UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 7.01. Regulation FD Disclosure.
On November 3, 2026, SurgePays, Inc. (the “Company”) issued a press release announcing the Prepaid Wireless Purchase Commitment described in Item 8.01 below. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
On September 30, 2026, the Company entered into a Prepaid Wireless Purchase Commitment (the “Agreement”) with Zulie Venture Inc., a Texas corporation that does business as “Etime system” and also operates the CellPay brand (“Etime system”). Etime system operates a payments network serving more than 1,000 retail merchant locations nationwide.
Under the Agreement, Etime system committed to purchase from the Company at least $4,000,000 in prepaid wireless airtime, top-up and refill transactions each calendar month, totaling at least $48,000,000 over the initial term from October 1, 2026 through September 30, 2027. Purchases are measured at the transaction purchase price, net of discounts, refunds and reversals. Etime system is required to make up any monthly shortfall through additional prepaid wireless transactions completed by the end of the following calendar month, in addition to that month’s minimum. The Agreement renews automatically for successive twelve-month terms at the same minimum purchase commitments unless either party gives written notice of nonrenewal at least thirty days before the end of the then-current term. The parties’ existing written business agreements continue to govern their operational and commercial relationship.
Transactions under the Agreement began in October 2026 and are processed through SurgePays POS, the Company’s retail sales and payments business. The amounts described above represent prepaid wireless purchase volume. The net revenue and gross profit the Company recognizes from that volume may be significantly lower than the volume amounts described in this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. The furnishing of the information in this Item 7.01 is not an admission as to the materiality of such information.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of SurgePays, Inc. dated November 3, 2026* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished herewith.
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1 hereto, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (15 U.S.C. §78u-5). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions, including with respect to the amount and timing of prepaid wireless transactions expected under the Agreement and its renewal. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. There can be no assurance that Etime system will meet its committed monthly or annual volume, that the Agreement will result in recurring volume, or that the Agreement will renew. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, readers should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in the Company’s filings with the Securities and Exchange Commission, including the risk factors contained in its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update these statements as a result of new information or future events, except as required by law.
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 hereunto duly authorized.
| SURGEPAYS, INC. | ||
| Date: November 3, 2026 | By: | /s/ Kevin Brian Cox |
| Name: | Kevin Brian Cox | |
| Title: | Chief Executive Officer | |