SurgePays, Inc PRE 14A, filed Apr 27, 2026
SurgePays, Inc. (SURG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant ☒ |
| Filed by a Party other than the Registrant ☐ |
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 |
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
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SURGEPAYS, INC.
3124 Brother Blvd, Suite 104,
Bartlett, TN, 38133
Telephone: 901-302-9587
May [ ], 2026
To the Stockholders of SurgePays, Inc.:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of SurgePays, Inc. (the “Company”) to be held on a virtual basis on Tuesday, June 16, 2026, at 12:00 p.m. Pacific Time, for the following purposes:
| 1. | To re-elect Kevin Brian Cox, David N. Keys, David May, and Laurie Weisberg as directors to the Company (the “Board” or “Board of Directors”) to hold office until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified; |
| 2. | To ratify the appointment of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve the terms of securities purchase agreements entered into between the Company and certain institutional investors (the “Investors”) in 2025 and 2026, the transactions contemplated thereby (the “Transactions”), and the issuance of shares of common stock to the Investors in the Transactions equal to 20% or more of the Company’s common stock; and |
| 4. | To transact any other business which may properly be brought before the Annual Meeting or any adjournment thereof. |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, AS WELL AS A VOTE FOR PROPOSALS 2 AND 3.
The Board has fixed the close of business on May 5, 2026, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof.
Your vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Annual Meeting.
| Sincerely yours, | |
| /s/ Kevin Brian Cox | |
| Kevin Brian Cox | |
| Chairman of the Board of Directors | |
| SurgePays, Inc. |
SURGEPAYS, INC.
3124 BROTHER BLVD, SUITE 104,
BARTLETT, TN, 38133
TELEPHONE: 901-302-9587
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 16, 2026
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of SurgePays, Inc. (the “Company”) for use at the 2026 Annual Meeting of Stockholders of the Company and at all adjournments and postponements thereof (the “Annual Meeting”). The Annual Meeting will be held at 12:00 p.m. Pacific Time on June 16, 2026, on a virtual basis for the following purposes:
| 1. | To elect Kevin Brian Cox, David N. Keys, David May, and Laurie Weisberg as directors to the Company (the “Board” or “Board of Directors”) to hold office until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified; |
| 2. | To ratify the appointment of TAAD, LLP (the “Auditor”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
3. |
To approve the terms of securities purchase agreements entered into between the Company and certain institutional investors (the “Investors”) in 2025 and 2026, the transactions contemplated thereby (the “Transactions”), and the issuance of shares of common stock to the Investors in the Transactions equal to 20% or more of the Company’s common stock; and |
| 4. | To transact any other business which may properly be brought before the Annual Meeting or any adjournment thereof. |
The Board unanimously recommends a vote “FOR” the election of each of the Director Nominees, and a vote “FOR” Proposals 2 and 3.
Stockholders of record of our Common Stock at the close of business on May 5, 2026 (the “Record Date”) will be entitled to notice of, and are cordially invited to, attend the virtual Annual Meeting and to attend any adjournment or postponement thereof. However, to assure your representation at the Annual Meeting, please vote your proxy via the internet, by telephone, or by completing, dating, signing and returning the enclosed proxy. Whether or not you expect to attend the Annual Meeting, please read the Proxy Statement and then promptly vote your proxy in order to ensure your representation at the Annual Meeting.
You may cast your vote by visiting www.proxyvote.com. You may also have access to the materials for the Annual Meeting by visiting the website: www.proxyvote.com. You will need to use the control number appearing on your proxy card to vote prior to or at the Annual Meeting.
Each share of Common Stock entitles the holder thereof to one vote. A complete list of stockholders of record entitled to vote at this Annual Meeting will be available for ten days before this Annual Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to this Annual Meeting.
You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.
This notice and the attached proxy statement are first being mailed to stockholders on or about May [ ], 2026.
| BY ORDER OF THE BOARD OF DIRECTORS, | |
| /s/ Kevin Brian Cox | |
| Kevin Brian Cox | |
| Chairman of the Board of Directors | |
| SurgePays, Inc. |
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE ELECTION OF EACH OF THE DIRECTOR NOMINEES AND “FOR” PROPOSALS 2 AND 3, AND FOR ANY OTHER PROPOSAL PROPERLY PRESENTED AT THE TIME OF THE ANNUAL MEETING. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
TABLE OF CONTENTS
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PROXY STATEMENT
SURGEPAYS, INC.
ANNUAL MEETING OF STOCKHOLDERS
to be held virtually at 12:00 p.m. Pacific Time on Tuesday, June 16, 2026
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
Why am I receiving these Proxy Materials?
