, 2022

Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this ?Agreement?), dated as of April 6, 2022 is entered into between Torch Wireless, a Wyoming corporation (?Torch? or ?Company?), Jorge E. Perea (?Perea?) and Anatoliy Budnik (?Budnik,? individually and collectively Perea and Budnik are hereby referred to as ?Seller?), and SurgePays, Inc., a Nevada corporation (?Buyer?). RECITAL

April 11, 2022 EX-4.1

Form of Indenture relating to the issuance from time to time in one or more series of debentures, notes, bonds or other evidences of indebtedness

Exhibit 4.1 SURGEPAYS, INC. AND , TRUSTEE INDENTURE DATED AS OF , 2022 DEBT SECURITIES SURGEPAYS, INC RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2022 Section of Trust Indenture Act of 1939 Section(s) of Indenture ? 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 ? 311(a) 613 (b) 613 (c) Not Applicable ? 312(a

April 11, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SurgePays, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry

April 11, 2022 S-3

As filed with the Securities Exchange Commission on April 11, 2022

As filed with the Securities Exchange Commission on April 11, 2022 Registration No.

March 24, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40992 SURGEPAYS, INC. (Exact Name of Registrant as Spec

March 24, 2022 8-K

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

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): March 18, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File N

March 24, 2022 EX-4.4

Exhibit 4.4

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, SurgePays, Inc. (?the Company?) had two classes of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), our common stock, par value $0.001 per share (?Common Stock?), and a registered class

March 24, 2022 EX-14.1

SurgePays, Inc. Code of Ethics and Business Conduct

Exhibit 14.1 SurgePays, Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of SurgePays, Inc. (together with its subsidiaries, the ?Company?) has adopted this Code of Ethics and Business Conduct (the ?Code?) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accur

March 24, 2022 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada Surge Logics Inc . Nevada True Wireless, Inc. Oklahoma Surge Payments, LLC Nevada Surgephone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada ECS Prepaid, LLC Missouri Central States Legal Services, Inc. Missour

February 1, 2022 EX-99.1

SurgePays Issues Summary Shareholder Letter - Providing Preliminary 2021 Financial Results and Initial Outlook for 2022 -

Exhibit 99.1 SurgePays Issues Summary Shareholder Letter - Providing Preliminary 2021 Financial Results and Initial Outlook for 2022 - BARTLETT, TN, February 1, 2022 ? SurgePays, Inc. (Nasdaq: SURG) (?SurgePays? or the ?Company?), a fintech company providing essential financial services and prepaid products to the underbanked and underserved, today issued a letter to shareholders from its Chairman

February 1, 2022 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): February 1, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File

January 11, 2022 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 11, 2022 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File

January 11, 2022 EX-99.1

SurgePays Details Significant Growth in Mobile Broadband Subscribers - 73% month over month Growth in December -

Exhibit 99.1 SurgePays Details Significant Growth in Mobile Broadband Subscribers - 73% month over month Growth in December - BARTLETT, TN, January 11, 2022 ? SurgePays, Inc. (Nasdaq: SURG) (?SurgePays? or the ?Company?), a fintech company providing essential financial services and prepaid products to the underbanked and underserved, announced over 70% month over month revenue growth in its mobile

December 23, 2021 EX-10.1

Resolution of Purchase, Mutual Release, and Settlement Agreement, by and among, SurgePays, Inc. and Parties Listed Therein, dated December 22, 2021

Exhibit 10.1 RESOLUTION OF PURCHASE, MUTUAL RELEASE, AND SETTLEMENT AGREEMENT This Resolution of Purchase, Mutual Release, and Settlement Agreement (?Agreement?) is entered into and effective as of the date the last party hereto executes this Agreement (the ?Effective Date?), by and among Stanley Hills, LLC, a Nevada limited liability company (?Stanley?), together with AltCorp Trading, LLC, a Cost

December 23, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 22, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

November 17, 2021 8-K

Unregistered Sales of Equity Securities

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): November 11, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40992 SURGEP

November 5, 2021 EX-4.2

Warrant Agency Agreement between SurgePays, Inc. and VStock Transfer, LLC, dated November 4, 2021

Exhibit 4.2 SURGEPAYS, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of November 4, 2021 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of November 4, 2021 (?Agreement?), between SurgePays, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?), and VStock Transfer, LLC, a corporation organized under the laws of Californ

November 5, 2021 EX-3.1

Certificate of Amendment, filed November 1, 2021

Exhibit 3.1

November 5, 2021 EX-1.1

Underwriting Agreement between SurgePays, Inc. and Maxim Group LLC, dated November 1, 2021

