UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
or
For the transition period from ________________ to ________________
Commission
file number
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The
(Nasdaq Capital Market) |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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Indicate
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| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
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| Emerging
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The number of shares of the registrant’s common stock outstanding as of May 7, 2025 was shares.
SurgePays, Inc. and Subsidiaries
| 2 |
SurgePays, Inc. and Subsidiaries
Consolidated Balance Sheets
| March 31, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash - held in escrow | ||||||||
| Accounts receivable - net | ||||||||
| Inventory | ||||||||
| Prepaids and other | ||||||||
| Total Current Assets | ||||||||
| Property and equipment - net | ||||||||
| Other Assets | ||||||||
| Note receivable | ||||||||
| Intangibles - net | ||||||||
| Goodwill | ||||||||
| Operating lease - right of use asset - net | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses - related party | ||||||||
| Operating lease liability | ||||||||
| Note payable - related party | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities | ||||||||
| Note payable - related party | ||||||||
| Notes payable - SBA government | ||||||||
| Operating lease liability | ||||||||
| Total Long Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value, shares authorized shares issued and shares outstanding, respectively, at March 31, 2025 and December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock - at cost ( and shares, respectively) | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Stockholders’ equity | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
SurgePays, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Costs and expenses | ||||||||
| Cost of revenues | ||||||||
| General and administrative expenses | ||||||||
| Total costs and expenses | ||||||||
| Income (loss) from operations | ( | ) | ||||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Other income | ||||||||
| Gain on investment in CenterCom | ||||||||
| Total other income (expense) - net | ( | ) | ( | ) | ||||
| Net income (loss) before provision for income taxes | ( | ) | ||||||
| Provision for income tax (expense) | ( | ) | ||||||
| Net income (loss) including non-controlling interest | ( | ) | ||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Net income (loss) available to common stockholders | $ | ( | ) | $ | ||||
| Earnings per share - attributable to common stockholders | ||||||||
| Basic | $ | ( | ) | $ | ||||
| Diluted | $ | ( | ) | $ | ||||
| Weighted average number of shares outstanding - attributable to common stockholders | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
SurgePays, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
For the Three Months Ended March 31, 2025
(Unaudited)
| Additional | Total | |||||||||||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Treasury Stock | Non-Controlling | Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Shares | Amount | Interest | Equity | |||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Recognition of stock based compensation - unvested shares - related parties | - | - | ||||||||||||||||||||||||||||||
| Non-controlling interest | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
SurgePays, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
For the Three Months Ended March 31, 2025
(Unaudited)
| Additional | Total | |||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Non-Controlling | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Equity | |||||||||||||||||||
| December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock issued for cash | ||||||||||||||||||||||||
| Cash paid as direct offering costs | - | ( | ) | ( | ) | |||||||||||||||||||
| Exercise of warrants - cash | ||||||||||||||||||||||||
| Exercise of warrants - cashless | ( | ) | ||||||||||||||||||||||
| Stock issued for services | ||||||||||||||||||||||||
| Recognition of stock based compensation - unvested shares - related parties | - | |||||||||||||||||||||||
| Recognition of stock-based compensation - related party | - | |||||||||||||||||||||||
| Non-controlling interest | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| March 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
SurgePays, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net income (loss) - including non-controlling interest | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operations | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use assets | ||||||||
| Amortization of internal use software development costs | ||||||||
| Stock issued for services | ||||||||
| Recognition of stock based compensation - unvested shares - related parties | ||||||||
| Recognition of share based compensation - options - related party | ||||||||
| Interest expense adjustment - SBA loans | ||||||||
| Right-of-use asset lease payment adjustment true up | ( | ) | ||||||
| Gain on equity method investment - CenterCom | ( | ) | ||||||
| Changes in operating assets and liabilities | ||||||||
| (Increase) decrease in | ||||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaids and other | ( | ) | ||||||
| Deferred income taxes - net | ||||||||
| Increase (decrease) in | ||||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses - related party | ( | ) | ||||||
| Accrued income taxes payable | ||||||||
| Deferred revenue | ( | ) | ||||||
| Operating lease liability | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Investing activities | ||||||||
| Purchase of leasehold improvements | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Financing activities | ||||||||
| Proceeds from stock issued for cash | ||||||||
| Proceeds from exercise of common stock warrants | ||||||||
| Cash paid as direct offering costs | ( | ) | ||||||
| Repayments of loans - related party | ( | ) | ( | ) | ||||
| Repayments on notes payable - SBA government | ( | ) | ( | ) | ||||
| Net cash provided (used in) by financing activities | ( | ) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash - beginning of period | ||||||||
| Cash, cash equivalents and restricted cash - end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Reclassification of accrued interest - related party to note payable - related party | $ | $ | ||||||
| Exercise of warrants - cashless | $ | $ | ||||||
| Goodwill (ClearLine Mobile, Inc.) | $ | $ | ||||||
| Right-of-use asset obtained in exchange for new operating lease liability | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 7 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Note 1 - Organization and Nature of Operations
Organization and Nature of Operations
SurgePays, Inc. (“SurgePays,” “SP,” “we,” “our” or “the Company”), and its operating subsidiaries, is a financial technology and telecom company focused on providing these essential services to the underbanked community.
The Company and its subsidiaries are organized as follows:
| Company Name (Active) | Incorporation Date | State of Incorporation | Segment | |||
All of the following entities have nominal operations.
| Company Name (Inactive) | Incorporation Date | State of Incorporation | ||
See discussion below the discontinuation of the Company’s lead generation segment.
| 8 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Discontinued Operations – LogicsIQ Segment
Management’s Decision
Effective December 31, 2024, the Company’s management elected to abandon its lead generation segment operations as part of a strategic reassessment of its business lines. This decision followed a review by the Chief Operating Decision Maker (“CODM”, which is our Chief Executive Officer), who had been regularly evaluating the segment’s financial performance and determined that its continued operation was no longer aligned with the Company’s long-term strategic objectives.
In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company assessed whether the abandonment met the criteria for classification as a discontinued operation. ASU 2014-08 provides that a discontinued operation must represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The Company determined that this threshold was not met for the following reasons:
| ● | Revenue and Asset Impact: The lead generation segment contributed 0% of total consolidated revenue and less than 1% of total assets, making it an immaterial component of the Company’s overall business. The exit does not result in a significant change to revenue streams, total assets, or capital allocation. | |
| ● | Lack of Operational Significance: The segment was not integral to the Company’s primary business strategy and had been operating with minimal investment in technology, personnel, and infrastructure. | |
| ● | No Industry or Geographic Exit: The Company is not exiting a major product line, customer segment, or geographical region. All other segments remain unaffected by this decision, and the Company continues to operate in its primary markets with no material shift in business focus. | |
| ● | Strategic Realignment Rather Than Transformation: The abandonment reflects a refinement of operational priorities rather than a fundamental transformation of the Company’s core business model. The Company continues to focus on its core service offerings, which contribute the majority of revenue and drive long-term growth. |
Based on these factors, the Company has concluded that the abandonment does not constitute a strategic shift that has or will have a major effect on its financial results or operations. As a result, the segment will not be presented as a discontinued operation in the financial statements.
| 9 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Segment Reporting (ASC 280) Considerations
Under ASC 280, Segment Reporting, the lead generation segment was historically identified as a reportable segment, as the CODM regularly reviewed its financial performance separately from other segments. However, given its diminished financial impact and lack of long-term strategic significance, the Company has concluded that the segment no longer meets the quantitative or qualitative thresholds for separate segment reporting under ASC 280-10-50-1. Accordingly, financial data previously presented under the Lead Generation segment will be reclassified to “Other” in the segment disclosure included in Note 10 to the consolidated financial statements.
In line with the amendments introduced by ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, (adopted January 1, 2024), the Company has evaluated the impact of this change on its segment disclosures. The key considerations are as follows:
| ● | Significant Expense Disclosures: The Company has identified that the lead generation segment did not have any significant expenses that were regularly provided to the CODM and included in the reported measure of segment profit or loss. Therefore, no additional disclosures are required under the new guidance. | |
| ● | Other Segment Items: As the lead generation segment is being reclassified to “Other,” for its segment disclosure, the Company will disclose the composition of this category, including the nature and type of activities aggregated therein, as required by the updated standard. | |
| ● | Interim Reporting: The Company will ensure that all annual disclosures about reportable segments’ profit or loss and assets, as mandated by ASC 280 and the amendments from ASU 2023-07, are also provided in interim periods going forward. |
Accounting and Financial Statement Impact
Since the lead generation segment is being abandoned rather than sold, it does not qualify as held for sale under ASC 360-10-45-9. The Company does not expect to recognize any material exit costs, impairment losses, or restructuring charges related to this decision. Any remaining assets and liabilities associated with the segment will be derecognized as appropriate in accordance with applicable accounting standards.
| 10 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Future Business Operations
The lead generation segment did not have any workforce, customers, or existing contracts, and its abandonment will not result in any employee layoffs, customer transitions, or contract terminations. This decision reflects management’s focus on core business areas that offer higher growth potential and operational efficiency.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.
In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2025 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2025 and 2024, respectively, are not necessarily indicative of the operating results for the full fiscal year or any future period.
These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 25, 2025.
Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented.
| 11 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Liquidity and Management’s Plans
As reflected in the accompanying consolidated financial statements, for the three months ended March 31, 2025, the Company had:
| ● | Net
loss available to common stockholders of $ |
| ● | Net
cash used in operations was $ |
Additionally, at March 31, 2025, the Company had:
| ● | Accumulated
deficit of $ |
| ● | Stockholders’
equity of $ |
| ● | Working
capital of $ |
We
manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand
of $
The Company has historically incurred significant losses and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations.
There can be no assurance that profitable operations will be achieved and could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ending December 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.
Effective February 7, 2024, the Affordable Connectivity Program (“ACP”) stopped accepting new applications and enrollments. The program ceased funding on June 1, 2024. See discussion below regarding revenue recognition.
Due to the end of the ACP program in 2024 and the reduction in total revenues and margins, we may not have sufficient resources to continue to fund operations for the next twelve months without additional funding. We are currently exploring various strategic opportunities; however, we have no commitments at this time and no known timing as to when any transaction may occur. We will only pursue options that we believe are in the best interest of, and on the best terms for, the Company.
The Company kicked of several initiatives in April of 2025. We have begun the launch of LinkUp Mobile SIM (subscriber identity module) cards into the national retail market. LinkUp Mobile has also launched its phone in a box program. Thousands of phones have already been purchased by convenience stores, which we believe is a positive sign for our future capabilities. Torch Wireless, supported by the Lifeline program, is now actively expanding its subscriber base in the state of California. This development is noteworthy for the growth of the Torch offering, as California provides an additional revenue incentive for its subscribers and has a large potential subscriber base. The wholesale MVNE (Mobile Virtual Network Enabler) leveraging technology and industry expertise has allowed us to expand services as a Mobile Network Enabler. Leveraging our direct carrier relationship, we offer billing, provisioning, SIM cards, and services to wireless companies lacking direct carrier access. Two such companies have already embraced this offering, and we anticipate more to join in the near future. We believe the MVNE solution will continue to uniquely position us for additional rapid growth into the subscriber activation channel by enabling other wireless companies who lack a direct carrier relationship. Clear-line has launched a comprehensive code management campaign, providing services to over 1,600 convenience stores. In addition to this new business venture, Shortcode, the ability to dynamic content and features into posts, pages and widgets, has been provisioned with all carriers in preparation for a national campaign scheduled to launch in July.
Management’s strategic plans include the following:
| ● | Enhance market visibility and customer reach for SurgePays’ direct mobile virtual network operator (“MVNO”), linkup Mobile, |
| ● | Diversify Lifeline revenue streams by expanding into California and other states, |
| ● | Sustain platform growth to bolster baseline revenue; and |
| ● | Investigate specialized marketing strategies and customer engagement initiatives through our Clearline product offering. |
| 12 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation and Non-Controlling Interest
These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.
For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the income or loss and corresponding equity that is not owned by us is included in Non-controlling Interests in the consolidated financial statements.
Business Combinations and Asset Acquisitions
The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method according to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”).
Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred.
The identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions.
Purchase price allocations may be preliminary, and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.
Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s earnings.
| 13 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether the Company has acquired inputs and processes that can create outputs that would meet the definition of a business. When applying the screen test, significant judgment is required to determine whether an acquisition is a business combination or an acquisition of assets.
Accounting for asset acquisitions falls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50. A cost accumulation model is used to determine an asset acquisition’s cost. Assets acquired are based on their cost, generally allocated to them on a relative fair value basis. Direct acquisition-related costs are included in the cost of the acquired assets.
The distinction between business combinations and asset acquisitions involves judgment, particularly when applying the screen test to determine the nature of the transaction. Incorrect judgments or changes in decisions in these areas could materially affect the determination of goodwill, the recognition and measurement of acquired assets and assumed liabilities, and, consequently, our financial position and results of operations.
Acquisition of ClearLine Mobile, Inc
On
January 5, 2024, the Company closed a purchase agreement and acquired ClearLine Mobile, Inc’s. (“CLMI”) related software
development in exchange for $
CLMI produces a touchscreen display, positioned by the cash register, that is integrated into the SurgePays software platform and markets SurgePays products 24/7 from a central server. SurgePays can advertise its entire suite of products and services while utilizing the POS device for transactions.
Following the guidance of ASC 805, we performed the screen test to evaluate whether the acquired set is a business or a group of assets. The acquired group of assets included inputs and a substantive process that together significantly contributed to the ability to create outputs. At the time of purchase, CLMI had insignificant operations, however, the transaction was accounted for as a business combination in accordance with ASC 805-50.
| 14 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Payments were paid as follows:
| - | $ | |
| - | $ | |
| - | $ | |
| - | $ |
In
connection with this business combination, the Company assumed a right-of-use operating lease and corresponding lease liability of $
Additionally, the acquired technology/software having a net carrying amount of $. As a result, the Company determined that it has acquired both tangible and intangible assets.
