Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 28, 2026, SurgePays, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), granting the Company an additional 180-calendar-day period, or until March 22, 2027, to regain compliance with Nasdaq’s minimum $1.00 bid price per share requirement. Nasdaq previously notified the Company of its bid price deficie…

Changes in Registrant’s Certifying Accountant. Previous Independent Accounting Firm (i) On September 16, 2026, SurgePays, Inc. (the “ Company ”) notified TAAD LLP (the “ Former Accounting Firm ”) of its dismissal as the Company’s independent registered public accounting firm. (ii) The reports of the Former Accounting Firm on the Company’s financial statements as of and for the year ended December 31, 2025 (the Former Accounting Firm did not render a report on the Company’s financial statement…

Entry into a Material Definitive Agreement. On September 7, 2026, SurgePays, Inc. (the “ Company ”) entered into an Asset Purchase Agreement (the “ Purchase Agreement ”) with GPO Plus, Inc. (“ GPO Plus ”), and ClearLine Apps, LLC, a newly formed subsidiary of GPO Plus (the “ Acquisition Subsidiary ”), pursuant to which the Acquisition Subsidiary would acquire (the “ Acquisition ”) from the Company (i) the Company’s ClearLine engagement platform, media network and related technology, functiona…

On September 10, 2026, the Company, GPO Plus and the Acquisition Subsidiary closed the Acquisition, the Company assigned the assets to the Acquisition Subsidiary, and GPO Plus issued the Preferred Shares to the Company.

Other Events. On September 2, 2026, SurgePays, Inc. (the “Company”) formed LWP-SURGE, LLC, a Wyoming limited liability company (“LWP-SURGE”), to serve as the operating vehicle for a proposed joint venture with All Prepaid, LLC, a Florida limited liability company doing business as LowWeeklyPayments (“LWP”). Articles of organization for LWP-SURGE were initiated for filing with the Wyoming Secretary of State on that date. LWP-SURGE is intended to operate a smartphone rent-to-own program through…

Regulation FD Disclosure. On August 5, 2026, SurgePays, Inc. (the “ Company ”) issued a press release announcing the formation of Redline Wireless Group, LLC (“ Redline ”), a Wyoming limited liability company established as a joint venture between the Company and one of the largest wireless master distribution organizations in the United States, to market, distribute, and support prepaid wireless services in the United States on a nationwide independent dealer footprint utilizing the Company’…

of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Disclosure Regarding Forward-Looking Inf…

of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Disclosure Regarding Forward-Looking Inf…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure provided above in

Entry into a Material Definitive Agreement. Effective as of June 16, 2026, SurgePays, Inc. (the “ Company ”) entered into a secured note purchase agreement with an investor (the “ NPA ”), pursuant to which the Company sold, and the investor purchased, a promissory note in the original principal amount of $500,000 (the “ Note ”). The NPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The NPA grants the investor a junior security in…

The Note was sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the issuance of the note did not involve a public offering.

Results of Operations and Financial Condition. On May 15, 2026, SurgePays, Inc. (the “ Company ”) issued a press release announcing its financial results for the quarter ended March 31, 2026, and the Company held a conference call to discuss the financial results. A copy of the press release is furnished as Exhibit 99.1 to this report, and a transcript of the conference call is furnished as Exhibit 99.2 to the report. In accordance with General Instruction B.2 of Form 8-K, the information in…

Results of Operations and Financial Condition. On April 14, 2026, 2025, SurgePays, Inc. (the “ Company ”) issued a press release announcing its financial results for the year ended December 31, 2025, and the Company held a conference call to discuss the financial results. A copy of the press release is furnished as Exhibit 99.1 to this report, and a transcript of the conference call is furnished as Exhibit 99.2 to the report. In accordance with General Instruction B.2 of Form 8-K, the informa…

Unregistered Sales of Equity Securities. On or about March 23, 2026, the Company issued 800,000 shares (the “ Shares ”) of Company common stock to Brian Cox, the Company’s CEO and Chairman, at $1.25/share as the Shares were issued in satisfaction of $1,000,000 owed by the Company to Mr. Cox under the consolidated promissory note issued on or about March 12, 2024. The Shares were issued with standard restrictive legend restricting the transfer thereof except pursuant the Securities Act of 1933…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 18, 2026, SurgePays, Inc. (the “ Company ”) received a written notice (the “ MVLS Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market (“ Nasdaq ”) indicating that the Company no longer meets the minimum market value of listed securities (“ MVLS ”) of $35,000,000 (the “ MVLS Requirement ”) set forth in Nasdaq’s Listing Rules (the “ Rules ”). On March 23, 202…

Other Events On January 20, 2026, the Company filed a prospectus supplement to amend and supplement the information in the prospectus, dated November 3, 2023, filed as a part of the registration statement on Form S-3 (File No. 333-273110), as supplemented by the prospectus supplement dated August 5, 2026, or the Prior Prospectus, which Prior Prospectus registered the offer and sale of our Common Stock from time to time pursuant to the terms of that certain At The Market Offering Agreement, (t…

Unregistered Sales of Equity Securities. The information contained in

Entry into a Material Definitive Agreement On January 20, 2026, SurgePays, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with R.F. Lafferty & Co., Inc., the sole book-running manager and underwriter (the “Underwriter”), relating to an underwritten offering (the “Offering”) of 2,000,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a price to the public of $1.25 per share (the “Share Purcha…

Interim Chief Financial Officer — Chelsea Pullano: Appointment of Chelsea Pullano as interim Chief Financial Officer to fill the vacancy created by a previous separation.

Chief Financial Officer — Anthony Evers: Mr. Evers' employment agreement as Chief Financial Officer was not renewed upon its expiration, marking a genuine departure.

Results of Operations and Financial Condition. On November 12, 2025, SurgePays, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, a…

CFO — Anthony Evers: The CFO's employment agreement will not be renewed upon its expiration.

Entry into a Material Definitive Agreement. On August 5, 2025, SurgePays, Inc., a Nevada corporation (the “ Company ”) entered into an At The Market Offering Agreement (the “ATM Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”), pursuant to which the Company may offer and sell shares of its common stock (subject to certain limitations set forth in the ATM Agreement), from time to time, to or through Titan, acting as sales agent and/or principal.…

Changes in Registrant’s Certifying Accountant. (a) Resignation of Independent Registered Public Accounting Firm On May 19, 2025, SurgePays, Inc. (“SurgePays”, “we”, the “Company”) was notified by Rodefer Moss & Co, PLLC (“Rodefer”) that Rodefer had resigned as the Company’s independent registered public accounting firm. The audit report of Rodefer on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opini…

in its entirety. The Conversion Shares and Warrant Shares described in this Current Report on Form 8-K were offered and sold in reliance upon exemptions from registration pursuant to 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offering was made to an “accredited investor” (as defined by Rule 501 under the Securities Act).