SurgePays, Inc. Files 8-K for Material Agreement

Ticker: SURG · Form: 8-K · Filed: Oct 16, 2024 · CIK: 1392694

Surgepays, Inc. 8-K Filing Summary
FieldDetail
CompanySurgepays, Inc. (SURG)
Form Type8-K
Filed DateOct 16, 2024
Risk Levelmedium
Pages4
Reading Time4 min
Key Dollar Amounts$1 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, filing, telecommunications

Related Tickers: SURG

TL;DR

SURG signed a big deal, filing shows. Could be a game-changer.

AI Summary

On October 10, 2024, SurgePays, Inc. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. SurgePays, Inc. is incorporated in Nevada and operates in the telecommunications sector.

Why It Matters

This 8-K filing indicates a significant new development or contract for SurgePays, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not yet fully detailed in the provided excerpt.

Key Numbers

  • 2024-10-10 — Report Date (Earliest event reported)

Key Players & Entities

  • SurgePays, Inc. (company) — Registrant
  • October 10, 2024 (date) — Date of earliest event reported
  • Nevada (jurisdiction) — State of incorporation
  • 001-40992 (identifier) — SEC File Number
  • 98-0550352 (identifier) — IRS Number

FAQ

What is the nature of the material definitive agreement entered into by SurgePays, Inc. on October 10, 2024?

The provided excerpt does not specify the details of the material definitive agreement, only that one was entered into on October 10, 2024.

What are the primary business activities of SurgePays, Inc. based on the SIC code?

SurgePays, Inc. operates in TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) as indicated by its SIC code [4813].

When was SurgePays, Inc. incorporated?

SurgePays, Inc. is incorporated in Nevada.

What is the SEC file number for SurgePays, Inc.?

The SEC file number for SurgePays, Inc. is 001-40992.

What former company names has SurgePays, Inc. had?

SurgePays, Inc. was formerly known as Surge Holdings, Inc. (name change 20180102), KSIX Media Holdings, Inc. (name change 20150728), and North American Energy Resources, Inc. (name change 20150528).

Filing Stats: 1,105 words · 4 min read · ~4 pages · Grade level 14.3 · Accepted 2024-10-16 09:01:04

Key Financial Figures

  • $1 million — r the Agreement, the Company has placed $1 million in an escrow account as partial conside

Filing Documents

From the Filing

UNITED 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 Number) (IRS Employer Identification No.) 3124 Brother Blvd , Suite 104 Bartlett TN 38133 (Address of principal executive offices, including zip code) (901) 302-9587 (Registrant's telephone number, including area code) Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock SURG The Nasdaq Stock Market LLC Common Stock Purchase Warrants SURGW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On October 10, 2024, SurgePays, Inc., a Nevada corporation (the " Company "), announced that it had signed a Master Services Agreement (the " MSA ") with TerraCom, Inc. (" TerraCom "), a wireless service provider and licensed Lifeline Program (the " Program ") provider under the Federal Communications Commission, effective October 3, 2024. Pursuant to the MSA, the Company will act as a contractor to TerraCom for the identification and enrollment of potential customers who may be eligible for telecommunications and internet services offered under the Program. The Company in return for these services shall receive from TerraCom the actual revenue received by TerraCom on behalf of the enrolled customers, less a monthly transaction fee. Additionally, as contemplated by the MSA, the Company and TerraCom are negotiating a stock purchase agreement (the " Agreement "), under which the Company intends to purchase a majority holding in TerraCom. As part of the ongoing negotiations for the Agreement, the Company has placed $1 million in an escrow account as partial consideration for the payment of TerraCom shares pursuant to the potential Agreement, which will be returned to the Company if the Agreement is not entered into and closed by the timing as set forth in MSA. The MSA will have an initial term of 90 days from October 3, 2024, and may be extended by mutual agreement of the Company and TerraCom. In the event the MSA terminates without renewal or for-cause after the expiration of the Term, the Company and TerraCom will service the customers per the terms of the MSA, with the ability for the Company to work to move up to 50% of subscribed customers to an alternative Program provider. For any such customers who continue to be serviced by the Company for subscription in the Program with TerraCom, the Company will be entitled to receive reimbursement for the wireless service costs and top-up revenue with respect to such customers. The MSA contains customary terms, conditions, and agreements by the Company, indemnification obligations of the Company, other obligations of the parties, and termination provisions. A copy of the MSA is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the MSA is qualified in its entirety by such exhibit. This Current Report contains express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and may contain projections of our future results of operations or of our financial information or state other forward-looking information. In some cases, you can identify forward-look

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