These proxy materials are being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board” or “Board of Directors”) of SurgePays, Inc. for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on a virtual basis on Tuesday, June 16, 2026 at 12:00 p.m. Pacific time, and at any postponement(s) or adjournment(s) thereof. This proxy statement gives you information on these proposals so that you can make an informed decision. We intend to mail this Proxy Statement and accompanying proxy card on or about May [ ], 2026, to all stockholders of record entitled to vote at the Meeting.
In this proxy statement, we refer to SurgePays, Inc. as the “Company”, “we”, “us” or “our” or similar terminology.
What is included in these materials?
These materials include:
| ● | This Proxy Statement for the Annual Meeting; and |
| ● | The Company’s Annual Report on Form 10-K for the year ended December 31, 2025; and |
| ● | a proxy card (if you are a stockholder of record) or a voting instruction form (if you are a beneficial owner of shares held in street name). |
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How do I attend the Annual Meeting?
In order to attend the virtual Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote online, you must register in advance at visiting www.virtualshareholdermeeting.com/SURG2026. Registration will start beginning June 16, 2026, at 11:45 A.M., Pacific Time. Enter the control number printed on your proxy card on the virtual meeting site and follow the instructions to register to attend the meeting. Prior to the start of the Annual Meeting, you will need to log into the meeting site using your control number.
Stockholders wishing to dial into the Annual Meeting by telephone can call 1-800-690-6903 and use the control number found on the proxy card beginning fifteen minutes before the start of the Annual Meeting. However, those dialing into the Annual Meeting through this means will not be able to submit questions or to vote online during the Annual Meeting.
Who can vote at the annual meeting of stockholders?
Stockholders who owned shares of our Common Stock, par value $0.001 per share (the “Common Stock”), on May 5, 2026 (the “Record Date”) may vote at the Annual Meeting. There were [25,121,895] shares of Common Stock outstanding on the Record Date, each having one vote per share. Information about the stockholdings of our directors and executive officers is contained in the section of this Proxy Statement entitled “Beneficial Ownership of Principal Stockholders, Officers and Directors” on page 22 of this Proxy Statement.
What is the proxy card?
The proxy card enables you to appoint Kevin Brian Cox, our Chief Executive Officer, and Chelsea Pullano, our Chief Financial Officer, as your representatives at the Annual Meeting. By completing and returning the proxy card or voting online as described herein, you are authorizing Messrs. Cox and Evers to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we think that it is a good idea to complete and return your proxy card before the Annual Meeting date just in case your plans change. If a proposal properly comes up for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment. The proxy card (or voter information form) will also contain your control number. You will need to use the control number appearing on your proxy card to vote prior to or at the Annual Meeting.
What am I voting on?
You are being asked to vote:
| 1. | To elect Kevin Brian Cox, David N. Keys, David May, and Laurie Weisberg as directors of the Company to hold office until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified; |
| 2. | To ratify the appointment of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve the terms of securities purchase agreements entered into between the Company and certain institutional investors (the “Investors”) in 2025 and 2026, the transactions contemplated thereby (the “Transactions”), and the issuance of shares of common stock to the Investors in the Transactions equal to 20% or more of the Company’s common stock; and |
| 4. | To transact any other business which may properly be brought before the Annual Meeting or any adjournment thereof. |
How does the Board recommend that I vote?
Our Board unanimously recommends that the stockholders vote “FOR” the election of each of the Director Nominees, and “FOR” Proposals 2 and 3.
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of Record
If, on the Record Date, your shares were registered directly in your name with our transfer agent, VStock Transfer, LLC, you are a “stockholder of record” who may vote at the Annual Meeting, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares as described below. Whether or not you plan to attend the Annual Meeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.
Beneficial Owner
If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by or at the direction of your broker or nominee who is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to vote your shares and to attend the Annual Meeting as described below. Whether or not you plan to attend the Annual Meeting, please vote prior to the Annual Meeting as described below to ensure that your vote is counted.
How do I vote my shares?
There are four ways to vote:
(1) Via the Internet. Use the internet to vote by going to the internet address listed on your proxy; have your proxy card in hand as you will be prompted to enter your control number to create and submit an electronic vote. If you vote in this manner, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card or submit an electronic vote but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board.
(2) Via telephone. Using a touch-tone telephone, you may transmit your voting instructions to the number provided on your proxy card. Have your proxy card in hand as you will be prompted to enter your control number to create and submit a telephonic vote.
(3) In person on a virtual basis. You may vote at the Annual Meeting by following the instructions when you log-in for the Annual Meeting. Have your proxy card in hand as you will be prompted to enter your control number to vote at the Annual Meeting.
(4) By Mail. You may vote by mail. If you are a record holder, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided. If you are a beneficial holder you may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.
What does it mean if I receive more than one proxy card?
You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.
What if I change my mind after I return my proxy?