Exhibit 1.1 SURGEPAYS, INC. UNDERWRITING AGREEMENT November 1, 2021 Maxim Group LLC 405 Lexington Avenue New York, New York 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: SurgePays, Inc., a Nevada corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 4,600,000 units (the ?Units?), wi

November 5, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events

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): November 1, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File

November 5, 2021 EX-99.1

SurgePays Announces Pricing of Upsized $19.8 Million Public Offering, Uplisting to Nasdaq and Reverse Stock Split

Exhibit 99.1 SurgePays Announces Pricing of Upsized $19.8 Million Public Offering, Uplisting to Nasdaq and Reverse Stock Split BARTLETT, Tenn., November 1, 2021 ? SurgePays, Inc. (OTCQB: SURG) (?SurgePays? or the ?Company?), a blockchain fintech company building a next generation supply chain network that offers wholesale goods and financial services for the underbanked more cost efficiently than

November 5, 2021 EX-4.1

Form of Underwriter’s Warrants

Exhibit 4.1 THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) M

November 5, 2021 EX-99.2

SurgePays Announces Closing of Upsized $19.8 Million Public Offering, Uplisting to Nasdaq and Reverse Stock Split

Exhibit 99.2 SurgePays Announces Closing of Upsized $19.8 Million Public Offering, Uplisting to Nasdaq and Reverse Stock Split BARTLETT, Tenn., November 4, 2021 ? SurgePays, Inc. (NASDAQ: SURG, SURGW) (?SurgePays? or the ?Company?), a blockchain fintech company building a next generation supply chain network that offers wholesale goods and financial services for the underbanked more cost efficient

November 3, 2021 424B4

SURGEPAYS, INC. 4,600,000 Units

PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration Nos. 333-233726 and 333-260672 SURGEPAYS, INC. 4,600,000 Units This is a firm commitment underwritten public offering of 4,600,000 units (the ?Units?), at a public offering price of $4.30 per Unit, of SurgePays, Inc., a Nevada corporation (the ?Company,? ?we,? ?us,? ?our?). Each Unit consists of one share of Common Stock, par value $0.001 pe

November 1, 2021 8-A12B

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 SURGEPAYS, INC. (Exact name of registrant as specified in its charter) Nevada 98-0550352 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3124 B

November 1, 2021 S-1MEF

As filed with the Securities and Exchange Commission on November 1, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SURGEPAYS, INC. (Exact name of registrant as s

As filed with the Securities and Exchange Commission on November 1, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 28, 2021 CORRESP

MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, New York 10022

MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, New York 10022 October 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

October 28, 2021 CORRESP

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 October 28, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Registration Statement on Form S-1 (File No. 333-233726) Ladies and Gentlemen: In accordance with Rule 461 of the Securities Act of 1933, as amended,

October 21, 2021 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 SURGEPAYS, INC. UNDERWRITING AGREEMENT [ ], 2021 Maxim Group LLC 405 Lexington Avenue New York, New York 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: SurgePays, Inc., a Nevada corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] units (the ?Units?), with each Unit

October 21, 2021 EX-10.41

Form of Underwriter’s Warrant

Exhibit 10.41 THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I)

October 21, 2021 EX-3.5

Certificate of Amendment to Articles of Incorporation filed June 30, 2015

Exhibit 3.5

October 21, 2021 EX-10.38

Form of Warrant Agent Agreement and Form of Warrant

Exhibit 10.38 SURGEPAYS, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of October [ ], 2021 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of October [ ], 2021 (?Agreement?), between SurgePays, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?), and VStock Transfer, LLC, a corporation organized under the laws of [ ]

October 21, 2021 EX-3.6

Certificate of Amendment to Articles of Incorporation filed October 10, 2017

Exhibit 3.6

October 21, 2021 EX-3.2

Articles of Merger filed July 25, 2008

Exhibit 3.2

October 21, 2021 EX-10.40

Form of Conversion Agreement for Series “C” Convertible Preferred Stock

Exhibit 10.40 October , 2020 To the Members of the Board of Directors of SurgePays, Inc. I, , of SurgePays, Inc. (the ?(Company?), currently own shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share (the ?Series C Preferred Stock?). I understand my shares of Series C Preferred Stock are convertible into a total of shares of common stock of the Company, par value

October 21, 2021 CORRESP

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 October 21, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed October 8, 2021 File No. 333-233726 Dear Ms. Wirth: By letter dated October 19, 2021, the