The table below summarizes the estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date.
| Consideration | ||||
| Cash | $ | |||
| Fair value of consideration transferred | ||||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
| Right-of-use operating lease | ||||
| Total assets acquired | ||||
| Right-of-use operating lease | ||||
| Total liabilities assumed | ||||
| Total identifiable net assets | ||||
| Goodwill | $ |
At the time of acquisition, CLMI had nominal revenues and historical losses from operations. As a result, and given the immaterial nature of this acquisition, the Company elected not to present any pro-forma financial information.
This transaction did not involve the purchase of a “significant amount of assets” as defined in the Instructions to Item 2.01 of Form 8-K. Additionally, the acquisition of CLMI was not deemed to be significant to the Company at any level under SEC Regulation S-X 3.05 and did not require the presentation of any additional historical audited financial statements.
| 15 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
At
March 31, 2025 and December 31, 2024 goodwill was $ $
At
December 31, 2024, the Company determined that its subsidiary LogicsIQ would be considered a discontinued operation (See Note 1). Prior
to this determination, and during the year ended December 31, 2024, the Company recorded a goodwill impairment loss of $
Note Receivable (Sale of Former Subsidiary)
On May 7, 2021, the Company disposed of its former subsidiary True Wireless, Inc.
In
connection with the sale, the Company received an unsecured note receivable for $
Payments were scheduled as follows:
| For the Year Ended December 31, | In Default | |||||||
| 2025 | ** | $ | ||||||
| Less: amount representing interest | ( | ) | ||||||
| Total | $ | |||||||
On
July 12, 2023, Notice of Default was provided by SurgePays, Inc. to Blue Skies Connections, LLC for failure to pay amounts due under
that certain Promissory Note dated June 14, 2021 by Blue Skies Connections, LLC in favor of SurgePays, Inc. in the original principal
amount of $
As of March 31, 2025, the Company believes the note is collectible. See Note 8 for Contingencies – Legal Matters for additional discussion.
Business Segments and Concentrations
The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as multiple reportable segments. See Note 10 regarding segment disclosure.
| 16 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
The
Mobile Virtual Network Operator (SurgePhone and Torch Wireless) business segment made up approximately
Revenues
related to this business segment are
Accounts
receivable related to these programs made up
Use of Estimates
Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.
Significant estimates during the three months ended March 31, 2025 and 2024, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment and intangible assets, capitalized internal-use software development costs, related impairment assessments of long lived assets, implicit interest rate in right-of-use operating leases, uncertain tax positions, income tax payable and the valuation allowance on deferred tax assets.
Risks and Uncertainties
The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.
The Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.
| 17 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Effective February 7, 2024, the Affordable Connectivity Program (“ACP”) stopped accepting new applications and enrollments. The program ceased funding on June 1, 2024. See discussion below regarding revenue recognition.
At December 31, 2024, the Company discontinued its lead generation services segment.
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements, which provides a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determines fair value based on its principal market or, if unavailable, the most advantageous market for the specific asset or liability.
To classify and disclose assets and liabilities measured at fair value, the Company utilizes a three-tier fair value hierarchy, which prioritizes observable inputs over unobservable ones:
| ● | Level 1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets. | |
| ● | Level 2 – Inputs other than quoted prices in active markets that are observable, either directly or indirectly, for similar assets or liabilities. | |
| ● | Level 3 – Unobservable inputs with minimal or no market data, requiring the Company to develop its own assumptions. |
Determining fair value and assigning a measurement within the hierarchy involves judgment. Level 3 valuations, in particular, require greater judgment and complexity, as they may involve various valuation methods—such as cost, market, or income approaches—applied to management estimates and assumptions. These assumptions can include price estimates, earnings projections, market factors, or the weighting of different valuation methods. The Company may also engage external advisors to assist in fair value determinations when appropriate. While management believes recorded fair values are reasonable, they may not reflect future fair values or net realizable values.
The Company’s financial instruments, including cash, accounts receivable, note receivable, accounts payable, and accrued expenses (including related-party amounts), are recorded at historical cost. As of March 31, 2025, and December 31, 2024, the carrying values of these instruments approximate their fair values due to their short-term nature.
| 18 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Additionally, ASC 825-10, Financial Instruments, allows entities to elect the fair value option, enabling financial assets and liabilities to be measured at fair value on an instrument-by-instrument basis. This election is irrevocable unless a new election date occurs, and any unrealized gains or losses would be recognized in earnings at each reporting date. The Company has not elected to apply the fair value option to any outstanding financial instruments.
Cash and Cash Equivalents, Restricted Cash and Concentration of Credit Risk
For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.
The
Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent
account balances exceed the amount insured by the FDIC, which is $
At March 31, 2025 and December 31, 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.
Additionally,
at March 31, 2025 and December 31, 2024, the Company had $
Marketable Securities - Classification and Valuation
The Company may classify its marketable securities as either trading, available-for-sale, or held-to-maturity.
Trading securities are recorded at fair value with unrealized gains and losses included in earnings.
Available-for-sale securities are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income.
Held-to-maturity securities are recorded at amortized cost.
At December 31, 2024, the Company classified all of its marketable securities as trading, based upon our intent to sell them in the near term. Our securities consist of U.S. Treasury and government exchange traded funds.
| 19 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
At
December 31, 2024, the Company’s marketable securities were $
Marketable securities were as follows at December 31, 2024:
| U.S. Treasury & Government | ||||
| Exchange Traded Funds | ||||
| Fixed Income | ||||
| Balance - December 31, 2023 | $ | |||
| Purchases | ||||
| Sales | ( | ) | ||
| Realized gains | ||||
| Dividends, interest and other income | ||||
| Fees/adjustments | ( | ) | ||
| Balance - December 31, 2024 | $ | |||
Impairment of Marketable Securities
The Company evaluates its marketable securities for impairment at each reporting period.
An impairment is considered to be other-than-temporary if the Company (a) intends to sell the security, (b) is more likely than not to be required to sell the security before recovery of its amortized cost basis, or (c) does not expect to recover the entire amortized cost basis of the security.
If a decline in fair value is determined to be other-than-temporary, the impairment loss is recognized in earnings. For debt securities, the amount of the other-than-temporary impairment recognized in earnings depends on the extent to which the security’s fair value is less than its amortized cost and the severity and duration of the decline.
The determination of whether a decline is other-than-temporary involves significant judgment and includes an assessment of various factors including:
| ● | The length of time and the extent to which the fair value has been less than the cost basis; | |
| ● | The financial condition and near-term prospects of the issuer, including any specific events that may influence the issuer’s operations or profitability; | |
| ● | The intent and ability of the Company to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. |
The Company did not record any impairment losses related to its marketable securities.
See Note 7 for additional disclosure of our marketable securities at fair value.
| 20 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Accounts Receivable
Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral.
Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.
Allowance
for doubtful accounts was $
There
was bad debt expense (recovery) of $
Bad debt expense (recoveries) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.
Inventory
Inventory primarily consists of cell phones, store racking, and sim cards. Inventories are stated at the lower of cost or net realizable value using the average cost valuation method.
During
the year ended December 31, 2024, and in connection with the cessation of the ACP Program on June 1, 2024, the Company wrote off inventory
totaling $
At
March 31, 2025 and December 31, 2024, the Company had inventory of $
Impairment of Long-lived Assets
Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable, but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.
| 21 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.
There
were
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.
Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.
Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
There
were
Internal Use Software Development Costs
We capitalize certain internal use software development costs associated with creating and enhancing internally developed software related to our technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and external direct costs of materials and services consumed in developing or obtaining the software. Software development costs that do not meet the qualification for capitalization, as further discussed below, are expensed as incurred and recorded in general and administrative expenses in the consolidated results of operations.
Software development activities generally consist of three stages:
| (i) | planning stage, |
| (ii) | application and infrastructure development stage, and |
| (iii) | post implementation stage. |
| 22 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Costs incurred in the planning and post implementation stages of software development, including costs associated with the post-configuration training and repairs and maintenance of the developed technologies, are expensed as incurred.
We capitalize costs associated with software developed for internal use when the planning stage is completed, management has authorized further funding for the completion of the project, and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software and technologies are ready for their intended purpose. There is judgment involved in estimating the stage of development as well as estimating time allocated to a particular project. A significant change in the time spent on each project could have a material impact on the amount capitalized and related amortization expense in subsequent periods.
We amortize internal use software development costs using a straight-line method over a three-year (3) estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. We determined the life of internal use software based on historical software upgrades and replacement.
On an ongoing basis, we assess if the estimated remaining useful lives of capitalized projects continue to be reasonable based on the remaining expected benefit and usage. If the remaining useful life of a capitalized project is revised, it is accounted for as a change in estimate and the remaining unamortized cost of the underlying asset is amortized prospectively over the updated remaining useful life.
We also evaluate internal use software for abandonment and use that as a significant indicator for impairment on a quarterly basis.
At
December 31, 2024, the Company determined that there was no future use for its capitalized internal use software development costs based
upon its current and expected future operations. As a result, the Company recorded an impairment loss of $
For
the three months ended March 31 2024 and March 31, 2025, the Company did
For
the three months ended March 31, 2024, the Company expensed $
| 23 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Right of Use Assets and Lease Obligations
The Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental borrowing rate.
Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the performance of the business remains strong. Therefore, the Right of Use Asset and Lease Liability may include an assumption on renewal options that have not yet been exercised by the Company. The Company’s operating leases contained renewal options that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.
As the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. See Note 8 regarding operating leases.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 to align revenue recognition more closely with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.
To achieve this core principle, the Company applies the following five steps:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
| 24 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Identify the contract with a customer
A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.
Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.
Determine the transaction price
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component and there are no contracts with variable consideration.
| 25 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.
Recognize revenue when or as the Company satisfies a performance obligation
The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.
The following reflects additional discussion regarding our revenue recognition policies for each of our material revenue streams. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable. Additionally, all contract consideration is fixed and determinable at the initiation of the contract.
Performance obligations for Torch and LogicsIQ are satisfied when services are performed. Performance obligations for ECS and SB are satisfied at point of sale. For each of our revenue streams we only have a single performance obligation.
Mobile Virtual Network Operators
Torch Wireless is licensed to provide subsidized mobile broadband services through the Lifeline program to qualifying low-income customers. Revenues are recognized when a Lifeline application is completed and accepted. Each month we reconcile subscriber usage to ensure the service was utilized. A monthly file is submitted to the Universal Service Administrative Company for review and approval, at which time we have completed our performance obligation and recognize accounts receivable and revenue. Revenues are recorded in the month when services were rendered, with payment typically received on the 28th of the following month.
Lead Generation Services
LogicsIQ, Inc. was a lead generation and case management solutions company primarily serving law firms in the mass tort industry. Revenues were earned from our lead generation retained services offerings and call center activities.
Effective January 1, 2024, the Company no longer provided these services.
Effective December 31, 2024, the Company’s management elected to abandon its lead generation segment operations as part of a strategic reassessment of its business lines. See Note 1.
Additionally, the segment disclosure for this former segment is now combined as a part of other corporate overhead.
Comprehensive Platform Services
Revenues are generated through the sale of telecommunication products such as mobile phones, wireless top-up refills, and other mobile related products. At the time in which our products are sold through our online web portal (point of sale), our performance obligation is considered complete. At point of sale (completion of performance obligation), our web portal platform initiates an automated clearing house transaction (ACH) resulting in the recording revenue.
| 26 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
The Company has evaluated revenue recognition and related disclosures in accordance with ASC 606-10-37A and has determined the Company is a principal in these arrangements. As a result, we record all revenues at their gross amounts and the related costs are recorded as costs of revenues in the accompanying consolidated financial statements.
Contract Liabilities (Deferred Revenue)
Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized.
At
March 31, 2025 and December 31, 2024, the Company had deferred revenue of $
The following represents the Company’s disaggregation of revenues for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Revenue | Revenue | % of Revenues | Revenue | % of Revenues | ||||||||||||
| Mobile Virtual Network Operators | $ | % | $ | % | ||||||||||||
| Comprehensive Platform Services | % | % | ||||||||||||||
| Other Corporate Overhead | % | % | ||||||||||||||
| Total Revenues | $ | % | $ | % | ||||||||||||
The above disaggregation of revenues includes the following entities:
Mobile Virtual Network Operators (SPW and TW),
Comprehensive Platform Services (Surge Fintech and ECS); and
Other Corporate Overhead (Surge Blockchain and formerly LogicsIQ and Injury Survey)
Effective
December 31, 2024, the Company’s management elected to abandon its lead generation segment operations as part of a strategic reassessment
of its business lines. See Note 1. As a result, segment reporting/disaggregation of revenues for lead generation was no longer required
and have now been included as a component of “other corporate overhead”. For the three months ended March 31, 2025 and 2024,
revenues from this discontinued operation were $
| 27 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Cost of Revenues
Cost of revenues consists of tablet purchases, mobile phone purchases, purchased telecom services including data usage and access to wireless networks. Additionally, cost of revenues consists of call center costs, prepaid phone cards, commissions, and advertising costs.
Income Taxes
The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The
Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using
that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position
will be sustained upon examination by the tax authorities. As of March 31, 2025 and December 31, 2024, respectively, the Company had
The
Company recognizes interest and penalties related to uncertain income tax positions in other expense.
As of March 31, 2025, the loss resulted in the Company being in a three-year cumulative historic loss position. As a result, the Company recorded a full valuation allowance on its deferred tax assets as of March 31, 2025 and December 31, 2024.
The Company currently has an unapplied net operating loss carryforward (deferred tax asset), which have been evaluated for applicability in offsetting current taxable net income. The Company has determined that the federal net operating loss carryforward is limited to 80% of the current year’s net taxable income. Since the Company entered a three-year cumulative loss during the three months ended March 31, 2025, a full valuation allowance has been recorded against all net operating loss carryforwards.
| 28 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Investment
On
January 17, 2019, we announced the completion of an agreement to acquire a
The strategic partnership with CenterCom as a bilingual operations hub has powered our growth and revenue. CenterCom has been built to support the infrastructure required to rapidly scale in synergy and efficiency to support our sales growth, customer service and development.