You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:
| ● | sending a written notice to our Corporate Secretary, at 3124 Brother Blvd, Suite 104, Bartlett, TN, 38133, stating that you would like to revoke your proxy of a particular date; |
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| ● | signing another proxy card with a later date and returning it before the polls close at the Annual Meeting; or |
| ● | Voting at the Annual Meeting. |
Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you may need to instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee.
Will my shares be voted if I do not sign and return my proxy card?
We must vote your shares as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction but has authorized us generally to vote the shares, they will be voted as follows:
1. “For” the election of five (5) members of the Board of Directors to serve until the 2027 annual meeting of stockholders;
2. “For” the ratification of the selection of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
3. “For” the approval of the terms of securities purchase agreements entered into between the Company and the Investors in 2025 and 2026, the Transactions contemplated thereby, and the issuance of shares of common stock to the Investors in the Transactions equal to 20% or more of the Company’s common stock.
If other matters properly come before the Annual Meeting and you do not provide specific voting instructions, your shares will be voted at the discretion of Mr. Cox and Ms. Pullano, the Board’s designated proxies.
If your shares are held in your name and you do not sign and return your proxy card, your shares will not be voted unless you vote at the Annual Meeting. If you hold your shares in the name of a broker, bank or other nominee, your nominee may determine to vote your shares at its own discretion on certain routine matters, such as the ratification of the Auditor, absent instructions from you. However, due to voting rules that may prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of directors and other non-routine matters, it is important that you cast your vote.
How may I vote with respect to each proposal and how are votes counted?
Your voting options will be dependent on the particular proposal for which you wish to cast a vote. With respect to proposal 1 (the election of directors), you may vote “for” the election of each of the Director Nominees or “withhold” authority to vote for one or all of the Director Nominees. With respect to proposals 2 and 3, you may vote “for” or “against” the proposals or you may “abstain” from casting a vote on such proposals. Abstentions, votes marked “withheld” and broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.
Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. The (i) election of the directors, and (ii) the approval of the terms of securities purchase agreements entered into between the Company and the Investors in 2025 and 2026, the Transactions contemplated thereby, and the issuance of shares of common stock to the Investors in the Transactions equal to 20% or more of the Company’s common stock are “non-routine.” Thus, in tabulating the voting result for these proposals, shares that constitute broker non-votes are not considered votes cast on that proposal. The ratification of the appointment of the Auditor is a “routine” matter, and therefore a broker may vote on this matter without instructions from the beneficial owner as long as instructions are not given.
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How many votes are required to approve each proposal?
The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted:
| Proposal | Votes Required | Voting Options | ||
| Proposal No. 1: Election of Directors | Each nominee will be elected if such nominee receives more “For” votes cast at the Annual Meeting by the holders entitled to vote thereon than “Withhold” votes. | “FOR” “WITHHOLD” | ||
| Proposal No. 2: Ratification of Selection of TAAD, LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 | . The affirmative vote of a majority of the Common Stock represented and entitled to vote at the Annual Meeting. | “FOR” “AGAINST” “ABSTAIN” | ||
| Proposal No. 3: Approval of the terms of securities purchase agreements entered into between the Company and the Investors in 2025 and 2026, the Transactions contemplated thereby, and the issuance of shares of common stock to the Investors in the Transactions equal to 20% or more of the Company’s common stock | The affirmative vote of a majority of the Common Stock represented and entitled to vote at the Annual Meeting. | “FOR” “AGAINST” “ABSTAIN” |
If you just sign your proxy card without providing further instructions, your shares will be counted as a vote “for” the election of each of the Director Nominees, and “for” proposals 2 and 3.
Is my vote kept confidential?
Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.
Where do I find the voting results of the Annual Meeting?
We may announce voting results at the Annual Meeting and then file a Current Report on Form 8-K announcing the voting results of the Annual Meeting.
Who can help answer my questions?
You can contact our Corporate Secretary, at (847)-648-7539 or by sending a letter to the offices of the Company at 3124 Brother Blvd, Suite 104, Bartlett, TN, 38133, Attn: Corporate Secretary, with any questions about proposals described in this Proxy Statement or how to execute your vote.
Who bears the cost of soliciting proxies?
The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying proxy card, and the cost of soliciting proxies relating to the Annual Meeting, will be borne by the Company. We expect to request nominee organizations to assist in the distribution of our proxy materials to their beneficial owner customers and may reimburse such organizations for certain of their reasonable out-of-pocket expenses related thereto. Our officers, directors and employees may assist in soliciting proxies or votes by telephone, electronic and personal communications, but no additional compensation will be paid to such individuals in connection with such activities.
