SurgePays, Inc. 8-K

What Happened SurgePays, Inc. announced an underwritten public offering governed by an Underwriting Agreement with R.F. Lafferty & Co., Inc. The company agreed to sell 2,000,000 shares of common stock at $1.25 per share for gross proceeds of approximately $2.5 million, with the offering expected to close on January 22, 2026, subject to customary conditions. SurgePays also granted the underwriter a 45‑day option to buy up to an additional 300,000 shares to cover over‑allotments.

Key Details

• Offering size: 2,000,000 shares at $1.25 per share; gross proceeds ≈ $2.5 million (before underwriting discounts, commissions, and expenses).
• Overallotment option: underwriter may purchase up to 300,000 additional shares within 45 days.
• Underwriter compensation: Representative’s Warrants equal to 3.0% of total Shares sold; exercise price = 110% of the public offering price; exercisable 6 months after closing and expire 5 years after commencement of sales.
• Lock‑ups and ROFR: company directors and officers agreed to 180‑day lock‑ups; company agreed not to issue certain securities for 180 days without underwriter consent; underwriter has a 3‑month right of first refusal to act as lead underwriter/placement agent on future financings.
• Use of proceeds: expansion of the company’s Lifeline business, plus working capital and general corporate purposes.
• Related update: a Jan 20, 2026 prospectus supplement amended the company’s prior “at‑the‑market” (ATM) program with Titan Partners Group LLC to reflect an offering price of up to $1 per share, excluding shares with aggregate sales price of $1,775,390.79 sold through Jan 20, 2026.

Why It Matters This filing shows SurgePays is raising capital to fund growth in its Lifeline business and support operations. The deal dilutes existing shareholders by the number of shares issued (and potentially by the overallotment), and grants the underwriter warrants and temporary control over follow‑on issuances (through lock‑ups and a short right of first refusal). Investors should note the timing (expected close Jan 22, 2026), the dilution mechanics, and that the offering proceeds are intended for expansion and working capital rather than immediate debt repayment. The transaction was filed under an effective Form S‑3 registration and includes customary representations, indemnities and exemptions for the unregistered warrants.