We account for this investment under the equity method. Investments accounted for under the equity method are recorded based upon the amount of our investment and adjusted each period for our share of the investee’s income or loss. All investments are reviewed for changes in circumstance or the occurrence of events that suggest an other than temporary event where our investment may not be recoverable. The financial information used to account for the investment is unaudited.
The following is a summary of our investment at December 31, 2024:
| Balance - December 31, 2023 | $ | |||
| Gain on investment in CenterCom | ||||
| Impairment loss - CenterCom | ( | ) | ||
| Balance - December 31, 2024 | $ |
During
the three months ended March 31, 2024, we recognized a gain of $
As of December 31, 2024, The Company determined that it would no longer utilize the Business Process Outsourcing (BPO) services of CenterCom. As of December 31, 2024, the Company assessed its investment in CenterCom and determined there was an impairment. Factors leading to this decision included a change in ownership and large reduction in human capital. As a result, CenterCom was materially impacted and could no longer continue its operations. The investment was fully impaired in 2024 and carried a zero balance as of March 31, 2024.
As
a result, for the year ended December 31, 2024, the Company has recorded an impairment loss of $
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.
| 29 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
The Company recognized marketing and advertising costs during the three months ended March 31, 2025 and 2024, respectively, as follows:
| For the Three Months Ended March 31, | ||||||
| 2025 | 2024 | |||||
| $ | $ | |||||
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, as amended by ASU 2018-07 – Improvements to Nonemployee Share-Based Payment Accounting. Under the fair value-based method:
| ● | Compensation cost is measured at the grant date based on the fair value of the award. | |
| ● | The cost is recognized over the service period, typically the vesting period. | |
| ● | This guidance applies to transactions where equity instruments are exchanged for goods or services and also addresses liabilities settled in equity instruments. |
For equity instruments granted to non-employees, the Company applies the fair value method, using the Black-Scholes option pricing model to measure the fair value of stock options.
The fair value of stock-based compensation is determined either:
| ● | At the grant date, or | |
| ● | At the measurement date, when performance obligations are fulfilled. |
Assumptions Used in Fair Value Determination
When using the Black-Scholes model, the Company considers the following key assumptions, in accordance with ASU 2017-09 – Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting:
| ● | Exercise price | |
| ● | Expected dividend yield | |
| ● | Expected stock price volatility | |
| ● | Risk-free interest rate | |
| ● | Expected life of the option |
Stock Warrants
The Company may issue warrants to purchase shares of its common stock in connection with financing transactions (debt or equity), consulting agreements, and collaboration arrangements.
| 30 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
| ● | Classification: Warrants are classified as equity awards when they are standalone instruments that are neither puttable nor mandatorily redeemable, as per ASC 815-40 – Derivatives and Hedging: Contracts in Entity’s Own Equity. | |
| ● | Valuation: The fair value of compensatory warrants is determined using the Black-Scholes option pricing model at the measurement date. | |
| ● | Derivative Liabilities: If a warrant meets the definition of a derivative liability, fair value is determined using a binomial pricing model, in accordance with ASC 815-40. |
Accounting Treatment
| ● | Warrants issued in conjunction with common stock are recorded at fair value as a reduction to additional paid-in capital of the issued stock, in accordance with ASC 718 and ASC 815. | |
| ● | Warrants issued for services are recorded at fair value and expensed either: |
| ○ | Over the requisite service period, or | |
| ○ | Immediately at issuance if no service period is required. |
The Company computes earnings (loss) per share in accordance with ASC 260-10-45, Earnings Per Share, as amended by ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.
| ● | Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. | |
| ● | Diluted earnings per share includes the impact of potentially dilutive securities, calculated by dividing net income by the weighted average number of common shares outstanding, common stock equivalents, and other potentially dilutive securities during the period. |
Potentially Dilutive Securities
Potentially dilutive common shares include:
| ● | Contingently issuable shares | |
| ● | Common stock issuable upon the exercise of stock options and warrants, calculated using the treasury stock method in accordance with ASC 260-10-55 | |
| ● | Convertible debt instruments, if applicable |
These securities may be dilutive in the future, but in periods where the Company reports a net loss, diluted loss per share is equal to basic loss per share because the inclusion of potential common stock equivalents would be anti-dilutive.
| 31 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Outstanding Potentially Dilutive Equity Securities
| March 31, 2025 | March 31, 2024 | |||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Total common stock equivalents | ||||||||
Warrants and stock options included as common stock equivalents represent those that are fully vested and exercisable. See Note 9.
Sufficiency of Authorized Shares
As of March 31, 2025 and December 31, 2024, the Company has authorized shares of common stock, which is sufficient to accommodate any potential exercises of common stock equivalents.
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2025 | March 31, 2024 | |||||||
| Numerator | ||||||||
| Net income (loss) available to common stockholders | $ | ( | ) | $ | ||||
| Denominator | ||||||||
| Weighted average shares outstanding - basic | ||||||||
| Effect of dilutive securities | ||||||||
| Weighted average shares outstanding - diluted | ||||||||
| Earnings (loss) per share - basic | $ | ( | ) | $ | ||||
| Earnings (loss) per share - diluted | $ | ( | ) | $ | ||||
During
the year ended December 31, 2024, the Company reacquired shares of treasury stock for $
| 32 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Treasury Stock
The Company accounts for treasury stock under the cost method, which records treasury stock at the purchase price and presents it as a reduction in stockholders’ equity. Under this method, the purchase, sale, issuance, or retirement of treasury stock does not impact the income statement. Gains or losses on the reissuance of treasury stock are reflected as adjustments to additional paid-in capital. In cases where additional paid-in capital is insufficient to cover a loss, the remaining balance is charged to retained earnings.
Treasury stock is initially recorded at cost on the date of repurchase. If treasury shares are subsequently reissued, they are removed from treasury stock at the cost at which they were originally acquired. Any excess of the reissuance price over cost is credited to additional paid-in capital, while any deficiency is charged to additional paid-in capital to the extent of previously recorded credits, with any remaining deficiency charged to retained earnings.
The Company periodically assesses the need to retain treasury shares and may retire shares if they are no longer deemed necessary for future use, resulting in a reduction of issued shares and a corresponding adjustment to retained earnings.
Related Parties
The Company identifies and discloses related party relationships and transactions in accordance with ASC 850, “Related Party Disclosures”, and follows guidance set forth by the SEC under Regulation S-X, Rule 4-08(k) regarding related party disclosures.
A party is considered related to the Company if it meets any of the following criteria:
| ● | Directly or indirectly controls, is controlled by, or is under common control with the Company. | |
| ● | Principal owners, including any entity or individual that holds a significant ownership interest in the Company. | |
| ● | Management and key personnel, including officers, directors, and executives. | |
| ● | Immediate family members of principal owners and key management personnel. | |
| ● | Entities with significant influence, where one party can exert control or influence over the management or operating policies of another party to the extent that one of the transacting parties may not be fully pursuing its own separate economic interests. |
The Company follows the SEC’s Regulation S-K, Item 404(a), which requires the disclosure of related party transactions exceeding a materiality threshold and details on the nature of the relationship, transaction terms, and amounts involved.
| 33 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
During the three months ended March 31, 2025 and 2024, respectively, the Company incurred expenses with a related party (annual rental agreement) in the normal course of business as follows:
| Related Party | March 31, 2025 | March 31, 2024 | ||||||
| Carddawg Investments, Inc. | 1 | |||||||
| Total | $ | $ | ||||||
| 1 |
From time to time, the Company may use credit cards to pay corporate expenses, these credit cards are in the names of certain of the Company’s officers and directors. These amounts are insignificant.
See Note 6 for debt transactions with our Chief Executive Officer.
Recent Accounting Standards
The Financial Accounting Standards Board (FASB) establishes changes to accounting principles through Accounting Standards Updates (ASUs), which amend the FASB Codification. The Company evaluates the applicability and impact of all newly issued ASUs on its consolidated financial position, results of operations, stockholders’ equity, and cash flows.
Management has assessed all recent accounting pronouncements issued through the date these financial statements were available for issuance. Except as described below, no newly issued but not yet effective accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements.
Recently Adopted Accounting Standards
| ● | ASU 2023-01, Leases (Topic 842): Common Control Arrangements | |
| ○ | Issued: March 2023 | |
| ○ | Effective Date: For fiscal years beginning after December 15, 2023 | |
| ○ | Summary: This ASU clarifies leasehold improvements accounting for entities under common control and requires leasehold improvements to be amortized over the useful life of the improvements rather than the lease term. | |
| ○ | Expected Impact: The Company adopted ASU 2023-01 on January 1, 2024, and the adoption did not have a material impact on the Company’s consolidated financial statements. |
| 34 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
| ● | ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | |
| ○ | Issued: November 2023 | |
| ○ | Effective Date: For fiscal years beginning after December 15, 2023 | |
| ○ | Summary: Enhances segment reporting disclosures, requiring more information about significant segment expenses. | |
| ○ | Expected Impact: The Company adopted ASU 2023-07 on January 1, 2024, and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Recently Issued Accounting Standards (Not Yet Adopted)
| ● | ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures | |
| ○ | Issued: December 2023 | |
| ○ | Effective Date: For fiscal years beginning after December 15, 2024 | |
| ○ | Summary: Expands disclosure requirements related to income taxes, including greater detail on income tax rate reconciliations and disaggregation of tax expense components. | |
| ○ | Expected Impact: The Company is currently assessing the impact but does not anticipate a material effect on its financial statements. |
Other Recent Updates
Various other ASUs have been issued that primarily contain technical corrections or industry-specific guidance. These updates are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.
Reclassifications
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material effect on the consolidated results of operations, stockholders’ equity, or cash flows.
| 35 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Note 3 – Property and Equipment
Property and equipment consisted of the following:
| Estimated Useful | ||||||||||||
| Type | March 31, 2025 | December 31, 2024 | Lives (Years) | |||||||||
| Computer equipment and software | $ | $ | ||||||||||
| Leasehold improvements | ||||||||||||
| Furniture and fixtures | ||||||||||||
| Less: accumulated depreciation/amortization | ( | ) | ( | ) | ||||||||
| Property and equipment - net | $ | $ | ||||||||||
Depreciation
and amortization expense for the three months ended March 31, 2025 and 2024, were $
These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations.
Note 4 – Intangibles
Intangibles consisted of the following:
| Estimated Useful | ||||||||||||
| Type | March 31, 2025 | December 31, 2024 | Lives (Years) | |||||||||
| Proprietary Software | $ | $ | ||||||||||
| Tradenames/trademarks | ||||||||||||
| ECS membership agreement | ||||||||||||
| Noncompetition agreement | ||||||||||||
| Customer Relationships | ||||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||||||
| Intangibles - net | $ | $ | ||||||||||
| 36 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Amortization expense for the three months ended March 31, 2025 and 2024 was as follows:
| March 31, 2025 | March 31, 2024 | |||||
| $ | $ | |||||
Estimated amortization expense for each of the succeeding years is as follows:
| For the Years Ended December 31: | ||||
| 2025 (9 months) | ||||
| 2026 | ||||
| 2027 | ||||
| Total | $ | |||
Note 5 – Internal Use Software Development Costs
Internal Use Software Development Costs consisted of the following:
| Type | December 31, 2024 | |||
| Internal use software development costs | $ | |||
| Less: accumulated amortization | ( | ) | ||
| Less: impairment loss | ( | ) | ||
| Internal Use Software Development Costs - net | $ | |||
Costs incurred for Internal Use Software Development Costs
At
December 31, 2024, the Company determined that there was no future use for its capitalized internal use software development costs based
upon its current and expected future operations. As a result, the Company recorded an impairment loss of $
For
the three months ended March 31, 2024, amortization of internal software development costs was $
Note 6 – Debt
The following represents a summary of the Company’s notes payable – SBA government, notes payable – related parties, and notes payable, key terms, and outstanding balances at March 31, 2025 and December 31, 2024, respectively:
Notes Payable – SBA government
Economic Injury Disaster Loan (“EIDL”)
During 2020, this program was made available to eligible borrowers in light of the impact of the COVID-19 pandemic and the negative economic impact on the Company’s business. Proceeds from the EIDL were used for working capital purposes.
| 37 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Installment
payments, including principal and interest, are due monthly (beginning twelve (12) months from the date of the promissory note) in amounts
ranging from $
| EIDL | EIDL | |||||||||||
| Terms | SBA | SBA | Total | |||||||||
| Issuance dates of SBA loans | ||||||||||||
| Term | ||||||||||||
| Maturity date | ||||||||||||
| Interest rate | % | % | ||||||||||
| Collateral | ||||||||||||
| Balance - December 31, 2023 | ||||||||||||
| Interest expense adjustment - SBA loans | ||||||||||||
| Repayments | ( | ) | ( | ) | ( | ) | ||||||
| Balance - December 31, 2024 | ||||||||||||
| Repayments | ( | ) | ( | ) | ( | ) | ||||||
| Balance - March 31, 2025 | $ | $ | $ | |||||||||
Notes Payable – Related Parties
The following is a summary of the Company’s Notes Payable - Related Parties:
| 1 | 1 | Total | ||||||||||
| Balance - December 31, 2023 | ||||||||||||
| Reclassification of principal into one single note | ( | ) | ||||||||||
| Reclassification of accrued interest payable into one single note | ||||||||||||
| Repayments | ( | ) | ( | ) | ||||||||
| Balance - December 31, 2024 | ||||||||||||
| Repayments | ( | ) | ( | ) | ||||||||
| Balance - March 31, 2025 | $ | $ | $ |
| 1 |
| 38 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
On
March 12, 2024, as approved by the Audit Committee, the Company consolidated all remaining outstanding principal ($
The following is a detail of the Company’s Notes Payable - Related Parties:
| Notes Payable - Related Parties | ||||||||||||||||||||||
| Note Holder | Issue Date | Maturity Date | Interest Rate | Default Interest Rate | Collateral | March 31, 2025 | December 31, 2024 | |||||||||||||||
| Note #1 | % | % | None | $ | $ | |||||||||||||||||
| Short Term | ||||||||||||||||||||||
| Long Term | $ | $ | ||||||||||||||||||||
Debt Maturities
The following represents the maturities of the Company’s various debt arrangements for each of the five (5) succeeding years and thereafter as follows:
For the Year Ended December 31, | Notes Payable - Related Parties | Notes Payable - SBA Government | Total | |||||||||
| 2025 (9 months) | ||||||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| Thereafter | ||||||||||||
| Total | $ | $ | $ | |||||||||
Note 7 – Fair Value of Financial Instruments
The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.