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THE ANNUAL MEETING
General
This Proxy Statement is being furnished to you, as a stockholder of SurgePays, Inc., as part of the solicitation of proxies by our Board for use at the Annual Meeting to be held on June 16, 2026, and any adjournment or postponement thereof. This Proxy Statement is first being furnished to stockholders on or about May [ ], 2026. This Proxy Statement provides you with information you need to know to be able to vote or instruct your proxy how to vote at the Annual Meeting.
Date, Time, Place of Annual Meeting
The Annual Meeting will be held on a virtual basis on Tuesday, June 16, 2026, at 12:00 p.m. Pacific Time, or such other date, time and place to which the Meeting may be adjourned or postponed.
Record Date; Mailing Date
The Board has fixed the close of business on May 5, 2026, as the Record Date for the determination of stockholders entitled to notice of, and to vote and act at, the Annual Meeting. Only stockholders of record at the close of business on that date are entitled to notice of, and to vote and act at, the Annual Meeting. The Proxy Statement is first being mailed to stockholders of the Company on or about May [ ], 2026.
Purpose of the Annual Meeting
At the Annual Meeting, the Company will ask stockholders to consider and vote upon the following proposals:
| 1. | To elect Kevin Brian Cox, David N. Keys, David May, and Laurie Weisberg as directors of the Company to hold office until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;. |
| 2. | To ratify the appointment of TAAD, LLP (the “Auditor”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve the terms of securities purchase agreements entered into between the Company and certain institutional investors (the “Investors”) in 2025 and 2026, the transactions contemplated thereby (the “Transactions”), and the issuance of shares of common stock to the Investors in the Transactions equal to 20% or more of the Company’s common stock; and |
| 4. | To transact any other business which may properly be brought before the Annual Meeting or any adjournment thereof. |
Recommendations of the Board
After careful consideration of each nominee for director, the Board unanimously determined to recommend that the stockholders vote “FOR” the election of each of the Director Nominees, and “FOR” proposals 2 and 3.
Record Date and Voting Power
Our Board fixed the close of business on May 5, 2026, as the record date for the determination of the outstanding shares of Common Stock entitled to notice of, and to vote on, the matters presented at the Annual Meeting. As of the Record Date, there were [25,121,895] shares of Common Stock outstanding. Each share of Common Stock entitles the holder thereof to one vote.
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Quorum and Required Vote
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the meeting if a majority of the voting power of the capital stock of the Company that is issued and outstanding and entitled to vote at the Annual Meeting is represented at the Annual Meeting or by proxy. Abstentions, votes marked “withheld” and broker non-votes will count as present for purposes of establishing a quorum.
The election of directors each nominee will be elected if such nominee receives more “For” votes cast at the Annual Meeting by the holders entitled to vote thereon than “Withhold” votes. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a majority. Shares present at the Annual Meeting that are not voted for a particular nominee or shares present by proxy where the stockholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a majority. Broker non-votes will have no effect on the election of directors.
The affirmative vote of a majority of the Common Stock represented and entitled to vote at the Annual Meeting is required to ratify the Auditor as our independent registered public accounting firm for the year ending December 31, 2026. Brokers may use their discretion to vote shares held by them of record for this proposal if they have not been provided with voting instructions from the beneficial owner of the shares of Common Stock.
The affirmative vote of a majority of the Common Stock represented and entitled to vote at the Annual Meeting is required to approve the terms of securities purchase agreements entered into between the Company and the Investors in 2025 and 2026, the Transactions contemplated thereby, and the issuance of shares of common stock to the Investors in the Transactions equal to 20% or more of the Company’s common stock. Broker non-votes will have no effect on this proposal.
Voting
There are four ways to vote:
1. Via the Internet. Use the internet to vote by going to the internet address listed on your proxy card; have your proxy card in hand as you will be prompted to enter your control number and to create and submit an electronic vote. If you vote in this manner, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card or submit an electronic vote but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board.
2. Via Telephone. Using a touch-tone telephone, you may transmit your voting instructions to the number provided on your proxy card. Have your proxy card in hand as you will be prompted to enter your control number to create and submit a telephonic vote.
3. In person on a virtual basis. You may vote at the Annual Meeting by following the instructions when you log-in for the Annual Meeting. Have your proxy card in hand as you will be prompted to enter your control number to vote at the Annual Meeting.
4. By mail. You may vote by mail. If you are a record holder, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided. If you are a beneficial holder you may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.
While we know of no other matters to be acted upon at this year’s Annual Meeting, it is possible that other matters may be properly presented at the Annual Meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in accordance with his best judgment.
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Expenses
The expense of preparing, printing and mailing this Proxy Statement, exhibits and the proxies solicited hereby will be borne by the Company. In addition to the use of the mail, proxies may be solicited by officers, directors and regular employees of the Company, without additional remuneration, by personal interviews, telephone, email or facsimile transmission. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of Common Stock held of record and will provide reimbursements for the cost of forwarding the material in accordance with customary charges.
