SurgePays, Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
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, 2025 · Filed Nov 12, 2025
SURG$0.17+2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023493
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001493152-25-021950
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 148 previous paragraphs and 156 current paragraphs.
101 unchanged; 44 reworded; 11 added; 1 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 26 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Mobile Virtual Network Operators consisting of Torch Wireless revenues (as detailed in Notes 2 and 10 of the financial statements) increased by $5,537,516 (23456.1%). The revenue increase is a direct result of the expansion of the Lifeline program in California.
Current report
During the quarter, the Company launched its Growth Marketing and Data Partnerships Division. The division is focused on monetizing SurgePays’ expanding consumer data ecosystem by integrating marketing performance, analytics, and audience management across the Company’s platforms, including Torch Wireless and LinkUp Mobile. In addition, this division will leverage the Company’s proprietary intake and audience intelligence platform previously developed under the legacy LogicsIQ subsidiary to support targeted engagement of underserved consumers. We expect this initiative will strengthen recurring revenue opportunities by improving customer acquisition efficiency and enabling data-driven cross sell programs across the Company’s distribution network.
Current report
COMPARISON OF NINE MONTHS ENDED September 30, 2025 AND 2024
Current report
On September 25, 2025, the Company entered into a one-year (1) Note Purchase Agreement with LGH Investments in the original principal amount of $770,000. The Note accrues interest at a rate of 8% per annum, with a default rate of 22%. The Note contains embedded conversion features that allow the Investor to convert outstanding principal and accrued interest into shares of the Company’s common stock at the following terms:
Current report
● Third tranche: the remaining principal and accrued interest convertible at $6.00 per share; however, upon the occurrence of an event of default, all tranches may alternatively be converted at 85% of the lowest daily volume-weighted average price (“VWAP”) of the Company’s common stock during the five trading days immediately preceding the conversion date.
Current report
On September 9, 2025, the Company entered into a six-month (6) Note with an individual in the original principal amount of $1,000,000. As of September 30, 2025, the Company was in compliance with all terms and conditions of the Note.
Current report
On September 25, 2025, the Company entered into a one-year (1) Note Purchase Agreement with LGH Investments in the original principal amount of $770,000. The Note accrues interest at a rate of 8% per annum, with a default rate of 22%. The Note contains embedded conversion features that allow the Investor to convert outstanding principal and accrued interest into shares of the Company’s common stock at the following terms:
Current report
● Third tranche: the remaining principal and accrued interest convertible at $6.00 per share; however, upon the occurrence of an event of default, all tranches may alternatively be converted at 85% of the lowest daily volume-weighted average price (“VWAP”) of the Company’s common stock during the five trading days immediately preceding the conversion date.
Current report
The net proceeds from the notes executed during the quarter ending September 30, 2025 was $1,822,426.
Current report
On October 7, 2025, the Company entered into a one-year (1) Note Purchase Agreement with GS Capital Partners, LLC (the “Investor”), pursuant to which the Company issued a Convertible Note in the original principal amount of $385,000 (the “Note”). The purchase price of $350,000.00 plus an original issue discount in the amount of $35,000 (the “OID”), and to pay a one-time interest charge on the Principal Amount hereof at the rate of eight percent (8%) (the “Interest Rate”) (which is equal to $30,800.00 and shall be guaranteed and earned in full).
Current report
On October 9, 2025, the Company entered into a one-year (1) Note Purchase Agreement with BHP Capital NY, Inc. (the “Investor”), pursuant to which the Company issued a Convertible Note in the original principal amount of $385,000 (the “Note”). The purchase price of $600,000.00 plus an original issue discount in the amount of $60,000 (the “OID”), and to pay a one-time interest charge on the Principal Amount hereof at the rate of eight percent (8%) (the “Interest Rate”) (which is equal to $52,800.00 and shall be guaranteed and earned in full.
Removed paragraphs (1)
Previous report
COMPARISON OF SIX MONTHS ENDED June 30, 2025 AND 2024
Reworded paragraphs (44)
Previous wording
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 June 30, 2025 and 2024 and for the three and six months then ended includes the accounts of SurgePays, Inc. and its wholly owned subsidiaries during the period owned by SurgePays, Inc.
Current wording
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 September 30, 2025 and 2024 and for the three and nine months then ended includes the accounts of SurgePays, Inc. and its wholly owned subsidiaries during the period owned by SurgePays, Inc.
