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SurgePays, Inc.

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About 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 Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0001641172-25-023493

Item 1A. RISK FACTORS

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001493152-25-021950

Item 1A. RISK FACTORS

The 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 4 previous paragraphs and 7 current paragraphs.

4 unchanged; 0 reworded; 3 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 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 (3)

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.