The Company did not have any financial assets and liabilities that were measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024, respectively.
| 39 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Note 8 – Commitments and Contingencies
Operating Leases
We have entered into various operating lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.
Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.
We have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.
We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.
Our leases, where we are the lessee, do not include an option to extend the lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.
| 40 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.
Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.
In
2024, in connection with our purchase of CLMI, we acquired a right-of-use operating lease and related lease liability for a building
having a fair value of $
Year End December 31, 2024
Lease Termination and Loss on Right-of-Use Asset
Effective August 31, 2024, the Company entered into an agreement to terminate two (2) of its operating leases prior to the expiration of the lease term. The early termination resulted in the derecognition of these Right-of-Use (ROU) assets and the corresponding lease liabilities associated with these leases.
In
connection with the termination, the Company made a buyout payment of $
The carrying amounts of the lease liability and ROU asset as of the termination date were as follows:
| ● | Right-of-Use
Asset (ROU) carrying amount: $ | |
| ● | Lease
Liability: $ |
As
a result of the termination, the Company recognized a loss of $
The loss was calculated as follows:
| ROU Asset | ||||
| Cash paid to execute lease termination | ||||
| ROU Liability | ( | ) | ||
| Loss on lease termination | ||||
| 41 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
The termination of these leases resulted in the complete derecognition of these ROU assets and the corresponding lease liabilities. The Company does not expect any future obligations or payments related to these lease agreements following the settlement.
On
October 1, 2024, the Company signed a lease for
The
lease is subject to a
At March 31, 2025 and December 31, 2024, respectively, the Company had no financing leases as defined in ASC 842, “Leases.”
The tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2025 and December 31, 2024, respectively:
| 42 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
| March 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Operating lease - right-of-use asset - non-current | $ | $ | ||||||
| Liabilities | ||||||||
| Operating lease liability | $ | $ | ||||||
| Weighted-average remaining lease term (years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
The components of lease expense were as follows:
| Three Months Ended | ||||||||
| March 31, 2025 | March 31, 2024 | |||||||
| Operating lease costs | ||||||||
| Amortization of right-of-use operating lease asset | $ | $ | ||||||
| Lease liability expense in connection with obligation repayment | ||||||||
| Total operating lease costs | $ | $ | ||||||
| Supplemental cash flow information related to operating leases was as follows: | ||||||||
| Operating cash outflows from operating lease (obligation payment) | $ | $ | ||||||
| Right-of-use asset obtained in exchange for new operating lease liability | $ | $ | ||||||
| 43 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Future minimum lease payments for the years ended December 31:
| Year Ended December 31, | ||||
| 2025 (9 months) | $ | |||
| 2026 | ||||
| 2027 | ||||
| Total undiscounted cash flows | ||||
| Less: amount representing interest | ||||
| Present value of operating lease liabilities | ||||
| Less: current portion of operating lease liabilities | ||||
| Long-term operating lease liabilities | $ | |||
Employment Agreements (Chief Executive Officer and Chief Financial Officer)
Chief Financial Officer
In November 2023, the Company finalized the terms of its employment agreement with its Chief Financial Officer as follows:
| 1. | Base salary |
| a. | For
the year ended December 31, 2023 - $ | |
| b. | For
the year ended December 31, 2024 - $ | |
| c. | For
the year ended December 31, 2025 - $ |
| 2. | Annual cash bonus |
| a. | For
the year ended December 31, 2023 - $ | |
| b. | For
the year ended December 31, 2024 – at least $ | |
| c. | For the year ended December 31, 2025 - subject to Board approval |
| 3. | Restricted Stock Awards |
| a. | Effective November 10, 2023, an award of shares of common stock. The fair value of this grant was $, based upon the quoted closing price of $/share. | |
| b. | The shares will vest as follows (see below for table on non-vested shares): |
| i. | shares ratably over the period July 2024 – December 2024 ( shares per month over a six-month period); and | |
| ii. | on December 31, 2025, | |
| iii. | Shares shall immediately vest if any of the following occur and the Chief Financial Officer is employed by the Company at the time of: |
| 1. | Death, | |
| 2. | Total disability, | |
| 3. | Termination without cause; and | |
| 4. | Change in control |
| 44 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
| 4. | Other |
| a. | Vacation, | |
| b. | Car
allowance of $ | |
| c. | Home
office expense reimbursement of $ | |
| d. | 401(K) plan participation, | |
| e. | Life insurance; and | |
| f. | Liability insurance |
See Note 9 regarding the vesting provisions of these shares.
Chief Executive Officer
In December 2023, the Company finalized the terms of its employment agreement with its Chief Executive Officer as follows:
| 1. | Term – through December 31, 2028 | |
| 2. | Base salary |
| a. | For
the year ended December 31, 2023 - $ | |
| b. | For
each year thereafter an increase of |
| 3. | Annual cash bonus |
| a. | For
the year ended December 31, 2023, and all other years throughout the term of the employment agreement - $ |
| 4. | Restricted Stock Awards |
| a. | Effective March 1, 2024, future stock awards totaling shares of common stock. | |
| b. | The shares will be issued and vest as follows: |
| i. | shares ratably over the period July 2024 – December 2024 ( shares per month over a six-month period). The fair value of this grant was $, based upon the quoted closing price of $/share, on June 1, of each subsequent year (2025, 2026, 2027 and 2028), at which time these shares will have their fair value determined. These shares have no stated performance or service requirements, other than to be remain as the Chief Executive Officer, and the expense will be recorded on the grant date; and | |
| ii. | Shares shall immediately vest if any of the following occur and the Chief Executive Officer is employed by the Company at the time of: |
| 1. | Death, | |
| 2. | Total disability, | |
| 3. | Termination without cause; and | |
| 4. | Change in control |
| 45 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
| 5. | Annual Revenue Goals (only one (1) award per goal may be earned until next threshold is achieved |
| a. | $ | |
| b. | $ | |
| c. | $ | |
| d. | $ | |
| e. | Each
additional $ |
| 6. | Annual EBITDA Goals (only one (1) award per goal may be earned until next threshold is achieved |
| a. | $ | |
| b. | $ | |
| c. | Each
additional $ |
| 7. | Market Capitalization Goals (only one (1) award per goal may be earned until next threshold is achieved |
| a. | $ | |
| b. | $ | |
| c. | $ | |
| d. | $ | |
| e. | Each
additional $ |
| 8. | Other |
| a. | Vacation, | |
| b. | Car
allowance of $ | |
| c. | Home
office expense reimbursement of $ | |
| d. | 401(K) plan participation, | |
| e. | Life insurance; and | |
| f. | Liability insurance |
See Note 9 regarding the vesting provisions of these shares.
| 46 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Contingencies – Legal Matters
In the normal course of business, the Company may be subject to litigation, claims, and legal proceedings. The Company evaluates legal contingencies in accordance with FASB ASC 450-20-50, “Contingencies”, which requires recognition of a liability if an unfavorable outcome is both probable and can be reasonably estimated.
When a legal matter arises, the Company:
| ● | Assesses the merits of the case, including available defenses. | |
| ● | Evaluates its potential exposure and possible legal or settlement strategies. | |
| ● | Determines the likelihood of an unfavorable outcome based on available information. | |
| ● | Establishes an accrual if a loss is both probable and reasonably estimable. |
As of March 31, 2025, based on management’s review and consultation with legal counsel, the Company is not aware of any contingent liabilities that require accrual or disclosure in the consolidated financial statements.
Surge Holdings – Juno Litigation
Juno Financial v. AATAC and Surge Holdings Inc. and Surge Holdings Inc. v. AATAC; Circuit Court of Hillsborough County, Florida, Case # 20-CA-2712 DIV A: Breach of Contract, Account Stated and Open Account claims against Surge by a factoring company. Surge has filed a cross-complaint against defendant AATAC for Breach of Contract, Account Stated, Open Account and Common Law Indemnity. The Court dismissed the case with the agreement of the parties at a case management conference on September 12, 2024.
True Wireless and SurgePays – Litigation
Blue Skies Connections, LLC, and True Wireless, Inc. v. SurgePays, Inc., et. al.: In the District Court of Oklahoma County, OK, CJ-2021-5327, filed on December 13, 2021. Plaintiffs’ petition alleges breach of a Stock Purchase Agreement by SurgePays, SurgePhone Wireless, LLC, and Kevin Brian Cox (“Defendants”), and makes other allegations related to SurgePays’ consulting work with Jonathan Coffman, formerly a True Wireless employee. The petition requests injunctive relief, general damages, punitive damages, attorney fees and costs for alleged breach of contract, tortious interference with a business relationship, and fraud. Blue Skies alleged the Defendants are in violation of their non-competition and non-solicitation agreements related to the sale of True Wireless from SurgePays to Blue Skies. Defendants filed various dispositive motions with the Court demonstrating Oklahoma state law does not recognize non-compete agreements and non-solicitation agreements in the manner alleged by Plaintiffs, and the Court granted these motions, finding the non-solicitation and non-competition clauses in the Stock Purchase Agreement void as a matter of Oklahoma law. Defendants then filed additional dispositive motions on Plaintiffs’ claims in tort and equity, which the Court granted in part based on its prior rulings. Plaintiffs took the position the Court granting Defendants’ dispositive motions on these material issues only leaves partial contract claims that are inextricably intertwined with the remaining claims and defences. Plaintiffs sought a certified interlocutory appeal of the Court’s orders. On March 10, 2025, the Oklahoma Supreme Court entered an order denying Plaintiffs’ Petition for Certiorari to review the certified interlocutory appeal. The case will now proceed in the district court on the parties’ remaining claims. Presently, there is no trial date. An attempt at mediation in July 2022 did not achieve a settlement. Any further settlement discussions will occur in the context of Defendants having prevailed on the majority of Plaintiffs’ claims.
In the Circuit Court of Tennessee for the 30th Judicial District
at Memphis, Docket # CT-3219-23. On August 8, 2023, a complaint was filed by SurgePays for breach of a promissory note by Blue Skies Connections,
LLC. The note at issue is dated
Mike Fina - Litigation
SurgePays, Inc. et al. v. Fina et al., Case No. CJ-2022-2782, District Court of Oklahoma County, Oklahoma. Plaintiffs SurgePays, Inc. and Kevin Brian Cox initiated this case against its former officer Mike Fina, his companies Blue Skies Connections, LLC, True Wireless, Inc., Government Consulting Solutions, Inc., Mussell Communications LLC, and others. This case also arises from the June 2021 transaction by which SurgePays sold True Wireless to Blue Skies. During the litigation of CJ-2021-5327 described above, SurgePays learned information that showed Mike Fina breached his duties owed to True Wireless during his employment and consulting work for True Wireless prior to SurgePays’ sale of True Wireless to Blue Skies. SurgePays alleges that Mike Fina conspired with the other defendants to damage True Wireless thereby harming the value of the company and causing its eventual sale at a greatly reduced price. SurgePays asserts claims for (i) breach of contract; (ii) breach of fiduciary duty; (iii) fraud; (iv) tortious interference; and (v) unjust enrichment. At this stage, no defendant has asserted a counterclaim against SurgePays. SurgePays filed a Second Amended Petition on January 27, 2023. Defendants Fina, Blue Skies, True Wireless, and Government Consulting Solutions filed a Motion to Dismiss on March 10, 2023. On June 29, 2023, the Court granted the Motion to Dismiss, ruling the claims asserted are “derivative” and could only be asserted by the True Wireless entity now owed by Blue Skies. The Court rejected SurgePays’ request to certify this ruling for immediate appeal. Defendant Misty Garrett filed a Motion for Summary Judgment seeking the same relief as the Motion to Dismiss, which was granted by the Court. All claims against all parties have been adjudicated by the Court. SurgePays filed a Motion for New Trial, which is set on February 20, 2025. It is SurgePays’ intent to appeal the Court’s dismissal of Fina, Blue Skies, True Wireless, Government Consulting Solutions, and Misty Garrett if its Motion for New Trial is not granted by the Court. At this stage, no attempts at settlement have been made.
| 47 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Aliotta and Vasquesz v SurgePays – Litigation
Robert Aliotta and Steve Vasquesz, on behalf of themselves and others similarly situated v. SurgePays, Inc. d/b/a Surge Logics, filed January 4, 2023, in the U.S. District Court for the Northern District of Illinois, Case No. 1:23-cv-00042. Plaintiffs allege violations of the Telephone Consumer Protection Act (TCPA) and the Florida Telephone Solicitations Act (FTSA) based on telephone solicitations allegedly made by or on behalf of SurgePays, Inc. Plaintiffs seek damages for themselves and seek certification of a class action on behalf of others similarly situated. Defendants intend to vigorously defend the action however most similar cases are eventually resolved by an out-of-court settlement. A Confidential Settlement Agreement and Release of Claims has been entered into in April 2024 and a Dismissal Order was entered by the Court on April 30, 2024.
Consumer Attorney Marketing Group, LLC v. LogicsIQ, Inc. and SurgePays, Inc.