Previous wording
SurgePays, Inc (“SurgePays,” “we” the “Company”) was incorporated in Nevada on August 18, 2006 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.
Current wording
SurgePays, Inc (“SurgePays,” “we” the “Company”) was incorporated in Nevada on August 18, 2006 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 KNINE 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 KNINE Media whereby KNINE Media became a wholly owned subsidiary of NAER and which resulted in the shareholders of KNINE 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 KNINE 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.
Previous wording
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.
Current wording
SurgePays continues to advance our initiative to provide direct access for our customers to nationwide 4G LTE and 5G wireless network services. Our robust infrastructure and capabilities, enable 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 offers wireless services, including SIM provisioning, billing, and airtime, to other wireless providers that do not have a direct carrier relationship. By continuing to enhance the capabilities of the internal processes as an MVNO, SurgePays is consistently expanding the MVNE revenue channel with minimal incremental cost to the Company.
Previous wording
HERO operates on a scalable per-click revenue model and supports both traditional and subsidized wireless offerings. MVNO clients benefit from HERO’s turnkey, infrastructure-free deployment and rapid go-to-market capabilities. With multiple MVNOs launched and additional partners onboarding in 2025, the Company anticipates this platform will become a major contributor to high-margin, recurring revenue.
Current wording
HERO operates on a scalable per-click revenue model and supports both traditional and subsidized wireless offerings. MVNO clients benefit from HERO’s turnkey, infrastructure-free deployment and rapid go-to-market capabilities. With multiple MVNOs launched and additional partners onboarding in 2025, SurgePays is consistently expanding the MVNE revenue channel with minimal incremental cost to the Company and anticipates this component of the business will become a major contributor to the growing robust channel offering.
Previous wording
● Scaling Lifeline enrollments in California and other high-subsidy states
Current wording
● Scaling Lifeline enrollments including high-subsidy states
Previous wording
Revenue decreased overall by $3,567,533 (23.7%) from the three months ended June 30, 2024 to the three months ended June 30, 2025. The breakout was as follows:
Current wording
Revenue increased overall by $13,910,620 (291.6%) from the three months ended September 30, 2024 to the three months ended September 30, 2025. The breakout was as follows:
Previous wording
Point-of-Sale and Prepaid Services (Prepaid) revenues increased by $6,667,640 or 258.8% 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.
Current wording
Point-of-Sale and Prepaid Services (Prepaid) revenues increased by $8,373,105 or 176.4% 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.
Previous wording
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 the year ended December 31, 2024 and in the six months ended June 30, 2025 Comparison numbers for the lead generation segment are shown in the respective Other Corporate Overhead lines.
Current wording
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 the year ended December 31, 2024 and in the nine months ended September 30, 2025 Comparison numbers for the lead generation segment are shown in the respective Other Corporate Overhead lines.
Previous wording
For the three months ended June 30, 2025, cost of revenue for services primarily consists of data plan expenses ($1,931,585), prepaid retail expenses ($9,788,814), devices ($481,737), marketing ($368,647), advertising ($331,000) and other expenses such as royalties and call-center expenses ($1,271,049). For the three months ended June 30, 2024, cost of revenue for services primarily consists of data plan expenses ($9,011,476), devices ($1,145.609), marketing ($5,763,093), advertising ($1,377,794) and other expenses such as royalties and call-center expenses ($1,230,802).
Current wording
For the three months ended September 30, 2025, cost of revenue for services primarily consists of data plan expenses ($1,753,538), prepaid retail expenses ($13,089,497), devices ($102,000), marketing ($3,129,483), advertising ($335,168) and other expenses such as royalties and call-center expenses ($2,867,085). For the three months ended September 30, 2024, cost of revenue for services primarily consists of data plan expenses ($3,567,303), devices ($175,170), marketing ($3,719,197), advertising ($116,771) and other expenses such as royalties and call-center expenses ($467,197).
Previous wording
Selling, general and administrative costs (S, G & A) decreased by $3,217,484 (45.0%). The changes are discussed below:
Current wording
Selling, general and administrative costs (S, G & A) decreased by $2,003,058 (32.5%). The changes are discussed below:
Previous wording
Interest expense increased to $212,419 in the three months ended June 30, 2025 from $116,722 in the three months ended June 30, 2024.
Current wording
Interest expense increased to $424,665 in the three months ended September 30, 2025 from $112,814 in the three months ended September 30, 2024.