Revocability of Proxies
Proxies given by stockholders of record for use at the Annual Meeting may be revoked at any time prior to the exercise of the powers conferred. In addition to revocation in any other manner permitted by law, stockholders of record giving a proxy may revoke the proxy by an instrument in writing, executed by the stockholder or his attorney authorized in writing or, if the stockholder is a corporation, under its corporate seal, by an officer or attorney thereof duly authorized, and deposited either at the corporate headquarters of the Company at any time up to and including the last business day preceding the day of the Annual Meeting, or any adjournments thereof, at which the proxy is to be used, or with the chairman of such Annual Meeting on the day of the Annual Meeting or adjournments thereof, and upon either of such deposits the proxy is revoked.
No Right of Appraisal
The Company’s stockholders do not have appraisal rights under Nevada law or under the Company’s governing documents with respect to the matters to be voted upon at the Annual Meeting.
Who Can Answer Your Questions About Voting Your Shares
You can contact our Corporate Secretary, at (847)-648-7539 or by sending a letter to the offices of the Company at 3124 Brother Blvd, Suite 104, Bartlett, TN, 38133, Attn: Corporate Secretary, with any questions about proposals described in this Proxy Statement or how to execute your vote.
Principal Offices
The principal executive offices of the Company are located at 3124 Brother Blvd, Suite 104, Bartlett, TN, 38133. The Company’s telephone number at such address is 901-302-9587.
ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE, AND “FOR” PROPOSALS 2 AND 3, AND FOR ANY OTHER PROPOSAL PROPERLY PRESENTED AT THE TIME OF THE ANNUAL MEETING.
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PROPOSAL 1
ELECTION OF DIRECTORS
Introduction
The Board has nominated the Director Nominees to stand for election at the Annual Meeting. Stockholders will be asked to elect each of the Director Nominees, each to hold office until the 2027 Annual Meeting of Stockholders or until his or her successor is elected and qualified. The enclosed proxy, if returned, and unless indicated to the contrary, will be voted for the election of each of the Director Nominees.
We have been advised by each of the Director Nominees that he or she is willing to be named as a nominee and each is willing to serve or continue to serve as a director if elected. If some unexpected occurrence should make necessary, in the discretion of the Board, the substitution of some other person for the nominees, it is the intention of the persons named in the proxy to vote for the election of such other persons as may be designated by the Board.
Board Qualifications
We believe that the collective skills, experiences, and qualifications of our directors provide our Board with the expertise and experience necessary to advance the interests of our stockholders. In selecting directors, the Board considers candidates that possess qualifications and expertise that will enhance the composition of the Board, including the considerations set forth below. The considerations set forth below are not meant as minimum qualifications, but rather as guidelines in weighing all of a candidate’s qualifications and expertise. In addition to the individual attributes of each of our current directors described below, we believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, exhibit commitment to enhancing stockholder value and have sufficient time to carry out their duties and to provide insight and practical wisdom based on their past experience.
Director Nominees
Our Board currently consists of five directors, each to serve until the next Annual Meeting of Stockholders and until his or her successor shall be elected and shall qualify. Each of the current director nominees listed below has determined to stand for reelection at the Annual Meeting and has been nominated for reelection to the Board. All of the Director Nominees are available for election as members of the Board. If for any reason a Director Nominee becomes unavailable for election, the proxies solicited by the Board will be voted for a substitute nominee selected by the Board.
The following sets forth the biographical background information for all of our Director Nominees:
Kevin Brian Cox - Mr. Cox has been Chief Executive Officer and Chairman of the Board of Directors since July 2017, and the President of the Company since May 8, 2024. He also served as Chief Financial Officer of the Company from July 2017 to March 2018 and as President of the Company from July 2017 to February 2019. He was the majority owner of True Wireless from January 2011 through April 2018, when True Wireless became a wholly owned subsidiary of the Company. Mr. Cox is an accomplished technology entrepreneur growing best-in-class and profitable companies for nearly 20 years. Through most of his career, he has focused on delivering telecom, broadband and financial services to the unbanked and underserved segments of society. He began his career in telecom in 2004 when he founded his first prepaid telephone company (CLEC) which through organic growth and acquisition, became the largest prepaid home phone company in the country before being sold in 2009. Mr. Cox attended Murray State University majoring in Economics. We believe Mr. Cox is qualified to serve on our Board of Directors due to his experience as the Company’s Chief Executive Officer and his telecom leadership experience.
