SurgePays, Inc. 8-K

What Happened

• SurgePays, Inc. filed an 8-K on March 24, 2026 reporting that Nasdaq sent two listing deficiency notices: an MVLS (minimum market value of listed securities) notice on March 18, 2026 and a bid-price notice on March 23, 2026. The company has 180 days to regain compliance: until September 14, 2026 for the MVLS requirement and until September 21, 2026 for the $1.00 minimum bid price requirement.
• The filing also reports that on or about March 23, 2026 the company issued 800,000 shares of common stock to CEO and Chairman Brian Cox at $1.25 per share to satisfy a $1,000,000 debt under a promissory note dated on or about March 12, 2024. The shares were issued with a restrictive legend and under exemptions to registration (Section 4(a)(2) and Rule 506(b)).

Key Details

• Nasdaq notices: MVLS deficiency notice received March 18, 2026; bid-price deficiency notice received March 23, 2026.
• Compliance windows: 180 days to cure MVLS (through Sept 14, 2026) and 180 days to cure bid price (through Sept 21, 2026); Nasdaq will consider compliance met if each metric closes at required level for 10 consecutive business days.
• Share issuance: 800,000 shares issued to Brian Cox at $1.25/share, satisfying $1,000,000 owed under a March 12, 2024 promissory note.
• Issuance terms: Shares carry a standard restrictive legend and were issued under private placement exemptions (Section 4(a)(2) and Rule 506(b)).

Why It Matters

• The Nasdaq notices signal a risk that SurgePays could be delisted if it does not regain the required market value or $1.00 bid price within the stated cure periods. The filing lists concrete impacts of delisting for investors and the company, including reduced liquidity and trading interest, potential difficulty raising equity, limits on using registration statements to sell freely tradable securities, and potential impairment of equity-based employee incentives.
• The 800,000-share issuance increases the company’s outstanding shares and was used to settle debt owed to the CEO rather than a cash payment; the shares are restricted and were issued in a private transaction under accredited-investor exemptions.