Previous wording
Revenues during the six months ended years ended June 30, 2025 and 2024 consisted of the following:
Current wording
Revenues during the nine months ended years ended September 30, 2025 and 2024 consisted of the following:
Previous wording
Revenue decreased overall by $24,419,238 (52.5%) from the six months ended June 30, 2024 to the six months ended June 30, 2025. The breakout was as follows:
Current wording
Revenue decreased overall by $10,508,618 (20.5%) from the nine months ended September 30, 2024 to the nine months ended September 30, 2025. The breakout was as follows:
Previous wording
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 $10,229,801 (81.8%). 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.
Current wording
Mobile Virtual Network Operators consisting of Torch Wireless revenues (as detailed in Notes 2 and 10 of the financial statements) decreased by $31,299,052 (75.6%). 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.
Previous wording
Point-of-Sale and Prepaid Services (Prepaid) revenues increased by $12,428,657 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.
Current wording
Point-of-Sale and Prepaid Services (Prepaid) revenues increased by $20,801,763 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.
Previous wording
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 the year ended December 31, 2024 and in the six months ended June 30, 2025 Comparison numbers for the lead generation segment are shown in the respective Other Corporate Overhead lines.
Current wording
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 the year ended December 31, 2024 and in the nine months ended September 30, 2025 Comparison numbers for the lead generation segment are shown in the respective Other Corporate Overhead lines.
Previous wording
For the six months ended June 30, 2025, cost of revenue for services primarily consists of data plan expenses ($4,790,868), prepaid retail expenses ($18,118,971), devices ($873,276), marketing ($493,368), advertising ($847,778) and other expenses such as royalties and call-center expenses ($2,568,346). For the six months ended June 30, 2024, cost of revenue for services primarily consists of data plan expenses ($17,990,820), devices ($4,826,022), marketing ($11,562,415), advertising ($4,315,402) and other expenses such as royalties and call-center expenses ($3,080,584).
Current wording
For the nine months ended September 30, 2025, cost of revenue for services primarily consists of data plan expenses ($6,544,406), prepaid retail expenses ($31,208,949), devices ($975,276), marketing ($3,622,850), advertising ($1,182,946) and other expenses such as royalties and call-center expenses ($5,434,951). For the nine months ended September 30, 2024, cost of revenue for services primarily consists of data plan expenses ($16,921,923), prepaid expense retail ($9,014,955), devices ($5,001,192), marketing ($15,281,613), advertising ($4,432.173) and other expenses such as royalties and call-center expenses ($3,725,444).
Previous wording
General and administrative during the six months ended June 30, 2025 and 2024 consisted of the following:
Current wording
General and administrative during the nine months ended September 30, 2025 and 2024 consisted of the following:
Previous wording
Selling, general and administrative expenses during the six months ended June 30, 2025 and 2024 consisted of the following:
Current wording
Selling, general and administrative expenses during the nine months ended September 30, 2025 and 2024 consisted of the following:
Previous wording
Selling, general and administrative costs (S, G & A) decreased by $4,970,838 (37.4%). The changes are discussed below:
Current wording
Selling, general and administrative costs (S, G & A) decreased by $6,973,781 (35.9%). The changes are discussed below:
Previous wording
Other (expense) income during the six months ended June 30, 2025 and 2024 consisted of the following:
Current wording
Other (expense) income during the nine months ended September 30, 2025 and 2024 consisted of the following:
Previous wording
Interest expense increased to $331,853 in the six months ended June 30, 2025 from $249,305 in the six months ended June 30, 2024.
Current wording
Interest expense increased to $756,518 in the nine months ended September 30, 2025 from $362,119 in the nine months ended September 30, 2024.
Previous wording
The equity investment in Centercom changed by $0 in the six months ended June 30, 2025 compared to an increase of $33,864 in the six months ended June 30, 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.
Current wording
The equity investment in Centercom changed by $0 in the nine months ended September 30, 2025 compared to an increase of $33,864 in the nine months ended September 30, 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.
Previous wording
Provision for income tax benefit (expense) during the six months ended June 30, 2025 and 2024 consisted of the following:
Current wording
Provision for income tax benefit (expense) during the nine months ended September 30, 2025 and 2024 consisted of the following:
Previous wording
Equity Transactions for the Six Months Ended June 30, 2025
Current wording
Equity Transactions for the Nine Months Ended September 30, 2025
Previous wording
Segment information for the Company’s operations for the three and six months ended June 30, 2025 and 2024, are as follows:
Current wording
Segment information for the Company’s operations for the three and nine months ended September 30, 2025 and 2024, are as follows:
Previous wording
The MVNO revenue for the three months ended June 30, 2025 decreased by $10,229,801 as compared to the three months ended June 30, 2024. Cost of revenues for the three months ended June 30, 2025, decreased by $11,630,159 from the same period ended June 30, 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.