Consumer Attorney Marketing Group, LLC v. LogicsIQ, Inc. and SurgePays, Inc. On February 13, 2024, in the Superior Court of California, Los Angeles County, Case No. 24 ST CV 03653, Consumer Attorney Marketing Group, LLC (“CAMG”) filed a complaint naming SurgePays, Inc. (the “Company”) a defendant and alleging claims for breach of contract, declaratory judgment and express and implied indemnity. The complaint demands that defendants indemnify CAMG for any damages or losses that CAMG may incur in the case Robert Aliotta, et al. v. SurgePays, Inc. d/b/a SurgeLogics, Case No. 23 C 00042, pending in the U.S. District Court for the Northern District of Illinois. CAMG’s claims against the Company are solely based upon theories of participatory and vicarious liability. A Confidential Settlement Agreement and Release of Claims has been entered into in April 2024 and a Dismissal Order has been entered by the Court.
Note 9 – Stockholders’ Equity
At March 31, 2025, the Company had three (3) classes of stock:
Common Stock
| - | shares authorized | |
| - | Par value - $ | |
| - |
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SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Series A, Convertible Preferred Stock
| - | shares authorized | |
| - | issued and outstanding | |
| - | Par value - $ | |
| - | ||
| - | Ranks senior to any other class of preferred stock | |
| - | Dividends - none | |
| - | Liquidation preference – none | |
| - | Rights of redemption - none | |
| - |
Series C, Convertible Preferred Stock
| - | shares authorized | |
| - | issued and outstanding | |
| - | Par value - $ | |
| - | ||
| - | Ranks junior to any other class of preferred stock | |
| - | Dividends – equal to the per share amount (as converted basis) as the common stockholders should the Board of Directors declare a dividend | |
| - | Liquidation preference – original issue price plus any declared yet unpaid accrued dividends | |
| - | Rights of redemption - none | |
| - |
Securities and Incentive Plan
In March 2023, the Company’s shareholders approved the 2022 Plan (the “Plan”) initially approved, authorized and adopted by the Board of Directors in August 2022.
The Plan initially provided for the following:
| 1. | shares of common stock | |
| 2. | An annual increase on the first day of each calendar year beginning January 1, 2023 and ending on January 31, 2031 equal to the lesser of: |
| a. | ||
| b. | Such smaller amount of common stock as determined by the Board of Directors. |
| 3. | The shares may be issued as follows to directors, officers, employees, and consultants: |
| a. | Distribution equivalent rights | |
| b. | Incentive share options | |
| c. | Non-qualified share options |
| 49 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
| d. | Performance unit awards | |
| e. | Restricted share awards | |
| f. | Restricted share unit awards | |
| g. | Share appreciation rights | |
| h. | Tandem share appreciation rights | |
| i. | Unrestricted share awards |
See the proxy statement filed with the SEC on January 19, 2023 for a complete detail of the Plan.
Effective
January 1, 2024, in accordance with the Plan, we increased the available amount of shares by
Effective
January 1, 2025, in accordance with the Plan, we increased the available amount of shares by
Of the total shares authorized and available, the Company has reserved shares for its officers, directors and employees for non-vested shares that are expected to vest in accordance with the terms of the related employment agreements and stock options that may be converted into common stock. At March 31, 2025, the Company had sufficient authorized shares to settle any possible awards that vested or stock options eligible for conversion.
Equity Transactions for the Three Months Ended March 31, 2025
No activity.
Equity Transactions for the Years Ended December 31, 2024
Stock Issued for Cash - Capital Raise
The
Company issued shares of common stock for gross proceeds of $
In
connection with the capital raise, the Company paid cash as direct offering costs totaling $
This offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-273110) previously filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2023, as amended, and declared effective by the SEC on November 3, 2023.
| 50 |
SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
A preliminary and final prospectus supplement were filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the “Securities Act”) on January 17, 2024 and January 19, 2024, respectively. The Offering closed on January 22, 2024.
Exercise of Warrants - Cash
During
2024, the Company issued
Exercise of Warrants - Cashless
During
2024, the Company issued shares of common stock in connection with the cashless exercise of warrants ($
Stock Issued for Services
The
Company issued shares of common stock for services rendered, having a fair value of $
See separate discussion below for the issuance and related vesting of common stock granted to the Company’s officers and directors.
Treasury Stock
Effective July 2024, the Company implemented a share repurchase program. Under the terms of this program, the Company undertook the following:
| ● | Maximum
dollar amount authorized for repurchase is $ | |
| ● | The Company will not repurchase more than shares per day, | |
| ● | The Company will not repurchase any shares greater than $/share, | |
| ● | Share repurchases will only be made to the extent it does not prevent the Company from paying its debts; and | |
| ● | The shares may either be returned to the treasury and authorized for reissuance or cancelled and retired. |
The
Company reacquired shares of treasury stock for $
Effective October 2024, the Company ceased its share repurchase program.
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SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Non-Vested Shares – Related Parties (Officer and Directors) – and related Vesting
Chief Financial Officer
In
2023, the Company granted common stock to its Chief Financial Officer ( shares – see Note 8), having a fair value of $
The shares will vest as noted above (see Note 8). The Company records stock compensation expense ratably over these vesting periods. All shares are expected to vest in accordance with the terms of the agreement.
For the three months ended March 31, 2025 and 2024, the Company recognized stock compensation expense of $ and $, respectively, related to vesting.
Board Directors
2024 Grant
In
2024, the Company granted an aggregate shares of common stock to various members of the Board of Directors, having a fair value
of $
The shares will vest at the earlier to occur:
| - | Board Member no longer serves in that capacity for any reason, except for reasons related to cause, | |
| - | Occurrence of a change in control; and | |
| - | 4th anniversary of the effective date (2028) |
2023 Grant
In
2023, the Company granted an aggregate shares of common stock to various members of the Board of Directors, having a fair value
of $
The shares will vest at the earlier to occur:
| - | Board Member no longer serves in that capacity for any reason, except for reasons related to cause, | |
| - | Occurrence of a change in control; and | |
| - | 5th anniversary of the effective date (2028) |
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SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
The Company records stock compensation expense over the five () year vesting period. All shares are expected to vest in accordance with the terms of the employment agreement.
For the three months ended March 31, 2025 and 2024, the Company recognized stock compensation expense of $ and $, respectively, related to vesting.
Chief Executive Officer
In
2024, the Company granted common stock to its Chief Executive Officer ( shares – see Note 8), having a fair value of $
The shares will vest as noted above (see Note 8). The Company records stock compensation expense ratably over these vesting periods. All shares are expected to vest in accordance with the terms of the agreement.
For the three months ended March 31, 2025 and 2024, the Company recognized stock compensation expense of $ and $, respectively, related to vesting.
Director of Human Resources and Legal Services
In
2024, the Company granted shares of common stock to its Director of Human Resources and Legal Services, having a fair value of
$
The shares will vest ratably over the period July 2024 – December 2024. The Company records stock compensation expense ratably over these vesting periods. All shares are expected to vest in accordance with the terms of the agreement.
For the three months ended March 31, 2024, the Company recognized stock compensation expense of $, related to vesting.
For the three months ended March 31, 2025 and 2024, the Company recognized total stock compensation expense of $ and $, related to vesting.
The following is a summary of the Company’s non-vested shares at March 31, 2025 and December 31, 2024.
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SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
| Weighted Average | ||||||||
| Non-Vested Shares | Number of Shares | Grant Date Fair Value | ||||||
| Balance - December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled/Forfeited | - | |||||||
| Balance - December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Cancelled/Forfeited | - | |||||||
| Balance - March 31, 2025 | $ | |||||||
| Unrecognized Compensation | $ | |||||||
| Weighted average period (years) | ||||||||
The following is a detail of the common stock granted, which is subject to the vesting provisions noted above at March 31, 2025 and December 31, 2024, respectively.
| Director of | ||||||||||||||||||||
| CEO | CFO | Directors | Human Resources/Legal | Total | ||||||||||||||||
| Balance - December 31, 2023 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Cancelled/Forfeited | ||||||||||||||||||||
| Balance - December 31, 2024 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ||||||||||||||||||||
| Cancelled/Forfeited | ||||||||||||||||||||
| Balance - March 31, 2025 | ||||||||||||||||||||
| Unrecognized Compensation | $ | $ | $ | $ | $ | |||||||||||||||
| Weighted average period (years) | - | - | ||||||||||||||||||
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SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Stock Options
| Weighted | Weighted | |||||||||||||||||||
| Weighted | Average | Average | ||||||||||||||||||
| Average | Remaining | Aggregate | Grant | |||||||||||||||||
| Number of | Exercise | Contractual | Intrinsic | Date | ||||||||||||||||
| Stock Options | Options | Price | Term (Years) | Value | Fair Value | |||||||||||||||
| Outstanding - December 31, 2023 | $ | $ | ||||||||||||||||||
| Vested and Exercisable - December 31, 2023 | $ | $ | ||||||||||||||||||
| Unvested and non-exercisable - December 31, 2023 | $ | 3.16 | $ | - | ||||||||||||||||
| Granted | $ | |||||||||||||||||||
| Exercised | $ | |||||||||||||||||||
| Cancelled/Forfeited | ( | ) | $ | |||||||||||||||||
| Outstanding - December 31, 2024 | $ | $ | ||||||||||||||||||
| Vested and Exercisable - December 31, 2024 | $ | $ | ||||||||||||||||||
| Unvested and non-exercisable - December 31, 2024 | $ | - | $ | - | ||||||||||||||||
| Granted | $ | |||||||||||||||||||
| Exercised | $ | |||||||||||||||||||
| Cancelled/Forfeited | $ | |||||||||||||||||||
| Outstanding - March 31, 2025 | $ | $ | ||||||||||||||||||
| Vested and Exercisable - March 31, 2025 | $ | $ | ||||||||||||||||||
| Unvested and non-exercisable - March 31, 2025 | $ | - | $ | - | ||||||||||||||||
Three Months Ended March 31, 2025
No activity.
Years Ended December 31, 2024
Stock Options - Related Party – Chief Financial Officer
The remaining stock options vested, and the related expense was $.
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SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Stock Options – Chief Executive Officer, Chief Financial Officer and Employees
The
Company granted an aggregate of , fully vested, seven () year stock options to the Company’s Chief Executive Officer
(), Chief Financial Officer () and various employees () for services rendered, having a fair value of $
| Expected term | years | |||
| Expected volatility | % | |||
| Expected dividends | % | |||
| Risk free interest rate | % |
Stock-based compensation expense for the three months ended March 31, 2025 and 2024 was as follows:
| Three months ended March 31, | ||||||
| 2025 | 2024 | |||||
| $ | $ | |||||
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SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Warrants
Warrant activity for the three months ended March 31, 2025 and the year ended December 31, 2024 are summarized as follows:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Remaining | Aggregate | ||||||||||||||
| Number of | Average | Contractual | Intrinsic | |||||||||||||
| Warrants | Warrants | Exercise Price | Term (Years) | Value | ||||||||||||
| Outstanding - December 31, 2023 | $ | $ | ||||||||||||||
| Vested and Exercisable - December 31, 2023 | $ | $ | ||||||||||||||
| Unvested - December 31, 2023 | $ | - | $ | |||||||||||||
| Granted | $ | |||||||||||||||
| Exercised | ( | ) | $ | |||||||||||||
| Cancelled/Forfeited | ( | ) | $ | |||||||||||||
| Outstanding - December 31, 2024 | $ | $ | ||||||||||||||
| Vested and Exercisable - December 31, 2024 | $ | $ | ||||||||||||||
| Unvested and non-exercisable - December 31, 2024 | $ | - | $ | |||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Cancelled/Forfeited | ( | ) | $ | |||||||||||||
| Outstanding - March 31, 2025 | $ | $ | ||||||||||||||
| Vested and Exercisable - March 31, 2025 | $ | $ | ||||||||||||||
| Unvested and non-exercisable - March 31, 2025 | $ | - | $ | |||||||||||||
Note 10 – Segment Information
Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer.
The Company evaluated the performance of its operating segments based on revenue and operating loss. All data below is prior to intercompany eliminations.
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SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Segment information for the Company’s operations for the three months ended March 31, 2025 and 2024, are as follows:
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | ||||||||
| Mobile Virtual Network Operators | $ | $ | ||||||
| Comprehensive Platform Services | ||||||||
| Other Corporate Overhead | ||||||||
| Total | $ | $ | ||||||
| Cost of revenues | ||||||||
| Mobile Virtual Network Operators | $ | $ | ||||||
| Comprehensive Platform Services | ||||||||
| Other Corporate Overhead | ||||||||
| Total | $ | $ | ||||||
| Operating expenses | ||||||||
| Mobile Virtual Network Operators | $ | $ | ||||||
| Comprehensive Platform Services | ||||||||
| Other Corporate Overhead | ||||||||
| Total | $ | $ | ||||||
| Income (loss) from operations | ||||||||
| Mobile Virtual Network Operators | $ | ( | ) | $ | ||||
| Comprehensive Platform Services | ( | ) | ( | ) | ||||
| Other Corporate Overhead | ( | ) | ( | ) | ||||
| Total | $ | ( | ) | $ | ||||
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SURGEPAYS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
Segment information for the Company’s assets and liabilities at March 31, 2025 and December 31, 2024, are as follows:
| March 31, 2025 | December 31, 2024 | |||||||
| Total Assets | ||||||||
| Mobile Virtual Network Operators | $ | $ | ||||||
| Comprehensive Platform Services | ||||||||
| Other Corporate overhead | ||||||||
| Total | $ | $ | ||||||
| Total Liabilities | ||||||||
| Mobile Virtual Network Operators | $ | $ | ||||||
| Comprehensive Platform Services | ||||||||
| Other Corporate overhead | ||||||||
| Total | $ | $ | ||||||
All
intercompany accounts are separately presented above as both a component of the assets and liabilities. These amounts net to $
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Note 11 – Subsequent Event
Senior Secured Convertible Note and Warrants
Convertible Note Issuance
On
May 12, 2025, the Company entered into a Senior Secured Note Purchase Agreement with Funicular Funds, LP (the “Investor”),
pursuant to which the Company issued a Senior Secured Convertible Note in the original principal amount of $
The Note is secured by a first-priority lien on substantially all of the Company’s and its subsidiaries’ assets pursuant to a Security and Pledge Agreement, and is fully guaranteed by certain subsidiaries of the Company.
