SurgePays, Inc. (SURG) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by SurgePays, Inc., a Nevada corporation, on June 22, 2026, reporting events occurring on June 16, 2026. The Company is listed on The Nasdaq Stock Market, LLC under the symbol "SURG".
Key Financial Metrics and Transaction Details
The filing discloses a specific financing transaction rather than periodic financial performance metrics such as revenue or net income.
- New Debt Issuance: The Company entered into a Secured Note Purchase Agreement (NPA) for a promissory note with an original principal amount of $500,000.
- Interest Rate: The Note accrues interest at 14.5% per annum.
- Maturity: The Note matures 24 months following the issue date.
- Repayment Terms: Quarterly repayments of $125,000 (25% of original principal) commence on the 12-month anniversary of the Note.
- Security Interest: The investor holds a junior security interest in all Company assets, with Belleau Wood Capital LP appointed as collateral agent.
- Aggregate Funding: This transaction is the latest tranche in a series of financings led by Belleau Wood Capital beginning January 12, 2026. The aggregate original principal amount for all notes in the series is now $2,650,000.
Material Changes and Convertible Features
The Note includes a tiered conversion feature allowing the investor to convert portions of the debt into common stock at the following prices:
- First 20% of principal: $2.00 per share
- Second 20% of principal: $4.00 per share
- Third 20% of principal: $6.00 per share
- Fourth 20% of principal: $8.00 per share
- Final 20% of principal: $10.00 per share
The filing does not provide comparative financial data (e.g., revenue or profit changes) versus prior periods as this is a current report on a specific event.
Outlook, Risks, and Contingencies
Future Funding: The Company may receive additional funding under the existing series of note financings in the future.
Regulatory Status: The Note was sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as there was no general solicitation and the issuance did not involve a public offering.
Liquidity Impact: While the transaction provides immediate capital, the Company faces significant future cash outflows for interest and principal repayment starting one year from the issue date.
Key Facts for Investor Verification
- Verify the Company's current cash position and ability to service the $125,000 quarterly principal payments beginning June 2027.
- Assess the potential dilution impact if the investor exercises the conversion rights at the tiered prices ($2.00 to $10.00 per share).
- Review the full text of the Secured Note Purchase Agreement (Exhibit 10.1) and Promissory Note (Exhibit 10.2) for specific covenants and default provisions.
- Confirm the total outstanding debt load, noting the aggregate series funding of $2,650,000.