October 21, 2021 EX-3.7

Certificate of Amendment to Articles of Incorporation filed December 21, 2017

Exhibit 3.7

October 21, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on October 21, 2021

As filed with the U.S. Securities and Exchange Commission on October 21, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 6 ) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorporat

October 8, 2021 CORRESP

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 October 8, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed September 22, 2021 File No. 333-233726 Dear Ms. Wirth: By letter dated October 4, 2021, th

October 8, 2021 EX-10.39

Settlement Agreement by and between SurgePays and Centercom

Exhibit 10.39 SETTLEMENT AGREEMENT This Settlement Agreement (this ?Agreement?) is dated as of October 5, 2021, by and between SURGEPAYS, INC., a Nevada corporation (?Surge?), and CENTERCOM GLOBAL, S.A. DE C.V., an El Salvadoran company (?Centercom?), (?Surge? and ?Centercom? are hereinafter collectively referred to as ?Parties?). R E C I T A L S WHEREAS, Surge has an outstanding account receivabl

October 8, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on October 8, 2021

As filed with the U.S. Securities and Exchange Commission on October 8, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 5) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorporatio

September 22, 2021 CORRESP

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 September 22, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. (formerly known as Surge Holdings, Inc.) Amendment No. 3 to Registration Statement on Form S-1 Filed August 2, 2021 File No. 333-233726 Dear Ms. Wi

September 22, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on September 22, 2021

As filed with the U.S. Securities and Exchange Commission on September 22, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 4) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorpora

September 22, 2021 EX-99.1

Audit Committee Charter

Exhibit 99.1 SURGEPAYS, INC. AUDIT COMMITTEE CHARTER There shall be a Committee of the Board of Directors (the ?Board?) of SurgePays, Inc. (the ?Corporation? or ?Company?) to be known as the Audit Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of the Committee. The primary purpose of the Committee is to assist the Board in fulfilli

September 22, 2021 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries ? SurgePays, Inc. ? Surge Payments, LLC (NV) ? Surge Blockchain, LLC (NV) ? LogicsIQ, Inc. (f/k/a Surge Logics, Inc.) (NV) ? Injury Survey, LLC (NV) ? KSIX, LLC (NV) ? Digitized IQ, LLC (IL) ? SurgePhone Wireless, LLC (NV) ? SurgePays Fintech, Inc. (NV) ? ECS Prepaid, LLC (MO) ? Central States Legal Services, Inc. (MO) ? Electronic Check Services, Inc. (MO) ? KSIX

September 22, 2021 EX-10.36

Form of On Demand Promissory Note issued by the Company in favor of SMDMM Funding, LLC

Exhibit 10.36 ON DEMAND PROMISSORY NOTE $ 67,500 SMDMM FUNDING, LLC November 4, 2020 Amount Lender Date FOR VALUE RECEIVED, the Undersigned acknowledges that he is indebted to the Lender in the amount stated herein and promises to pay on demand to the order of SMDMM Funding, LLC a Wyoming limited liability company, with its principal place of business at 3124 Brother Blvd. Ste 104 Bartlett, TN 381

September 22, 2021 EX-99.3

Nominating and Corporate Governance Committee Charter

Exhibit 99.3 SURGEPAYS, INC. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER There shall be a Committee of the Board of Directors (the ?Board?) of SurgePays, Inc. (the ?Company?) to be known as the Nominating and Corporate Governance Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of the Committee. The purpose of the Committee

September 22, 2021 EX-99.2

Compensation Committee Charter

Exhibit 99.2 SURGEPAYS, INC. COMPENSATION COMMITTEE CHARTER There shall be a Committee of the Board of Directors (the ?Board?) of SurgePays, Inc. (the ?Company?) to be known as the Compensation Committee (the ?Committee?) with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of the Committee. The purposes of the Committee shall be to: (1) oversee the Company?s

September 22, 2021 EX-10.37

Debt Conversion Agreement by and between the Company and SMDMM Funding, LLC, dated September 20, 2021

Exhibit 10.37 DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (the ?Agreement?) is made and entered into effective as of September 20, 2021, by and between SurgePays, Inc. a Nevada corporation (the ?Company?) and SMDMM Funding, LLC, a Wyoming limited liability company (?SMDMM?). WHEREAS, Mr. Kevin Brian Cox, the Chief Executive Officer and Chairman of the Company, is the Manager of SMDMM;

August 20, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SURGEPAYS,

August 17, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52522 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period

