8-K - SURG - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuantto Section 13 or 15(d) of the Securities and Exchange Act of 1934

Dateof Report (Date of earliest event reported): October 18, 2023

SURGEPAYS,

INC.

(Exact name of Registrant as specified in its charter)

Nevada	001-40992	98-0550352
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

3124Brother Blvd**, Suite 104**

BartlettTN 38133

(Addressof principal executive offices, including zip code)

(901)302-9587

(Registrant’stelephone number, including area code)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written<br> communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br>Stock	SURG	The<br>Nasdaq Stock Market LLC
Common Stock Purchase Warrants	SURGW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item8.01 Other Events

On October 6, 2023, the Company sent notice of the delisting from the Upstream board of MERJ Exchange Ltd. All shares listed on Upstream will be sent back into the shareholder’s original direct holding of these shares held in their account at Vstock Transfer LLC, the Company’s transfer agent. This transfer will be completed by Upstream prior to October 18, 2023. Accordingly, the listing of the Company’s common stock on Upstream has been terminated as of October 18, 2023. The termination of our listing on Upstream has no immediate effect on the continued listing status of the Company’s shares listing on the Nasdaq Capital Market, which remains fully effective.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SURGEPAYS, INC.
Date:<br> October 18, 2023	By:	/s/ Kevin Brian Cox
		Kevin<br> Brian Cox
		Chief<br> Executive Officer