Interest and Amortization Terms
The
Note accrues interest at a rate of
Embedded Conversion Feature
The
Note includes an embedded conversion option, which permits the Investor to convert the outstanding principal and accrued interest into
shares of the Company’s common stock at an initial conversion price of $
Due to these anti-dilution and variable settlement provisions, the conversion feature does not meet equity classification criteria under ASC 815-40, and therefore would ordinarily be treated as a derivative liability. However, because the conversion feature is not exercisable until January 12, 2026, the Company determined that the feature is a contingent embedded derivative as of the issuance date. Accordingly, it has not been bifurcated or recorded as a derivative liability as of May 12, 2025.
If the Note remains outstanding when the conversion feature becomes exercisable, the Company will evaluate the feature for separation and initial recognition as a derivative liability. Upon bifurcation, the embedded derivative will be measured at fair value using a Black-Scholes option pricing model, with changes in fair value recognized in earnings at each reporting date.
Warrant Issuance and Classification
In
connection with the issuance of the Note, the Company also issued warrants to purchase
Due to the potential for settlement in a variable number of shares and other price-reset features, the warrants do not qualify for equity classification under ASC 815-40. Accordingly, the Company will record the warrants as a derivative liability at their initial fair value on the issuance date. This liability will be classified as a Level 3 fair value measurement and remeasured at each reporting date, with changes in fair value recognized through earnings.
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This statement contains forward-looking statements within the meaning of the Securities Act of 1933, as amended (the ‘Securities Act’). Discussions containing such forward-looking statements may be found throughout this statement. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including the matters set forth in this statement. The accompanying consolidated financial statements as of March 31, 2025 and 2024 and for the three months then ended includes the accounts of SurgePays, Inc. and its wholly owned subsidiaries during the period owned by SurgePays, Inc.
SurgePays, Inc (“SurgePays,” “we” the “Company”) was incorporated in Nevada on August 18, 2006, is a technology and telecom company focused on the underbanked and underserved communities. SurgePhone and Torch Wireless provide subsidized mobile broadband to over 80,000 low-income subscribers nationwide. SurgePays fintech platform empowers clerks at thousands of convenience stores to provide a suite of prepaid wireless and financial products to underbanked customers.
About SurgePays, Inc.
SurgePays, Inc. (“SurgePays”, “we”, the “Company”) is a financial technology and telecom company focused on providing these essential services to the underbanked community. We were previously known as North American Energy Resources, Inc. and KSIX Media Holdings, Inc. Prior to April 27, 2015, we operated solely as an independent oil and natural gas company engaged in the acquisition, exploration and development of oil and natural gas properties and the production of oil and natural gas through its wholly owned subsidiary, NAER. On April 27, 2015, NAER entered into a Share Exchange Agreement with KSIX Media whereby KSIX Media became a wholly owned subsidiary of NAER and which resulted in the shareholders of KSIX Media owning approximately 90% of the voting stock of the surviving entity. While we continued the oil and gas operations of NAER following this transaction, on August 4, 2015, we changed its name to KSIX Media Holdings, Inc. On December 21, 2017, we changed its name to Surge Holdings, Inc. to better reflect the diversity of its business operations. We changed our name to SurgePays, Inc. on October 29, 2020.
As described in more detail below, we currently operate in two different business segments through the following subsidiaries: (i) SurgePhone Wireless, LLC, a Nevada limited liability company; (ii) SurgePays Fintech, Inc., a Nevada limited liability company; (iii) ECS Prepaid, LLC, a Missouri limited liability company and (iv) Torch Wireless a Wyoming limited liability company.
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Our Business Segments
SurgePays operates through two primary business segments, each strategically designed to meet the diverse needs of our customers. These segments are driven by independent technology platforms that also function synergistically to foster mutual growth:
| ● | MVNO Telecommunications: Providing reliable, affordable prepaid wireless services. | |
| ● | Comprehensive Platform Services: Offering Point-of-sale (“POS”) transaction and marketing technology. |
In addition, in November 2024, the Company entered into a multi-year strategic agreement with AT&T, providing direct access to its nationwide 4G LTE and 5G wireless network. This integration represents a significant advancement in the Company’s infrastructure and capabilities, enabling SurgePays to operate not only as a Mobile Virtual Network Operator (MVNO), but also as a Mobile Virtual Network Enabler (MVNE). As an MVNE, the Company now offers wireless services, including SIM provisioning, billing, and airtime, to other wireless providers that do not have a direct carrier relationship. This expansion creates a new high-margin, scalable revenue channel with minimal incremental cost to the Company, and anticipate this to become another major segment for the Company starting in 2025.
The Company previously also operated a Lead Generation segment; however, this business segment was discontinued in 2024.
MVNO Telecommunications
SurgePays’ Mobile Virtual Network Operator (MVNO) business delivers high-speed, reliable, and affordable wireless services by leveraging agreements with national telecom leaders. Generating $43,450,244 of year ended December 31, 2024 operating revenue, we believe this segment will be central to our growth, offering subsidized and prepaid options to meet diverse financial needs.
Subsidized Services
Our subsidized offerings—through programs like Lifeline —enable us to bridge the digital divide in underserved communities. These federal initiatives empower us to provide essential connectivity, driving social impact while targeting sustainable growth. Even as funding changes, we strategically maintain resilience by utilizing our Lifeline program to keep these critical services accessible, establishing a strong foundation. Brands like SurgePhone Wireless and Torch Wireless embody this mission, reaching customers where they need it most.
The Company previously offered subsidized offerings through the Affordable Connectivity Program (ACP), however funding for this program ended in June 2024. As a transition strategy, we decided to keep the existing base of subscribers from the former ACP enrolled in our network. a built-in subscriber base of 250,000. We chose to keep our subscribers active, absorbing the wholesale costs (averaging around $7-10 per subscriber per month), and put our strong balance sheet to work to replace the cash inflow we lost once ACP funding ran out. We transitioned over 80,000 subscribers to the Lifeline program during 2024.
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Prepaid Services
Our prepaid plans deliver flexibility, with contract-free, affordable solutions that provide unlimited talk and text across the USA, Mexico, and Canada—no credit checks or hidden fees. Through LinkUp Mobile, we leverage our purchasing power and established retailer relationships to offer low-cost SIM kits at convenience stores, creating accessible, local service hubs.
Our distribution strategy centers on empowering local community stores as trusted service points, where activations and payments are seamlessly integrated into customers’ routines. We believe this approach will not only drive subscriber growth but builds loyalty, allowing customers to switch from competitors effortlessly. By meeting customers in familiar locations, we strengthen long-term relationships and fuel desired sustainable growth.
Comprehensive Platform Services
Our Comprehensive Platform Services segment is tailored to the needs of retailers, using advanced POS technology to elevate operational efficiency and customer engagement. Through SurgePays Prepaid Wireless Top-ups and ClearLine, we deliver innovative transaction and marketing solutions that aim to transform how thousands of convenience stores operate.
Prepaid Wireless Top-Ups
Our Prepaid Wireless Top-Ups platform empowers convenience store clerks to handle top-ups for all major wireless brands efficiently. Additionally, it supports debit and gift card activations, creating a seamless, all-in-one payment processing solution. This functionality not only drives recurring revenue but also gives us critical feedback on what consumers are looking for in today’s Prepaid Wireless Market, allowing us to offer targeted promotions that increase retention and incremental sales. By presenting customers with a comparable Linkup wireless plan at the point of transaction, we maximize opportunities to upsell higher-margin brands, further enhancing growth.
ClearLine
Our ClearLine technology transforms POS terminals and customer-facing screens into powerful engagement tools. This patent-pending touchscreen application enables in-store marketing campaigns, loyalty program enrollment, and even QR code scanning for streamlined customer interactions. ClearLine replaces traditional posters with smart TVs, displaying interactive QR-code ads and real-time coupon redemptions, creating a measurable impact on store revenue and customer satisfaction.
By capturing detailed analytics, ClearLine offers merchants actionable insights to drive growth and foster customer loyalty. This Software as a Service (SaaS) solution is compatible across various devices, positioning ClearLine as a high-value asset for retailers and an anticipated growing significant revenue driver for SurgePays.
Lead Generation
Effective December 31, 2024, the Company’s management elected to abandon its lead generation segment operations as part of a strategic reassessment of its business lines. This decision followed a review by the Chief Operating Decision Maker (“CODM”, which is our Chief Executive Officer), who had been regularly evaluating the segment’s financial performance and determined that its continued operation was no longer aligned with the Company’s long-term strategic objectives.
Growth Strategies
At SurgePays, our growth strategy is simple yet powerful: leverage our strengths across business segments to drive for sustainable, scalable growth. Each business unit and service is aligned with our mission to create lasting value, enabling us to be strategically positioned for our goal of long-term profitability.
MVNO Communications
Subsidized Services:
| ● | Expand Distribution: Strengthen our footprint in convenience stores, bodegas, and neighborhood retail locations to meet customers where they are, while accelerating growth through online sales channels. | |
| ● | Simplify Engagement: Make Lifeline enrollments easy by integrating them directly at the point of sale, eliminating friction for eligible customers. | |
| ● | Drive Growth: Fuel subscriber growth through strategic partnerships and incentives, focusing on expanding our reach and value to customers. |
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Prepaid Services:
| ● | Optimize Sales Channels: Amplify the POS platform to maximize every sales opportunity, while seamlessly converting subsidized subscribers to non-subsidized services as their needs evolve. | |
| ● | Leverage Buying Power: Harness our purchasing power to offer competitively priced plans and affordable SIM kits through our convenience store network, delivering a strong value proposition. | |
| ● | Expand Rural Reach: Target rural markets where competition is low and demand is high, offering compelling pricing and retaining customers by promoting non-subsidized services in times of funding variability. |
Comprehensive Platform Services
SurgePays Prepaid Wireless Top-Ups:
| ● | Enhance Service Delivery: Continuously evolve our prepaid wireless offerings to align with customer needs, creating a seamless experience that keeps customers coming back. | |
| ● | Strengthen Partnerships: Expand our distributor relationships with innovative POS technology, deepening market penetration and maximizing channel efficiency. | |
| ● | Leverage Data: Deploy transaction data insights for targeted marketing, tailoring offers that boost customer retention and increase lifetime value. |
ClearLine:
| ● | Engage Customers: Transform each payment terminal into a dynamic engagement and SaaS marketing tool, maximizing brand interaction at every transaction. | |
| ● | Boost Revenues: Drive sales through digital loyalty programs, targeted marketing campaigns, and customer feedback initiatives that enhance satisfaction and retention. | |
| ● | Leverage Data Insights: Use customer data to create targeted promotions and operational improvements, giving merchants actionable insights that deepen their customer relationships. |
Synergy Across Business Units
Our integrated approach means all units work in unison, creating efficiency and value that is hard to replicate. By aligning technology, data, and market expansion strategies, we are building a cohesive platform with a unique value proposition:
| ● | Technology Integration: Our POS platforms unify transactions across prepaid wireless, financial products, and merchant services, delivering a streamlined retail experience. | |
| ● | Data-Driven Engagement: Data analytics from our ACH banking and fintech transactions platform unlock valuable insights, enhancing customer engagement across all segments. | |
| ● | Strategic Market Expansion: With a focus on underserved and rural markets, we are capturing untapped potential and fostering lasting customer loyalty. |
COMPARISON OF THREE MONTHS ENDED March 31, 2025 AND 2024
Reclassifications
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the consolidated results of operations, stockholders’ deficit, or cash flows.
We measure our performance on a consolidated basis as well as the performance of each segment.
We report our financial performance based on the following segments: Mobile Virtual Network Operators (MVNO), and Comprehensive Platform Service (Top-up). The MVNO segment is further broken down into subsidized and non-subsidized components. The subsidized component or ACP is the result of the mobile broadband (internet connectivity) services provided by SurgePhone Wireless and Torch Wireless to low-income consumers and accounts for the majority of our revenue. The Comprehensive Platform Service segment is comprised of Surge Fintech and ECS as previously shown.
The segment amounts included in MD&A are presented on a basis consistent with our internal management reporting. Additional information on our reportable segments is contained in Note 10 – Segment Information and Geographic Data of the Notes to Financial Statements.
Revenues during the three months ended years ended March 31, 2025 and 2024 consisted of the following:
| 2025 | 2024 | |||||||
| Revenue | $ | 10,577,429 | $ | 31,429,135 | ||||
| Cost of revenue (exclusive of depreciation and amortization) | (13,519,775 | ) | (23,246,468 | ) | ||||
| General and administrative | (4,637,556 | ) | (6,430,806 | ) | ||||
| Income (Loss) from operations | $ | (7,579,902 | ) | $ | 1,751,861 | |||
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Revenue decreased overall by $20,851,706 (66.3%) from the three months ended March 31, 2024 to the three months ended March 31, 2025. The breakout was as follows:
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues: | ||||||||
| Mobile Virtual Network Operator | $ | 2,285,823 | $ | 28,892,590 | ||||
| Comprehensive Platform Services | 8,291,606 | 2,530,589 | ||||||
| Other Corporate Overhead | - | 5,956 | ||||||
| Total | $ | 10,577,429 | $ | 31,429,135 | ||||
Mobile Virtual Network Operators consisting of SurgePhone Wireless and Torch Wireless revenues (as detailed in Notes 2 and 10 of the financial statements) decreased by $26,606,767 (92.1%). Due to a lack of additional funding from Congress, April 2024 was the last month ACP households received the full ACP discount, as they had received in prior months, and effective June 1, 2024, households no longer receive an ACP discount.
