SurgePays, Inc.
For the period ended Mar 31, 2026. Filed May 20, 2026.
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.
Mar 31, 2026 · Filed May 20, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001493152-25-021950
Item 1A. RISK FACTORSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-20.
0001493152-26-024591
Item 1A. RISK FACTORSThe 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 7 previous paragraphs and 5 current paragraphs.
1 unchanged; 0 reworded; 4 added; 6 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 (4)
Current report
During the year ended December 31, 2025, the Company issued 31,525 shares of common stock with an aggregate grant-date fair value of $54,828 to lenders as additional consideration in connection with the issuance of convertible notes payable.
Current report
On March 23, 2026, the Company issued 800,000 shares of common stock to its Chief Executive Officer at a fair value of $707,200 ($0.884 per share) in partial settlement of a related party note payable. The Chief Executive Officer also forgave $292,800 of principal.
Current report
Shares were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited and had adequate access, through business or other relationships, to information about the Company, and the issuances did not involve a public offering of securities or any general solicitation.
Current report
On September 9, 2025, the Company issued a Senior Secured Note in the original principal amount of $1,000,000, which matured on March 9, 2026. The Company failed to pay the principal at maturity and is in default. As of the date of this Quarterly Report, the arrearage consists of $1,000,000 in unpaid principal and $99,195 in accrued and unpaid interest.
Removed paragraphs (6)
Previous report
On May 12, 2025, the Company entered into a Senior Secured Note Purchase Agreement with Funicular Funds, LP, pursuant to which the Company issued a Senior Secured Convertible Note in the original principal amount of $6,999,999 (the “Note”). 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 (the “Conversion Shares”) at an initial conversion price of $4.00 per share. The conversion price is subject to down-round adjustment if the Company issues common stock (or equivalents) at a price below the then-current conversion price. The transaction resulted in net cash proceeds of $5,925,000 to the Company.
Previous 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.
Previous 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:
Previous 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.