August 2, 2021 CORRESP

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 August 2, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. (formerly known as Surge Holdings, Inc.) Amendment No. 2 to Registration Statement on Form S-1 Filed June 21, 2021 File No. 333-233726 Dear Ms. Wirth:

August 2, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on August 2, 2021

As filed with the U.S. Securities and Exchange Commission on August 2, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorporation

June 21, 2021 EX-10.1

Stock Purchase Agreement, dated May 7, 2021, by and between SurgePays, Inc., a Nevada corporation and Blue Skies Connections, LLC, an Oklahoma limited liability company

Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this ?Agreement?), dated as of May 7, 2021, is entered into between SurgePays, Inc., a Nevada corporation (?Seller?), and Blue Skies Connections, LLC, an Oklahoma limited liability company (?Buyer?). RECITALS WHEREAS, Seller owns all of the issued and outstanding shares of common stock, par value $0.001 (the ?Shares?), of True Wi

June 21, 2021 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

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.

June 18, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on June 17, 2021

As filed with the U.S. Securities and Exchange Commission on June 17, 2021 Registration No. 333-233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorporation

June 17, 2021 CORRESP

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133

SURGEPAYS, INC. 3124 BROTHER BLVD. SUITE 410 BARTLETT, TN 38133 June 17, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: SurgePays, Inc. (formerly known as Surge Holdings, Inc.) Amendment No. 1 to Registration Statement on Form S-1 Filed February 16, 2021 File No. 333-233726 Dear Ms. Wirt

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SURGEP

April 23, 2021 DEF 14C

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement SURGEPAYS, INC.

April 9, 2021 PRE 14C

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement SURGEPAYS, INC.

April 2, 2021 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries State of Incorporation KSIX Media, Inc. Nevada KSIX, LLC Nevada Surge Blockchain, LLC Nevada DigitizeIQ, LLC Illinois Surge Cryptocurrency Mining, Inc., Nevada Surge Logics Inc . Nevada True Wireless, Inc. Oklahoma Surge Payments, LLC Nevada Surgephone Wireless, LLC Nevada SurgePays Fintech, Inc. Nevada

April 2, 2021 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52522 SURGEPAYS, INC. (Exact Name of Registrant as

April 1, 2021 NT 10-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52522 CUSIP NUMBER (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended:Dece

March 23, 2021 8-K

Other Events

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): March 23, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N

March 22, 2021 8-K

Other Events

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): March 22, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N

March 19, 2021 8-K

Other Events

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): March 19, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N

March 18, 2021 8-K

Other Events

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): March 18, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N

March 17, 2021 8-K

Other Events

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): March 17, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N

March 16, 2021 EX-10.1

Securities Purchase Agreement, dated March 8, 2021, by and between SurgePays, Inc. and Evergreen Capital Management, LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 8, 2021, between SurgePays, Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set forth

March 16, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): March 8, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (

March 16, 2021 EX-4.1

15% OID Convertible Promissory Note, dated March 8, 2021, in the principal amount of $2,300,000, issued to Evergreen Capital Management LLC

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

March 16, 2021 EX-4.2

Warrant, dated March 8, 2021, issued to Evergreen Capital Management LLC

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

March 15, 2021 8-K

Other Events

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): March 11, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File N

March 11, 2021 EX-10.1

2021 Employee/Professional/Consultant Stock Compensation Plan

Exhibit 10.1 SURGEPAYS, INC. 2021 EMPLOYEE/PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to provide compensation in the form of shares of Common Stock, par value $0.001 per share, of SurgePays, Inc. (the ?Company?) to eligible employees, professionals, advisors, and consultants that have previously rendered services or that will render services during the

March 11, 2021 S-8

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As filed with the Securities and Exchange Commission on March 11, 2021 Registration No.

March 1, 2021 8-K

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

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): February 23, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

February 18, 2021 8-K

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

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): February 11, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

February 16, 2021 S-1/A

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As filed with the U.S. Securities and Exchange Commission on February 12, 2021 Registration No. 333- 233726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT Under The Securities Act of 1933 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorpora

February 16, 2021 EX-10.33

Stock Purchase Agreement for Digitize IQ LLC, dated January 25, 2021, by and between SurgePays, Inc. and LogicsIQ, Inc.

Exhibit 10.33 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this ?Agreement?), dated as of January 22, 2021, is entered into SURGEPAYS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Seller?), and SURGE LOGICS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Buyer?). WHEREAS, Seller owns 100 units,

February 16, 2021 EX-10.35

Commercial Lease Agreement, dated July 10, 2019, by and between CardDawg Investments, LLC and Surge Holdings, Inc.