As a transition strategy, we decided to keep the existing base of subscribers from the former ACP enrolled in our network with a built-in subscriber base of 250,000. We chose to keep our subscribers active, absorbing the wholesale costs (averaging around $7-10 per subscriber per month), and put our strong balance sheet to work to replace the cash inflow we lost once ACP funding ran out. We transitioned over 80,000 subscribers to the Lifeline program during 2024.
The Company signed a Master Services Agreement (MSA) with TerraCom, Inc. (“TerraCom”), a wireless service provider and licensed Lifeline provider, effective October 3, 2024, in order to execute the strategy of offering Lifeline to our existing ACP subscriber base. This agreement allows us to offer a government-subsidized program to our previous 250,000 ACP wireless subscribers. We transitioned over 80,000 subscribers to the Lifeline program during 2024. Equally important, this allows us to reignite our sales channels to acquire new Lifeline subscribers who lost their ACP service when their carrier chose to shut them off.
Comprehensive Platform Services revenues increased by $5,761,017 as a result of increasing our sales force and hiring of a new Director of Sales and renewed focus on this segment of the business. The Company expects this segment to continue to grow for the remainder of 2025.
Effective December 31, 2024, the Company’s management elected to abandon its lead generation segment operations as part of a strategic reassessment of its business lines. This decision followed a review by the Chief Operating Decision Maker (“CODM”, which is our Chief Executive Officer), who had been regularly evaluating the segment’s financial performance and determined that its continued operation was no longer aligned with the Company’s long-term strategic objectives. The revenue was $0 and $0 respectively in years ended December 31, 2024 and 2023. Comparison numbers for the lead generation segment are shown in the respective Other Corporate Overhead lines.
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Cost of Revenue, Gross Profit and Gross Margin
For the three months ended March 31, 2025, cost of revenue for services primarily consists of data plan expenses ($2,859,283), prepaid retail expenses ($8,330,157), devices ($391,539), marketing ($124,721), advertising ($516,778) and other expenses such as royalties and call-center expenses ($1,297,297). For the three months ended March 31, 2024, cost of revenue for services primarily consists of data plan expenses ($8,979,344), devices ($3,900,413), marketing ($5,799,322), advertising ($2,937,608) and other expenses such as royalties and call-center expenses ($1,849,779).
We expect that our cost of revenue will increase or decrease to the extent that our revenue increases and decreases.
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cost of Revenue (exclusive of depreciation and amortization): | ||||||||
| Mobile Virtual Network Operator | $ | 5,189,618 | $ | 20,760,199 | ||||
| Comprehensive Platform Services | 8,330,157 | 2,481,806 | ||||||
| Other Corporate Overhead | - | 4,463 | ||||||
| Total | $ | 13,519,775 | $ | 23,246,468 | ||||
Gross profit margin is calculated as revenue less cost of revenue. Gross profit margin is gross profit expressed as a percentage of revenue. Our gross profit in future periods will depend on a variety of factors, including market conditions that may impact our pricing, sales mix among devices, sales mix changes among consumables, excess and obsolete inventories, and the cost of our products from manufacturers. Our gross profit in future periods will vary based upon our revenue stream mix and may increase based upon our distribution channels
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Gross Profit (Loss) (exclusive of depreciation and amortization): | ||||||||
| Mobile Virtual Network Operator | $ | (2,903,795 | ) | $ | 8,132,391 | |||
| Comprehensive Platform Services | (38,551 | ) | 48,783 | |||||
| Other Corporate Overhead | - | 1,493 | ||||||
| Total | $ | (2,942,346 | ) | $ | 8,182,667 | |||
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Gross Margin: | ||||||||
| Mobile Virtual Network Operator | % | (127.0 | ) | % | 28.1 | |||
| Comprehensive Platform Services | (0.5 | ) | 1.9 | |||||
| Other Corporate Overhead | - | 52.2 | ||||||
| Total | % | (27.8 | ) | % | 26.0 | |||
The Company expects to continue the improvement of gross margin in the Comprehensive Platform Service segment during 2025. As we continue to expand both subsidized and non-subsidized products of the MNVO segment in 2025, we also anticipate gross margins in the MVNO segment will increase with an aim to return to positive results.
General and administrative during the three months ended March 31, 2025 and 2024 consisted of the following:
| 2025 | 2024 | |||||||
| Depreciation and amortization | $ | 249,575 | $ | 289,467 | ||||
| Selling, general and administration | 4,387,981 | 6,141,339 | ||||||
| Total | $ | 4,637,556 | $ | 6,430,806 | ||||
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Selling, general and administrative expenses during the three months ended March 31, 2025 and 2024 consisted of the following:
| 2025 | 2024 | |||||||
| Contractors and consultants | $ | 845,094 | $ | 1,224,879 | ||||
| Professional services | 165,813 | 703,447 | ||||||
| Compensation | 1,730,440 | 3,188,028 | ||||||
| Computer and internet | 259,085 | 209,547 | ||||||
| Advertising and marketing | 23,480 | 16,806 | ||||||
| Insurance | 283,202 | 283,875 | ||||||
| Other | 1,080,867 | 514,757 | ||||||
| Total | $ | 4,387,981 | $ | 6,141,339 | ||||
Selling, general and administrative costs (S, G & A) decreased by $1,753,358 (28.6%). The changes are discussed below:
| ● | Contractors and consultants expense decreased by $379,785 or 31.0% from $1,224,879 for the three months ended March 31, 2024 to $845,094 for the three months ended March 31, 2025. The Company decreased the spend in the period ending March 31, 2025 by over $500,000 compared to the period ending March 31, 2024, with consultants to provide advisory services specifically in the area of investment relations to identify opportunities to increase our shareholder value. |
| ● | Professional services decreased $537,634 or 76.4% from the three months ended March 31, 2024 to the three months ended March 31, 2025 primarily due to a decrease in legal fees of $551,726. Specifically, the legal fees for the Blue Skies Connections, LLC litigation decreased by $391,354 from the three months ended March 31, 2024 to the three months ended March 31, 2025. |
| ● | Compensation decreased from $3,188,028 for the three months March 31, 2024 to $1,730,440 for the three months ended March 31, 2025, primarily as a result of change in one-time non-cash component for stock compensation for the CEO and CFO of $1,359,931 for the period ending March 31, 2025 compared to $155,119 for the period ending March 31, 2025. |
| ● | Computer and internet costs increased $49,538 or 23.6% from the three months ended March 31, 2024 to the three months ended March 31, 2025. The increase was primarily the result of increased programming and support services related to the maintenance and cloud services. |
| ● | Advertising and marketing costs increased to $23,480 for the three months ended March 31, 2025 from $16,806 for the three months ended March 31, 2024, primarily additional marketing of the Clearline platform. |
| ● | Insurance expense decreased to $283,202 for the three months ended March 31, 2025 from $283,875 for the three months ended March 31, 2024. |
| ● | Other costs increased $566,110 or 110.0 % from the three months ended March 31, 2024 to the three months ended March 31, 2025. Most of the increase was related to sales tax in various states. |
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Other (expense) income during the three months ended March 31, 2025 and 2024 consisted of the following:
| 2025 | 2024 | |||||||
| Interest, net | $ | (119,434 | ) | $ | (132,583 | ) | ||
| Interest income | 56,903 | - | ||||||
| Other income | 7,140 | |||||||
| Gain (loss) on equity investment in Centercom | 16,153 | |||||||
| Total other (expense) income | $ | (55,391 | ) | $ | (116,430 | ) | ||
Interest expense decreased to $119,434 in the three months ended March 31, 2025 from $132,583 in the three months ended March 31, 2024.
The equity investment in Centercom changed by $0 in the three months ended March 31, 2025 compared to an increase of $16,153 in the three months ended March 31, 2024. As of December 31, 2024, The Company determined that it would no longer utilize the Business Process Outsourcing (BPO) services of CenterCom. As of December 31, 2024, the Company assessed its investment in CenterCom and determined there was an impairment. Factors leading to this decision included a change in ownership and large reduction in human capital. As a result, CenterCom was materially impacted and could no longer continue its operations.
Provision for income tax benefit (expense) during the three months ended March 31, 2025 and 2024 consisted of the following:
| 2025 | 2024 | |||||||
| Current | $ | - | $ | 130,000 | ||||
| Deferred | - | 293,000 | ||||||
| Total provision (benefit) | $ | - | $ | 423,000 | ||||
Equity Transactions for the Three Months Ended March 31, 2025
No transactions.
Segment Information
Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer.
The Company evaluated the performance of its operating segments based on revenues and operating income (loss). Segment information for the three months ended March 31, 2025 and 2024, are as follows:
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | ||||||||
| Mobile Virtual Network Operator | $ | 2,285,823 | $ | 28,892,590 | ||||
| Comprehensive Platform Services | 8,291,606 | 2,530,589 | ||||||
| Other Corporate Overhead | - | 5,956 | ||||||
| Total | $ | 10,577,429 | $ | 31,429,135 | ||||
| Cost of revenues | ||||||||
| Mobile Virtual Network Operator | $ | 5,189,618 | $ | 20,760,199 | ||||
| Comprehensive Platform Services | 8,330,157 | 2,481,806 | ||||||
| Other Corporate Overhead | - | 4,463 | ||||||
| Total | $ | 13,519,775 | $ | 23,246,468 | ||||
| Operating expenses | ||||||||
| Mobile Virtual Network Operator | $ | 596,226 | $ | 34,831 | ||||
| Comprehensive Platform Services | 906,996 | 719,364 | ||||||
| Other Corporate overhead | 3,134,334 | 5,676,611 | ||||||
| Total | $ | 4,637,556 | $ | 6,430,806 | ||||
| Income from operations | ||||||||
| Mobile Virtual Network Operator | $ | (3,500,021 | ) | $ | 8,097,560 | |||
| Comprehensive Platform Services | (945,547 | ) | (670,581 | ) | ||||
| Other Corporate Overhead | (3,134,334 | ) | (5,675,118 | ) | ||||
| Total | $ | (7,579,902 | ) | $ | 1,751,861 | |||
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Segment information for the Company’s assets and liabilities at March 31, 2025 and December 31, 2024, are as follows:
| March 31, 2025 | December 31, 2024 | |||||||
| Total Assets | ||||||||
| Mobile Virtual Network Operator | $ | 5,132,592 | $ | 8,472,349 | ||||
| Comprehensive Platform Services | 4,915,593 | 4,884,817 | ||||||
| Other Corporate overhead | 5,615,854 | 10,618,839 | ||||||
| Total | $ | 15,664,039 | $ | 23,976,005 | ||||
| Total Liabilities | ||||||||
| Mobile Virtual Network Operator | $ | 1,155,359 | $ | 1,505,400 | ||||
| Comprehensive Platform Services | 338,593 | 103,612 | ||||||
| Other Corporate overhead | 6,388,648 | 7,105,380 | ||||||
| Total | $ | 7,882,600 | $ | 8,714,392 | ||||
All intercompany accounts are separately presented above as both a component of the assets and liabilities. These amounts net to $0 in the Company’s consolidated balance sheets.
Mobile Virtual Network Operator
The MVNO revenue for the three months ended March 31, 2025 decreased by $26,606,767 as compared to the three months ended March 31, 2024. Cost of revenues for the three months ended March 31, 2025, decreased by $15,570,581 from the same period ended March 31, 2024, as a result of the lack of additional funding from Congress, April 2024 was the last month ACP households received the full ACP discount, as they had received in prior months, and effective June 1, 2024, households no longer receive an ACP discount.
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Comprehensive Platform Services
The revenue for the three months ended March 31, 2025 was $8,291,606 compared to $2,530,589 for the same period in 2024. The increase of 227.7% was the result of hiring new salespersons and a renewed focus on the market segment.
Overall
The overall decrease in revenue of $20,851,706 from 2024 to 2025 for the three months ended March 31, can be attributed to the elimination of the ACP during the first half of 2024.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2025 and December 31, 2024, our current assets were $9,850,620 and $17,870,323, respectively, and our current liabilities were $5,740,255 and $6,059,476, respectively, which resulted in a working capital surplus of $4,110,365 and of $11,810,847, respectively.
Total assets at March 31, 2025 and December 31, 2024 amounted to $15,664,039 and $23,976,005, respectively. Total assets decreased by $8,311,966 from December 31, 2024 to March 31, 2025. At March 31, 2025, assets consisted of current assets of $9,850,620, net property and equipment of $523,556, net intangible assets of $1,309,510, goodwill of $3,300,000, note receivable of $176,851 and operating lease right of use asset of $503,502, compared to at December 31, 2024, current assets of $17,870,323, net property and equipment of $591,088, net intangible assets of $1,472,962, goodwill of $3,300,000, note receivable of $176,851, and operating lease right of use asset of $564,781.
At March 31, 2025, our total liabilities were $7,882,600 compared to total liabilities of $8,714,392 at December 31, 2024. This $831,792 decrease was related to the repayment during the three months ended March 31, 2025 of the various notes payable.
At March 31, 2025, our total stockholders’ equity was $7,781,439 as compared to $15,261,613 at December 31, 2024.
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The following table sets forth the major sources and uses of cash for the three months ended March 31, 2025 and 2024.
| 2025 | 2024 | |||||||
| Net cash provided by operating activities | $ | (6,963,484 | ) | $ | 4,040,058 | |||
| Net cash used in investing activities | (18,590 | ) | - | |||||
| Net cash provided by (used in) financing activities | (410,545 | ) | 24,282,960 | |||||
| Net change in cash and cash equivalents | $ | (7,392,619 | ) | $ | 28,323,018 | |||
Net cash used in operating activities for the three months ended March 31, 2025, was primarily due to the net loss for the period of $7,635,084.
Net cash used in investing activities for the three months ending March 31, 2025 was primarily due to payment for leases.
