SurgePays Inc
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 12, 2024
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Item 5. OTHER INFORMATION
During the nine months ended September 30, 2024, certain of our officers and directors adopted or terminated Rule10b5-1 trading arrangements as follows:
On March 14, 2024, Kevin Brian Cox, our President and Chief Executive Officer, adopted a trading plan that is intended to satisfy the conditions under Rule10b5-1(c) of the Exchange Act. Mr. Cox’s trading plan is equal to the number of shares of the Company’s common stock as reasonably estimated by the designated broker such that the net proceeds from their sale are sufficient to cover the withholding taxes resulting from the vesting of RSA grants previously issued to Mr. Cox, in amounts and prices determined in accordance with a formula set forth in the plan. The plan terminates on December 3, 2024. In the quarter ended September 30, 2024, 250,002 shares were received and 89,615 shares were sold.
On March 14, 2024, Anthony Evers, our Chief Financial Officer, adopted a trading plan that is intended to satisfy the conditions under Rule10b5-1(c) of the Exchange Act. Mr. Evers’ trading plan is equal to the number of shares of the Company’s common stock as reasonably estimated by the designated broker such that the net proceeds from their sale are sufficient to cover the withholding taxes resulting from the vesting of RSA grants previously issued to Mr. Evers, in amounts and prices determined in accordance with a formula set forth in the plan. The plan terminates on December 31, 2024. For the quarter ended September 30, 2024, 200,001 shares were received and 110,001 shares were sold.
Except as disclosed above, none of our directors or executive officers adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any “non-Rule10b5-1 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.
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