Exhibit 10.35 COMMERCIAL LEASE AGREEMENT This Commercial Lease Agreement (?Agreement?) is entered into this 10th day of July 2019 by and between CardDawg Investments, LLC, a Tennessee limited liability company with a mailing address at 3124 Brother Boulevard, Suite 104, Bartlett, TN 38133-3900 (?Landlord?), and Surge Holdings, Inc, a Tennessee limited liability company with its principal business

February 16, 2021 EX-10.31

Office Lease, dated May 5, 2020, by and between Woodfield Financial Center LLC and Surge Holdings Inc.

Exhibit 10.31 OFFICE LEASE BETWEEN Woodfield Financial Center LLC, Landlord and SURGE HOLDINGS INC, Tenant 1375 E Woodfield Road, Schaumburg IL 60173 Suites 410 TABLE OF CONTENTS PAGE 1. Definitions. 3 2. Lease Grant/Possession. 6 3. Use. 7 4. Rent. 7 5. Security Deposit. 8 6. Services to be furnished by Landlord. 8 7. Leasehold Improvements; Tenant?s Property. 9 8. Signage. 10 9. Maintenance, Rep

February 16, 2021 EX-21.1

List of Subsidiaries

EX-21.1 8 ex21-1.htm Exhibit 21.1 ● SurgePays, Inc. ● Surge Payments, LLC (NV) ● Surge Blockchain, LLC (NV) ● True Wireless, Inc. (OK) ● Surge Logics, Inc. (NV) ● Injury Survey, LLC (NV) ● KSIX, LLC (NV) ● Digitized IQ, LLC (IL) ● SurgePhone Wireless, LLC (NV) ● SurgePays Fintech, Inc. (NV) ● ECS Prepaid, LLC (MO) ● Central States Legal Services, Inc. (MO) ● Electronic Check Services, Inc. (MO) ●

February 16, 2021 EX-10.32

Master Services Agreement by and between Surge Pays, Inc. and Glass Mountain BPO, dated January 1, 2021

Exhibit 10.32 MASTER SERVICES AGREEMENT This Master Services Agreement (this ?Agreement?) is made and entered into January 1st, 2021 (?Effective Date?), by and between Surge Pays, Inc., whose principal place of business is 3124 Brother Blvd., Suite 104 Bartlett, TN 38133 (?Company?), and Glass Mountain BPO, whose principal place of business is Boulevard Orden de Malta y Calle Conchagua Poniente, E

February 16, 2021 EX-10.30

Shared Services Agreement dated January 26, 2021, by and between SurgePays, Inc. and LogicsIQ, Inc.

Exhibit 10.30 SHARED SERVICES AGREEMENT among SurgePays, Inc. and Surge Logics, Inc. SHARED SERVICES AGREEMENT This SHARED SERVICES AGREEMENT (?Agreement?) is entered into as of [Date], to be effective as of [Date] (the ?Effective Date?), by and among (a) SurgePays, Inc., a Nevada corporation (?SurgePays?), on behalf of itself and the other SurgePays Parties (as defined herein), and (b) Surge Logi

February 16, 2021 EX-10.34

Stock Purchase Agreement for KSIX LLC, dated January 25, 2021, by and between SurgePays, Inc. and LogicsIQ, Inc

Exhibit 10.34 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this ?Agreement?), dated as of January 22, 2021, is entered into SURGEPAYS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Seller?), and SURGE LOGICS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the ?Buyer?). WHEREAS, Seller owns 100 units,

January 25, 2021 EX-10.1

Mutual Release and Settlement Agreement, dated January 1, 2021, between SurgePays, Inc., AltCorp Trading, LLC, and Stanley Hills, LLC

Exhibit 10.1 MUTUAL RELEASE AND SETTLEMENT AGREEMENT This Mutual Release and Resolution Agreement (“Agreement”) is entered into and effective as of the date the last party hereto executes this Agreement (the “Effective Date”), by and among Stanley Hills, LLC, a Nevada limited liability company (“Stanley”), together with AltCorp Trading, LLC, a Costa Rica limited liability company (“AltCorp”) and S

January 25, 2021 8-K

Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

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 19, 2021 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File

November 16, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SU

November 5, 2020 EX-3.1

Certificate of Amendment to Articles of Incorporation filed October 29, 2020

Exhibit 3.1

November 5, 2020 8-K

Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year -

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): October 29, 2020 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission File