Net cash used for financing activities for the three months ended March 31, 2025 is primarily due to the repayment of debt.
As a result of net negative cash provided by operating activities and investing activities in 2025, our overall cash decreased in 2025 by $7,392,619, compared to an increase of cash in 2024 primarily driven by net cash provided for by a capital raise and exercise of warrants $28,323,018.
At March 31, 2025, the Company had the following material commitments and contingencies.
Notes payable – related party - See Note 6 to the Consolidated Financial Statements.
Notes payable and long-term debt - See Note 6 to the Consolidated Financial Statements.
Related party transactions - See Note 2 to the Consolidated Financial Statements for additional discussion.
Cash requirements and capital expenditures – Due to the end of the ACP program in 2024 and the reduction in total revenues and margins, we may not have sufficient resources to continue to fund operations for the next twelve months without additional funding. We are currently exploring various strategic opportunities; however, we have no commitments at this time and no known timing as to when any transaction may occur. We will only pursue options that we believe are in the best interest of, and on the best terms for, the Company.
The Company kicked of several initiatives in April of 2025. We have begun the launch of LinkUp Mobile SIM (subscriber identity module) cards into the national retail market. LinkUp Mobile has also launched its phone in a box program. Thousands of phones have already been purchased by convenience stores, which we believe is a positive sign for our future capabilities. Torch Wireless, supported by the Lifeline program, is now actively expanding its subscriber base in the state of California. This development is noteworthy for the growth of the Torch offering, as California provides an additional revenue incentive for its subscribers and has a large potential subscriber base. The wholesale MVNE (Mobile Virtual Network Enabler) leveraging technology and industry expertise has allowed us to expand services as a Mobile Network Enabler. Leveraging our direct carrier relationship, we offer billing, provisioning, SIM cards, and services to wireless companies lacking direct carrier access. Two such companies have already embraced this offering, and we anticipate more to join in the near future. We believe the MVNE solution will continue to uniquely position us for additional rapid growth into the subscriber activation channel by enabling other wireless companies who lack a direct carrier relationship. Clear-line has launched a comprehensive code management campaign, providing services to over 1,600 convenience stores. In addition to this new business venture, Shortcode, the ability to dynamic content and features into posts, pages and widgets, has been provisioned with all carriers in preparation for a national campaign scheduled to launch in July.
Known trends and uncertainties – The Company continues to explore potential strategic opportunities to acquire other businesses with similar business operations, or businesses we believe could be potentially symbiotic. While we are currently exploring various strategic opportunities, we have no commitments at this time and no known timing as to when any opportunities may arise. We will only pursue opportunities that we believe are in the best interest of, and on the best terms for, the Company.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which were prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue and expenses. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and any such differences may be material.
While our significant accounting policies are more fully described in Note 2—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K, we believe the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and which require our most difficult, subjective and complex judgments.
Use of Estimates
Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.
Significant estimates during the three months ended March 31, 2025 and 2024, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of derivative liabilities, valuation of stock-based compensation, estimated useful lives related to intangible assets, capitalized internal-use software development costs, and property and equipment, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets.
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Fair Value of Financial Instruments
The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.
The three tiers are defined as follows:
| ● | Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; | |
| ● | Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and | |
| ● | Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.
Impairment of Long-lived Assets including Internal Use Capitalized Software Costs
Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.
If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Inventory Valuation
Inventory is stated at the lower of cost or net realizable value (average cost). For items manufactured by third parties, cost is determined using the weighted average cost method (WAC). We write down inventory when it has been determined that conditions exist that may not allow the inventory to be sold for at the intended price or the inventory is determined to be obsolete based on assumption about future demand and market conditions. The charge related to inventory write-downs is recorded as cost of goods sold. We evaluate inventory at least annually and at other times during the year. We have incurred and may in the future incur charges to write down inventory.
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Internal Use Software Development Costs
We capitalize certain internal use software development costs associated with creating and enhancing internally developed software related to our technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and external direct costs of materials and services consumed in developing or obtaining the software. Software development costs that do not meet the qualification for capitalization, as further discussed below, are expensed as incurred and recorded in general and administrative expenses in the consolidated results of operations.
Revenue from Contracts with Customers
We account for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), and ASC 842, Leases (“ASC 842”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
● Step 1: Identify the contract with the customer.
● Step 2: Identify the performance obligations in the contract.
● Step 3: Determine the transaction price.
● Step 4: Allocate the transaction price to the performance obligations in the contract.
● Step 5: Recognize revenue when, or as, the company satisfies a performance obligation.
Stock-Based Compensation
The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options.
The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.
Stock Warrants
In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model.
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Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.
Recent Accounting Pronouncements
In the normal course of business, we evaluate all new accounting pronouncements issued by the Financial Accounting Standards Board, SEC, or other authoritative accounting bodies to determine the potential impact they may have on our Consolidated Financial Statements. Refer to Note 2 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Under the PCAOB standards, a control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit the attention by those responsible for oversight of the company’s financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act). Our management has determined that, as of March 31, 2025, the Company’s disclosure controls are effective, but the Company lacks segregation of duties similar to other companies our size.
Changes in Internal Control over Financial Reporting
During the period ended March 31, 2025, there were no changes in our internal controls over financial reporting, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
From time to time, we may be engaged in various lawsuits and legal proceedings in the ordinary course of our business. Except as described below, we are currently not aware of any legal proceedings the ultimate outcome of which, in our judgment based on information currently available, would have a material adverse effect on our business, financial condition or results of operations.
The following is a summary of threatened, pending, asserted or unasserted claims against us or any of our wholly owned subsidiaries for which there have been material developments since March 31, 2024.
| (1) | Juno Financial v. AATAC and Surge Holdings Inc. and Surge Holdings Inc. v. AATAC; Circuit Court of Hillsborough County, Florida, Case # 20-CA-2712 DIV A: Breach of Contract, Account Stated and Open Account claims against Surge by a factoring company. Surge has filed a cross-complaint against defendant AATAC for Breach of Contract, Account Stated, Open Account and Common Law Indemnity. The Court dismissed the case with the agreement of the parties at a case management conference on September 12, 2024. |
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| (3) | Blue Skies Connections, LLC, and True Wireless, Inc. v. SurgePays, Inc., et. al.: In the District Court of Oklahoma County, OK, CJ-2021-5327, filed on December 13, 2021. Plaintiffs’ petition alleges breach of a Stock Purchase Agreement by SurgePays, SurgePhone Wireless, LLC, and Kevin Brian Cox (“Defendants”), and makes other allegations related to SurgePays’ consulting work with Jonathan Coffman, formerly a True Wireless employee. The petition requests injunctive relief, general damages, punitive damages, attorney fees and costs for alleged breach of contract, tortious interference with a business relationship, and fraud. Blue Skies alleged the Defendants are in violation of their non-competition and non-solicitation agreements related to the sale of True Wireless from SurgePays to Blue Skies. Defendants filed various dispositive motions with the Court demonstrating Oklahoma state law does not recognize non-compete agreements and non-solicitation agreements in the manner alleged by Plaintiffs, and the Court granted these motions, finding the non-solicitation and non-competition clauses in the Stock Purchase Agreement void as a matter of Oklahoma law. Defendants then filed additional dispositive motions on Plaintiffs’ claims in tort and equity, which the Court granted in part based on its prior rulings. Plaintiffs took the position the Court granting Defendants’ dispositive motions on these material issues only leaves partial contract claims that are inextricably intertwined with the remaining claims and defences. Plaintiffs sought a certified interlocutory appeal of the Court’s orders. On March 10, 2025, the Oklahoma Supreme Court entered an order denying Plaintiffs’ Petition for Certiorari to review the certified interlocutory appeal. The case will now proceed in the district court on the parties’ remaining claims. Presently, there is no trial date. An attempt at mediation in July 2022 did not achieve a settlement. Any further settlement discussions will occur in the context of Defendants having prevailed on the majority of Plaintiffs’ claims. | |
| In the Circuit Court of Tennessee for the 30th Judicial District at Memphis, Docket # CT-3219-23. On August 8, 2023, a complaint was filed by SurgePays for breach of a promissory note by Blue Skies Connections, LLC. The note at issue is dated June 14, 2021, and requires Blue Skies Connections to repay the principal sum of $176,850.56, by monthly payments of $7,461.37 commencing on June 1, 2023. Blue Skies Connections has failed to make any payments due under the terms of the note, and this breach entitles SurgePays to demand payment of the entire amount of the note together with all accrued interest. Blue Skies Connections responded by filing a Motion to Dismiss or, in the alternative, a Motion to Stay, taking the position that, under the prior suit pending doctrine, the subject promissory note is subject to the prior litigation instituted by Blue Skies Connections against SurgePays, styled Skies Connections, LLC and True Wireless, Inc. v. SurgePays, Inc., et al., Case No. CJ-2021-5327, District Court of Oklahoma County, Oklahoma. Surge Pays elected to dismiss its complaint without prejudice and is in the process of re-filing the matter in the District Court of Oklahoma County, Oklahoma. |
| (4) | Robert Aliotta and Steve Vasquesz, on behalf of themselves and others similarly situated v. SurgePays, Inc. d/b/a Surge Logics, filed January 4, 2023, in the U.S. District Court for the Northern District of Illinois, Case No. 1:23-cv-00042. Plaintiffs allege violations of the Telephone Consumer Protection Act (TCPA) and the Florida Telephone Solicitations Act (FTSA) based on telephone solicitations allegedly made by or on behalf of SurgePays, Inc. Plaintiffs seek damages for themselves and seek certification of a class action on behalf of others similarly situated. Defendants intend to vigorously defend the action however most similar cases are eventually resolved by an out-of-court settlement. A Confidential Settlement Agreement and Release of Claims has been entered into in April 2024 and a Dismissal Order was entered by the Court on April 30, 2024. | |
| (5) | SurgePays, Inc. et al. v. Fina et al., Case No. CJ-2022-2782, District Court of Oklahoma County, Oklahoma. Plaintiffs SurgePays, Inc. and Kevin Brian Cox initiated this case against its former officer Mike Fina, his companies Blue Skies Connections, LLC, True Wireless, Inc., Government Consulting Solutions, Inc., Mussell Communications LLC, and others. This case also arises from the June 2021 transaction by which SurgePays sold True Wireless to Blue Skies. During the litigation of CJ-2021-5327 described above, SurgePays learned information that showed Mike Fina breached his duties owed to True Wireless during his employment and consulting work for True Wireless prior to SurgePays’ sale of True Wireless to Blue Skies. SurgePays alleges that Mike Fina conspired with the other defendants to damage True Wireless thereby harming the value of the company and causing its eventual sale at a greatly reduced price. SurgePays asserts claims for (i) breach of contract; (ii) breach of fiduciary duty; (iii) fraud; (iv) tortious interference; and (v) unjust enrichment. At this stage, no defendant has asserted a counterclaim against SurgePays. SurgePays filed a Second Amended Petition on January 27, 2023. Defendants Fina, Blue Skies, True Wireless, and Government Consulting Solutions filed a Motion to Dismiss on March 10, 2023. On June 29, 2023, the Court granted the Motion to Dismiss, ruling the claims asserted are “derivative” and could only be asserted by the True Wireless entity now owed by Blue Skies. The Court rejected SurgePays’ request to certify this ruling for immediate appeal. Defendant Misty Garrett filed a Motion for Summary Judgment seeking the same relief as the Motion to Dismiss, which was granted by the Court. All claims against all parties have been adjudicated by the Court. SurgePays filed a Motion for New Trial, which is set on February 20, 2025. It is SurgePays’ intent to appeal the Court’s dismissal of Fina, Blue Skies, True Wireless, Government Consulting Solutions, and Misty Garrett if its Motion for New Trial is not granted by the Court. At this stage, no attempts at settlement have been made. | |
| (6) | Consumer Attorney Marketing Group, LLC v. LogicsIQ, Inc. and SurgePays, Inc. On February 13, 2024, in the Superior Court of California, Los Angeles County, Case No. 24 ST CV 03653, Consumer Attorney Marketing Group, LLC (“CAMG”) filed a complaint naming SurgePays, Inc. (the “Company”) a defendant and alleging claims for breach of contract, declaratory judgment and express and implied indemnity. The complaint demands that defendants indemnify CAMG for any damages or losses that CAMG may incur in the case Robert Aliotta, et al. v. SurgePays, Inc. d/b/a SurgeLogics, Case No. 23 C 00042, pending in the U.S. District Court for the Northern District of Illinois. CAMG’s claims against the Company are solely based upon theories of participatory and vicarious liability. A Confidential Settlement Agreement and Release of Claims has been entered into in April 2024 and a Dismissal Order has been entered by the Court. |
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ITEM 1A: RISK FACTORS
Not applicable.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4: MINE SAFETY DISCLOSURES.
Not applicable
ITEM 5: OTHER INFORMATION.
For the three months ended March 31, 2025, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defence conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).
Issuer Purchases of Equity Securities
On August 13, 2024, the Company entered into a share repurchase program with ThinkEquity LLC for up to $5,000,000 shares of its common stock. During the three months ended September 30, 2024, the Company reacquired, on the open market, 81,850 shares of stock for $146,836, at an average price of $1.79/share. All shares purchased are intended to qualify for the safe harbor in rule 10b-18. On October 1, 2024, the Company decided to terminate the share repurchase program and will no longer be making any reacquisitions.
ITEM 6: EXHIBITS
| Exhibit | ||
| Number | Exhibit Description | |
| 31.1* | Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer | |
| 31.2* | Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer | |
| 32.1** | Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer | |
| 32.2** | Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith.
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SURGEPAYS, INC. | ||
| Date: May 13, 2025 | ||
| By: | /s/ Kevin Brian Cox | |
| Kevin Brian Cox | ||
Chief Executive Officer (Principal Executive Officer) | ||
| Date: May 13, 2025 | /s/ Anthony Evers |
| Anthony Evers | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
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