David May - Mr. May has been a Director of the Company since February 2021. Mr. May has been a banking professional since 1994. Throughout his career, he has established himself as one of the leading convenience store and convenience store wholesaler financiers in the Mid-South through his cultivation of personal relationships and service to members of this close-knit community. David has been Senior Vice President of Commercial Banking since 2007 with Landmark Community Bank, a Memphis based commercial bank with over a billion dollars in assets with offices in the Memphis and Nashville, Tennessee markets. He has been a bank officer for both community banks and large regional banks over his 27-year banking career. David is a graduate of the Southeastern School of Commercial Banking at Vanderbilt University and, in the past, served as Chairman of the Board for seven years for The Agency for Youth and Family Development, a residential treatment facility for adolescent males. He is also a founding owner of Global Defense Specialists, a military aircraft fleet sustainment company specializing in Lockheed F-16’s and C-130’s and Northrop F-5 jet fighters. We believe Mr. May is qualified to serve on our Board of Directors due to his banking experience in the convenience store sector.
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David N. Keys - Mr. Keys has been a Director of the Company since July 2019. Mr. Keys began his career with Deloitte serving in the audit group in the Las Vegas and New York City executive offices. David was the Executive Vice President, CFO and member of the executive committee of the Board of Directors of American Pacific Corporation, a chemical company that was publicly traded on The Nasdaq Stock Market for the entirety of the time he was a director and executive officer. Since 2004, Mr. Keys has been an independent financial and operations consultant. Mr. Keys currently serves on the Board and is the Chair of the Audit Committee of ARCpoint Inc. (TSXV: ARC). He previously served on the Boards of Directors of AmFed Financial Inc., RSI International Systems, Inc. (NEX: RSY.H), Norwest Bank of Nevada and Wells Fargo Bank of Nevada. Mr. Keys also served on the Advisory Board of Directors of FM Global, a leading provider of property and casualty insurance. Mr. Keys is a Certified Public Accountant (CPA), Certified Valuation Analyst (CVA), Certified Management Accountant (CMA), Chartered Global Management Accountant (CGMA), Certified Information Technology Professional (CITP), Certified in Financial Forensics (CFF), and Certified in Financial Management (CFM). David was a member of the National Roster of Neutrals of the American Arbitration Association for over fifteen years. He received a Bachelor of Science in accounting from Oklahoma State University. We believe Mr. Keys is qualified to serve on our Board of Directors due to his financial and governance experience.
Laurie Weisberg - Ms. Weisberg was appointed to the Board in December 2022. Ms. Weisberg served as a member of the Board of Directors of Creatd, Inc. from July 2020 to September 2022 and served in a number of executive officer positions while Creatd was traded on the Nasdaq Capital Market. Ms. Weisberg began her executive tenure at Creatd as Chief Operating Officer from October 2020 until August 2021. Ms. Weisberg then held the position of Co-Chief Executive Officer from August 2021 to February 2022. Ms. Weisberg was sole Chief Executive Officer from February 2022 to September 2022. Ms. Weisberg, who has served as the Chief Sales Officer at Intent since February 2019, has spent over 25 years at the forefront of sales and marketing innovation in the technology space, having held leadership positions at various technology companies including Thrive Global, Curalate, and Oracle Data Cloud. From October 2010 to April 2015, Ms. Weisberg was a member of the executive leadership team at Datalogix, leading up to its acquisition by Oracle in 2015, at which point she assumed the role of VP of Oracle Data Cloud. Additionally, Ms. Weisberg has served on the Advisory Board at Crowdsmart, an intelligent data-driven investment prediction platform since April 2019. Ms. Weisberg was born and educated in England. We believe Ms. Weisberg is qualified to serve on our Board of Directors due to her leadership experience working within the technology space.
In addition to the foregoing, we believe that each of the Director Nominees that is nominated for reelection is well-qualified to serve as a member of our Board due to their prior experience and work with and on our Board.
Required Vote
In the election of directors, each nominee will be elected if such nominee receives more “For” votes cast at the Annual Meeting by the holders entitled to vote thereon than “Withhold” votes.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.
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Director Nominees and Executive Officers as of the Date of this Proxy Statement
Listed below are the names of the current director nominees and executive officers of the Company, their ages and positions held as of the Record Date and biographies if not disclosed above:
| Name | Age | Position | ||
| Kevin Brian Cox | 50 | Chief Executive Officer, President and Chairman | ||
| Chelsea Pullano | 35 | Interim Chief Financial Officer | ||
| David May | 56 | Independent Director | ||
| Laurie Weisberg | 57 | Independent Director | ||
| David N. Keys | 69 | Independent Director |
Chelse Pullano, Interim Chief Financial Officer - Ms. Pullano is a financial executive with experience supporting public and private companies in accounting, financial reporting, and strategic finance. Since May 2023, Ms. Pullano has been a partner and serves as Chief Executive Officer of MACK, an accounting and advisory firm that provides outsourced financial and accounting services to growth-stage and public companies. From June 29, 2020 to May 2023, Ms. Pullano served as Chief Financial Officer of Creatd, Inc, and from September 2024 to March 2025, she served as Director of Finance at Lucosky Brookman LLP.