August 14, 2020 EX-10.7

Form Warrant, dated May 29, 2020

Exhibit 10.7 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STAT

August 14, 2020 EX-10.5

Form Securities Purchase Agreement, dated May 29, 2020

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2020, is entered into by and between Surge Holdings, Inc., a Nevada corporation, (the “Company”), and LGH Investments, LLC, a Wyoming limited liability company (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption fro

August 14, 2020 EX-10.4

Paycheck Protection Program Note, dated April 18, 2020, issued to Bank 3

Exhibit 10.4

August 14, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SURGE H

August 14, 2020 EX-10.6

Form Promissory Note, dated May 29, 2020

Exhibit 10.6 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

June 29, 2020 EX-10.1

Exchange Agreement between Surge Holdings, Inc. and AltCorp Trading LLC, dated June 23, 2020

Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), AltCorp Trading LLC (the “Investor”) and consented and agreed to by GBT Technologies, Inc, the parent company of the Investor. In addition to the terms defined elsewhere in this Agreement, certain te

June 29, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 23, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fi

June 29, 2020 EX-10.3

Stock Cancellation Agreement between Surge Holdings, Inc. and Yossi Attia, dated June 23,2020

Exhibit 10.3 STOCK CANCELLATION AGREEMENT This STOCK CANCELLATION AGREEMENT (this “Agreement”), dated June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), and Yossi Attia individually (the “Shareholder”). Company and the Shareholder are also hereinafter individually and jointly referred to as “Party” and/or “Parties”. RECITALS WHEREAS, th

June 29, 2020 EX-10.2

Exchange and Assignment Agreement among Surge Holdings, Inc., AltCorp Trading LLC, and Glen Eagles Acquisition LP, dated June 23, 2020

Exhibit 10.2 EXCHANGE AND ASSIGNMENT AGREEMENT THIS EXCHANGE AND ASSIGNMENT AGREEMENT (the “Agreement”) is made as of June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), AltCorp Trading LLC (“AltCorp”), Glen Eagles Acquisition LP (the “Investor”) and consented and agreed to by the parent company of AltCorp, GBT Technologies, Inc. (“GBT”)

June 22, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SURGE

May 28, 2020 EX-99.1

Surge Holdings Reports 307% Increase in Sales to $15.8 Million for the First Quarter of 2020

Exhibit 99.1 Surge Holdings Reports 307% Increase in Sales to $15.8 Million for the First Quarter of 2020 Surpasses $60 million annualized revenue run rate Memphis, TN, May 20, 2020 (GLOBE NEWSWIRE) — Surge Holdings, Inc. (OTCQB: SURG), a holding company with diverse business operations in FinTech, Telecommunications and Media, today reported preliminary sales results for the first quarter ended M

May 28, 2020 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 20, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

May 15, 2020 8-K

Other Events

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): May 15, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fil

May 12, 2020 EX-10.17

Form Promissory Note, dated March 5, 2020

Exhibit 10.17 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

May 12, 2020 EX-10.15

Form Promissory Note, dated February 3, 2020

Exhibit 10.15 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

May 12, 2020 EX-10.22

Promissory Note, issued by Surge Holdings, Inc. to AN Holdings, LLC on April 24, 2020

Exhibit 10.22 PROMISSORY NOTE $ 100,000 AN Holdings, LLC April 24, 2020 Amount Lender Date FOR VALUE RECEIVED, the Undersigned acknowledges that he is indebted to the Lender in the amount stated herein and promises to pay on or before the date specified to the order of AN Holdings, LLC (the “Lender”), the principal sum of one hundred thousand dollars ($100,000) together with interest thereon from

May 12, 2020 EX-10.14

Form Securities Purchase Agreement, dated February 3, 2020

Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 3, 2020, by and between SURGE HOLDINGS, INC., a Nevada corporation, with headquarters located at 3124 Brother Blvd, Suite 104, Bartlett, TN 38133 (the “Company”), and , with its address at (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agree

May 12, 2020 EX-10.18

Guaranty Agreement

Exhibit 10.18 GUARANTY In consideration of the sum of One Dollar ($1.00) to the undersigned, Kevin Brian Cox, in hand paid, receipt whereof is hereby acknowledged, and in further consideration of the total $300,000.00 of funds of Dennis Winfrey held in the bank accounts owned by ECS Prepaid, LLC, Electronic Check Services, Inc., a Missouri corporation and Central States Legal Services, Inc., a Mis

May 12, 2020 EX-10.11

Stock Purchase Agreement by and among Surge Holdings, Inc., Electronic Check Services, Inc., Central States Legal Services, Inc., Dennis R. Winfrey, and Peggy S. Winfrey