Current wording
The MVNO revenue for the three months ended September 30, 2025 increased by $5,537,516 as compared to the three months ended September 30, 2024. Cost of revenues for the three months ended September 30, 2025, increased by $143,559 from the same period ended September 30, 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 September 1, 2024, households no longer receive an ACP discount.
Previous wording
The MVNO revenue for the six months ended June 30, 2025 decreased by $36,836,567 as compared to the six months ended June 30, 2024. Cost of revenues for the six months ended June 30, 2025, decreased by $27,200,741 from the same period ended June 30, 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.
Current wording
The MVNO revenue for the nine months ended September 30, 2025 decreased by $31,299,052 as compared to the nine months ended September 30, 2024. Cost of revenues for the nine months ended September 30, 2025, decreased by $27,057,182 from the same period ended September 30, 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 September 1, 2024, households no longer receive an ACP discount.
Previous wording
The revenue for the three months ended June 30, 2025 was $9,244,460 compared to $2,576,820 for the same period in 2024. The increase of 58.8% was the result of hiring new salespersons and a renewed focus on the market segment.
Current wording
The revenue for the three months ended September 30, 2025 was $13,119,194 compared to $4,746,089 for the same period in 2024. The increase of 176.4% was the result of hiring new salespersons and a renewed focus on the market segment.
Previous wording
The revenue for the six months ended June 30, 2025 was $17,536,066 compared to $5,107,409 for the same period in 2024. The increase of 243.3% was the result of hiring new salespersons and a renewed focus on the market segment.
Current wording
The revenue for the nine months ended September 30, 2025 was $30,655,260 compared to $9,853,497 for the same period in 2024. The increase of 211.1% was the result of hiring new salespersons and a renewed focus on the market segment.
Previous wording
The overall decrease in revenue of $24,419,238 from 2024 to 2025 for the six months ended June 30, can be attributed to the elimination of the ACP during the first half of 2024.
Current wording
The overall decrease in revenue of $10,508,618 from 2024 to 2025 for the nine months ended September 30, can be attributed to the elimination of the ACP during the first half of 2024.
Previous wording
At June 30, 2025 and December 31, 2024, our current assets were $9,694,382 and $17,870,323, respectively, and our current liabilities were $8,702,069 and $6,059,476, respectively, which resulted in a working capital surplus of $992,313 and of $11,810,847, respectively.
Current wording
At September 30, 2025 and December 31, 2024, our current assets were $9,227,180 and $17,870,323, respectively, and our current liabilities were $17,674,046 and $6,059,476, respectively, which resulted in a working capital deficit of $1,751,392 and of $11,810,847, respectively. Most of the decrease is related to the decrease in available cash from $12,790,389 at December 31, 2024 to $4,404,449 at September 30, 2025.
Previous wording
Total assets at June 30, 2025 and December 31, 2024 amounted to $15,215,409 and $23,976,005, respectively. Total assets decreased by $8,760,596 from December 31, 2024 to June 30, 2025. At June 30, 2025, assets consisted of current assets of $9,694,382, net property and equipment of $457,195, net intangible assets of $1,145,756, goodwill of $3,300,000, note receivable of $176,851 and operating lease right of use asset of $441,225, 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.
Current wording
Total assets at September 30, 2025 and December 31, 2024 amounted to $14,494,901 and $23,976,005, respectively. Total assets decreased by $9,481,104 from December 31, 2024 to September 30, 2025. At September 30, 2025, assets consisted of current assets of $9,227,180, net property and equipment of $430,352, net intangible assets of $982,606, goodwill of $3,300,000, note receivable of $176,851 and operating lease right of use asset of $377,912, 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.