To the best of the Company’s knowledge, there are no other arrangements or understandings currently existing between any director, Director Nominee or executive officer and any other person pursuant to which any person was selected as a director, Director Nominee or executive officer. There are no family relationships between any of the Company’s directors, Director Nominees or executive officers.
To the Company’s knowledge there have been no material legal proceedings as described in instruction 4 to Item 103 of Regulation S-K or Item 401(f) of Regulation S-K during the last ten years that are material to an evaluation of the ability or integrity of any of the Company’s directors or executive officers.
Family Relationships
There are no family relationships among any of our directors or executive officers.
Board Meetings
Our Board held four formal Board meetings during the year ended December 31, 2025.
For the year ended December 31, 2025, each incumbent director attended at least 75% of all meetings held by the Board and the committees of the Board on which they served during each year.
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To the extent reasonably practicable, we encourage each of our directors to attend annual meetings of shareholders. All of our incumbent directors attended the 2025 Annual Meeting of Shareholders held in May 2025 either in person or remotely.
Board Composition, Committees, and Independence
Audit Committee. Our audit committee consists of David N. Keys, David May, and Laurie Weisberg. Mr. Keys is chairperson of the audit committee and he qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. Our Audit Committee held four formal meetings during the year ended December 31, 2025.
The audit committee’s duties are to recommend to our board of directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of our board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Compensation Committee. Our compensation committee consists of David N. Keys, David May, and Laurie Weisberg. Ms. Weisberg is chairperson of the compensation committee. Our compensation committee held one formal meeting during the year ended December 31, 2025.
In considering and determining executive and director compensation, the compensation committee reviews compensation that is paid by other similar public companies to its officers and takes that into consideration in determining the compensation to be paid to our officers. The compensation committee also determines and approves any non-cash compensation paid to any employee. We do not engage any compensation consultants to assist in determining or recommending compensation to our officers or employees.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of David N. Keys, David May, and Laurie Weisberg. Mr. May is chairperson of the nominating and corporate governance committee. Our nominating and corporate governance committee held one formal meeting during the year ended December 31, 2025.
The responsibilities of the nominating and corporate governance committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishing procedures for the nomination process, oversight of possible conflicts of interests involving the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management. The nominating and corporate governance committee has not established a policy with regard to the consideration of any candidates recommended by stockholders. If we receive any stockholder recommended nominations, the nominating and corporate governance committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith.
Director Independence
We have determined, after considering all the relevant facts and circumstances, that David N. Keys, David May, and Richard Schurfeld are independent directors as defined by the listing standards of the Nasdaq Stock Exchange and by the SEC because they have no relationship with us that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director. Kevin Brian Cox is not “independent” as defined by the listing standards as Mr. Cox is an executive officer of the Company.
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Compensation Committee Interlocks and Insider Participation
None of the Company’s executive officers serves, or in the past has served, as a member of the Board of Directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Company’s Board or its Compensation Committee. None of the members of the Company’s Compensation Committee is, or has ever been, an officer or employee of the company.
Code of Ethics
The Board adopted a Code of Business Conduct and Ethics applicable to each officer, director, and employee of the Company. The full text of our Code of Business Conduct and Ethics is posted on our website at www.surgepays.com. We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics.
Term of Office
Our directors are appointed at the annual meeting of shareholders and hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal in accordance with our bylaws. Our officers are appointed by the Board and hold office until the annual meeting of the Board next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without conducting any independent investigation of our own, in fiscal year 2025, all Forms 3, 4 and 5 were timely filed with the SEC by such reporting persons, except that Richard Schurfeld’s Form 4 filed on May 27, 2025, was filed late, Laurie Weisberg’s Form 4 filed on May 27, 2025, and David Key’s Form 4 filed on May 27, 2025, was filed late.
Cybersecurity Governance
Our Board provides strategic oversight on cybersecurity matters, including material risks associated with cybersecurity threats. The Board has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management methodology. Our Board and the Audit Committee receives periodic updates from our Chief Financial Officer and more frequently as needed, regarding the overall state of our cybersecurity preparedness, information on the current threat landscape, and material risks from cybersecurity threats and cybersecurity incidents. The Audit Committee and our management team are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents, including through the receipt of notifications from third-party service providers and reliance on communications with our risk management, legal, and/or compliance personnel.
The Audit Committee reports to the full Board regarding cybersecurity activities. The full Board also receives briefings from management on cyber risk issues and best practices. Our management team is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for developing and maintaining our overall cybersecurity risk methodology and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the information technology environment.