Exhibit 10.11 STOCK PURCHASE AGREEMENT BY AND AMONG SURGE HOLDINGS, INC., ELECTRONIC CHECK SERVICES, INC., CENTRAL STATES LEGAL SERVICES, INC. DENNIS R. WINFREY, AND PEGGYS.WINFREY Dated as of January [ ], 2020 THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January [ ], 2020 and effective as of October 1, 2019, by and among Surge Holdings, Inc., a Nevada corporatio

May 12, 2020 EX-10.20

Form Promissory Note, dated March 13, 2020

Exhibit 10.20 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

May 12, 2020 EX-10.16

Form Securities Purchase Agreement, dated March 5, 2020

Exhibit 10.16 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 5, 2020, by and between SURGE HOLDINGS, INC., a Nevada corporation, with headquarters located at 3124 Brother Blvd, Suite 104, Bartlett, TN 38133 (the “Company”), and , with its address at (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreemen

May 12, 2020 EX-10.10

Membership Interest Purchase Agreement by and among Surge Holdings, Inc., ECS Prepaid, LLC, Dennis R. Winfrey, and Peggy S. Winfrey

Exhibit 10.10 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SURGE HOLDINGS, INC., ECS PREPAID, LLC, DENNIS R. WINFREY, AND PEGGY S. WINFREY Dated as of January [ ], 2020 THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January [ ], 2020 and effective as of October 1, 2019, by and among Surge Holdings, Inc., a Nevada corporation (the “Purchaser”),

May 12, 2020 EX-10.13

Form Promissory Note, dated January 29, 2020

Exhibit 10.13 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

May 12, 2020 EX-10.19

Form Securities Purchase Agreement, dated March 13, 2020

Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 13, 2020, by and between SURGE HOLDINGS, INC., a Nevada corporation, with headquarters located at 3124 Brother Blvd, Suite 104, Bartlett, TN 38133 (the “Company”), and (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon th

May 12, 2020 EX-10.21

Employment Agreement, dated March 1, 2020, by and between Surge Holdings, Inc. and Anthony Evers

Exhibit 10.21 SURGE HOLDINGS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), effective as of March 1, 2020 (the “Effective Date”), is made by and between Surge Holdings, Inc. (the “Company”), and Anthony George Evers (the” Executive”) (collectively referred to herein as the “Parties”). WHEREAS the Company desires to assure itself of the services of the Executive by engaging

May 12, 2020 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2019 [ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file number: 000-52522 SURGE HOLDINGS, INC. (Exact name of

May 12, 2020 EX-10.12

Form Securities Purchase Agreement, dated January 29, 2020

Exhibit 10.12 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 29, 2020, by and between SURGE HOLDINGS, INC., a Nevada corporation, with headquarters located at 3124 Brother Blvd, Suite 104, Bartlett, TN 38133 (the “Company”), and , with its address at, (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agre

May 5, 2020 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 20, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission F

April 3, 2020 EX-99.1

Surge Holdings Announces Appointment of Senior Finance Executive Anthony Evers as Chief Financial Officer

Exhibit 99.1 Surge Holdings Announces Appointment of Senior Finance Executive Anthony Evers as Chief Financial Officer Memphis, TN, March 30, 2020 (GLOBE NEWSWIRE) — Surge Holdings, Inc. (“Surge”) (OTCQB: SURG), developer of the SurgePays™ Marketplace Network for convenience stores, bodegas and community markets that provide products to the underbanked, today announced the appointment of Anthony E

April 3, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): March 30, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission F

April 3, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 1, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fi

March 30, 2020 8-K

Other Events

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): March 30, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission F

March 12, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 6, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fi

March 10, 2020 8-K

Other Events

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): March 6, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission Fi

February 21, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): November 22, 2019 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commissio

February 21, 2020 8-K

Other Events

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 15, 2020 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission

November 25, 2019 10-Q/A

SURG / Surge Holdings, Inc. 10-Q/A - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

November 15, 2019 EX-10.1

Promissory Note, issued by Surge Holdings, Inc. to Jack D, and Vanessa J. Mitchell on November 4, 2019

PROMISSORY NOTE $ 250000 Jack D. and Vanessa J. Mitchell November 4, 2019 Amount Lender Date FOR VALUE RECEIVED, the Undersigned acknowledges that he is indebted to the Lender in the amount stated herein and promises to pay on or before the date specified to the order of Jack D. And Vanessa J. Mitchell (the “Lender”), the principal sum of two hundred and fifty thousand dollars ($250,000) together