Previous wording
At June 30, 2025, our total liabilities were $15,154,017 compared to total liabilities of $8,714,392 at December 31, 2024. This $6,439,625 increase was related to 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 $6,999,999 (the “Note”). The transaction resulted in net cash proceeds of $6,000,000 to the Company and included the repurchase of 333,333 shares of the Company’s common stock from the Investor at $3/share. These repurchased shares will be cancelled and retired, and the corresponding shares will not be returned to the pool of authorized but unissued shares, and remain as treasury stock. We have also entered into an At The Market Offering Agreement (the “ATM Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”), pursuant to which the Company may offer and sell shares of its common stock (subject to certain limitations set forth in the ATM Agreement), from time to time, to or through Titan, acting as sales agent and/or principal. In accordance with the terms of the ATM Agreement, under the Prospectus Supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $15,000,000, from time to time, to or through Titan, which is within the Company’s current “baby shelf” limitations under General Instruction I.B.6. of Form S-3. We plan to utilize the ATM Agreement when appropriate to fund our working capital needs on an ongoing basis.
Current wording
At September 30, 2025, our total liabilities were $20,919,381 compared to total liabilities of $8,714,392 at December 31, 2024. This $12,204,873 increase was related to 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 $6,999,999 (the “Note”). The transaction resulted in net cash proceeds of $6,000,000 to the Company and included the repurchase of 333,333 shares of the Company’s common stock from the Investor at $3/share. These repurchased shares will be cancelled and retired, and the corresponding shares will not be returned to the pool of authorized but unissued shares, and remain as treasury stock. We have also entered into an At the Market Offering Agreement (the “ATM Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”), pursuant to which the Company may offer and sell shares of its common stock (subject to certain limitations set forth in the ATM Agreement), from time to time, to or through Titan, acting as sales agent and/or principal. In accordance with the terms of the ATM Agreement, under the Prospectus Supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $15,000,000, from time to time, to or through Titan, which is within the Company’s current “baby shelf” limitations under General Instruction I.B.6. of Form S-3. We plan to utilize the ATM Agreement when appropriate to fund our working capital needs on an ongoing basis. Since inception, the Company has issued 266,877 shares of common stock for gross proceeds of $649,383 ($2.12 - $2.98/share) pursuant to the ATM Agreement.
Previous wording
At June 30, 2025, our total stockholders’ equity was $61,392 as compared to $15,261,613 at December 31, 2024.
Current wording
At September 30, 2025, our total stockholders’ deficit was $6,424,480 as compared to a total stockholders’ equity of $15,261,613 at December 31, 2024.
Previous wording
In connection with the issuance of the $6,999,999 convertible promissory note, the Company issued warrants to purchase 700,000 shares of common stock. The Company allocated a portion of the proceeds to the warrants based on their relative fair value, determined using the Black-Scholes option pricing model. The fair value of the warrants was estimated to be $207,640, which was recorded as a component of the total debt discount and is being amortized to interest expense over the term of the note.
Current wording
On September 9, 2025, the Company issued a six-month (6) Note with an individual in the original principal amount of $1,000,000. As of September 30, 2025, the Company was in compliance with all terms and conditions of the Note. In connection with the issuance of the Note, the Company also issued warrants to purchase 30,000 shares of its common stock at an exercise price of $2.50/share. The warrants are immediately exercisable and remain outstanding through September 9, 2028. The Company allocated a portion of the proceeds to the warrants based on their relative fair value, determined using the Black-Scholes option pricing model. The fair value of the warrants was estimated to be $19,947, which was recorded as a debt discount and is being amortized to interest expense over the term of the note. The Company also recorded a corresponding increase to additional paid-in capital of $19,947.
Previous wording
The following table sets forth the major sources and uses of cash for the six months ended June 30, 2025 and 2024.
Current wording
The following table sets forth the major sources and uses of cash for the nine months ended September 30, 2025 and 2024.
Previous wording
Net cash used in operating activities for the six months ended June 30, 2025, was primarily due to the net loss for the period of $14,718,100.
Current wording
Net cash used in operating activities for the nine months ended September 30, 2025, was primarily due to the net loss for the period of $22,207,395.
Previous wording
Net cash used in investing activities for the six months ending June 30, 2025 was primarily due to payment for leases.
Current wording
Net cash used in investing activities for the nine months ending September 30, 2025 was primarily due to payment for leases.
Previous wording
Net cash used for financing activities for the six months ended June 30, 2025 is primarily due to proceeds from a convertible note.
Current wording
Net cash used for financing activities for the nine months ended September 30, 2025 is primarily due to proceeds from various convertible notes.
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Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The equity investment in Centercom changed by $0 in the three months ended June 30, 2025 compared to an increase of $17,711 in the three months ended June 30, 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.
Previous report — wording carried elsewhere
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 $36,836,567 (89.0%). 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.