November 15, 2019 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): November 4, 2019 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 000-52522 98-0550352 (State or other jurisdiction of incorporation) (Commission

November 15, 2019 EX-10.2

Promissory Note, issued by Surge Holdings, Inc. to AN Holdings, LLC on November 6, 2019

PROMISSORY NOTE $ 100,000 AN Holdings, LLC November 6, 2019 Amount Lender Date FOR VALUE RECEIVED, the Undersigned acknowledges that he is indebted to the Lender in the amount stated herein and promises to pay on or before the date specified to the order of AN Holdings, LLC (the “Lender”), the principal sum of one hundred thousand dollars ($100,000) together with interest thereon from the date hereof to maturity at an annual interest rate of 15%.

November 14, 2019 10-Q

SURG / Surge Holdings, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52522 SU

November 14, 2019 EX-10.2

Convertible Promissory Note Issued by Surge Holding Inc. to GBT Technologies Inc. dated September 27, 2019

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT CONVERTIBLE PROMISSORY NOTE Effective Date: September 27, 2019 U.

November 14, 2019 EX-10.1

Asset Purchase Agreement between Surge Holdings, Inc. and GBT Technologies Inc, executed September 30, 2019

ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of September 27, 2019, is entered into by and between GBT TECHNOLOGIES INC.

October 25, 2019 10-Q/A

SURG / Surge Holdings, Inc. 10-Q/A - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numb

October 15, 2019 EX-4.2

Form of Common Stock Purchase Warrant dated October 7, 2019

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM

October 15, 2019 EX-10.1

Form Securities Purchase Agreement dated October 7, 2019

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 7, 2019 (the “Effective Date”), by SURGE HOLDINGS, INC., a Nevada corporation, with headquarters located at 3124 Brother Blvd, Suite 104, Bartlett, Tennessee 38133 (the “Company”), and each buyer identified on the signature pages hereto (each, including it successors and assigns, a

October 15, 2019 EX-4.1

Form of Convertible Promissory Note dated October 7, 2019

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

October 15, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2019 Surge Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-52522 98-0550352 (State or Other Jurisdiction of Incorporation) (Commission File

October 7, 2019 SC 13G

SURG / Surge Holdings, Inc. / Lorio Sidney J Jr Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SURGE HOLDINGS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 50116D 107 (CUSIP Number) March 14, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

October 2, 2019 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities

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 EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2019 Surge Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-52522 98-0550352 (State or Other Jurisdiction of Incorporation) (Commission F

September 18, 2019 DEL AM

SURG / Surge Holdings, Inc. DEL AM - -

Surge Holdings, Inc. 3124 Brother Blvd, Suite 104 Bartlett, TN 38133 September 18, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Surge Holdings, Inc. Registration Statement on Form S-1 (File No. 333-233726) Ladies and Gentlemen: Reference is made to the registration statement on Form S-1 (File No. 333-233726) filed w

September 12, 2019 EX-3.5

Amendment to Certificate of Designation for Series A Convertible Preferred Stock

September 12, 2019 EX-10.3

Asset Purchase Agreement, dated December 31, 2018, by and between Surge Cryptocurrency Mining, Inc. and DataWolf Technology Centers, LLC

ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is entered into as of December 31, 2018 by and among Surge Cryptocurrency Mining, Inc.

September 12, 2019 EX-10.1

Employment Agreement, dated January 1, 2019, by and between Surge Holdings, Inc. and Carter M. Matzinger

SURGE HOLDINGS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), effective as of January 1, 2019 (the “Effective Date”), is made by and between Surge Holdings, Inc. (the “Company”), and Carter Matzinger (the “Executive”) (collectively referred to herein as the “Parties”). WHEREAS, the Company desires to assure itself of the services of the Executive by engaging the Executive

September 12, 2019 EX-21.1

List of Subsidiaries

Exhibit 21.1 Surge Holdings, Inc. List of Subsidiaries As of September 11, 2019 Entity Name Ksix Media, Inc. Ksix, LLC Surge Blockchain, LLC DigitizeIQ, LLC Surge Cryptocurrency Mining, Inc. Surge Logics Inc True Wireless, Inc.

September 12, 2019 S-1

SURG / Surge Holdings, Inc. S-1 - Registration Statement -

As filed with the U.S. Securities and Exchange Commission on September 12, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 SURGE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 7310 98-0550352 (State or Other Jurisdiction of Incorporation or Organization)

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