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Executive Compensation
The following table sets forth the aggregate compensation paid to our named executive officers for the fiscal years ended December 31, 2025 and 2024. Individuals we refer to as our “named executive officers” include our Chief Executive Officer, Chief Financial Officer, and President of Sales and Operations.
Summary Compensation Table
| Name and Principal | Salary | Bonus | All Other Compensation | Stock | Option | Non-Equity Incentive Plan | Nonqualified deferred compensation | Total | ||||||||||||||||||||||||||
| Position | Year | (1) | (2) | (3) | Awards | Awards | Compensation | earnings | Compensation | |||||||||||||||||||||||||
| Kevin Brian Cox (4) | 2025 | 794,709 | 870,250 | 37,118 | $ | 338,135 | — | — | $ | 2,040,212 | ||||||||||||||||||||||||
| CEO, President Chairman | 2024 | $ | 839,516 | $ | 870,250 | $ | 8,150 | $ | 1,069,168 | $ | — | — | — | $ | 2,787,084 | |||||||||||||||||||
| Chelsea Pullano (5) | 2025 | $ | — | $ | — | $ | — | $ | — | $ | — | — | — | $ | — | |||||||||||||||||||
| Interim CFO | 2024 | $ | — | $ | — | $ | — | $ | — | $ | — | — | — | $ | — | |||||||||||||||||||
| Anthony Evers (6) | 2025 | $ | 503,317 | $ | 510,550 | $ | 51,117 | $ | 479,077 | $ | 214,151 | — | — | $ | 1,758,212 | |||||||||||||||||||
| Former CFO | 2024 | $ | 488,656 | $ | 510,250 | $ | 14,000 | $ | 855,334 | $ | — | — | — | $ | 1,868,240 | |||||||||||||||||||
| — | — | |||||||||||||||||||||||||||||||||
| Derron Winfrey (7) | 2025 | $ | 342,084 | $ | 250 | $ | 15,185 | $ | — | $ | — | — | — | $ | 357,519 | |||||||||||||||||||
| President of Sales and Operations | 2024 | $ | 159,626 | $ | 250 | $ | 12,806 | $ | — | $ | — | — | — | $ | 172,682 | |||||||||||||||||||
| (1) | Base salaries can be increased by our Board of Directors based on the attainment of financial and other performance guidelines set by our management. | |
| (2) | Because no performance goals were set for the applicable years (as discussed in the employment agreement summary that follows), the bonuses paid for the years shown here were paid entirely at the discretion of the Board/Compensation Committee, or as so set forth in the respective employment agreements. No executive bonuses received in 2025 were based upon formulaic bonus structures or other fluctuating metrics. | |
| (3) | Other compensation consists of paid medical insurance, auto allowances, and housing allowances. | |
| (4) | Mr. Cox was granted 500,000 shares of common stock during the year ended December 31, 2024, in accordance with the 2023 CEO Employment Agreement, as amended,, having a fair value of $3,800,000, based upon the quoted closing price $7.60/share, which shares vest in full upon issuance. Mr. Cox was granted 227,336 stock options on December 31, 2025, having an exercise price of $1.75 and a fair value of $338,135. | |
| (5) | Ms. Pullano was appointed Chief Financial Officer of the Company on January 14, 2026. | |
| (6) | Mr. Evers’s employment with the Company terminated on December 31, 2025, when his employment agreement was not renewed upon its expiration on December 31, 2025, and he ceased to the Chief Financial Officer of the Company on that date. Mr. Evers was granted 143,979 stock options on December 31, 2025, having an exercise price of $1.75 and a fair value of $214,151, and an expense of $479,077 was recognized relating to the vesting of previously issued restricted shares. | |
| (7) | Mr. Winfrey was appointed President of Sales and Operations in January 2025. Mr. Winfrey’s compensation has been included in the Summary Compensation Table pursuant to Item 229.402(m)(2)(iii) of Reg. S-K as a highly compensated employee of the Company, even though Mr. Winfrey is not deemed to be an executive officer of the Company. |
Narrative Disclosure to Summary Compensation Table
Agreements with the Company’s Named Executive Officers
Kevin Brian Cox (CEO)
The Company entered into a new employment agreement with Mr. Cox on December 27, 2023 (the “2023 CEO Employment Agreement”), whereby the Company extended the Mr. Cox’s term of employment through and including December 31, 2028, and thereafter will automatically renew for successive consecutive one year periods until either party sends written notice to the other party of such party’s desire to terminate the Cox Employment Agreement.
As compensation for his services, the Company shall pay Mr. Cox a base salary of $750,000 per year, to be increased by three percent each following year, and an annual cash bonus of $870,000. Beginning on March 1, 2024, and thereafter for a minimum of five years, the Company shall grant Mr. Cox Five Hundred Thousand (500,000) restricted shares pursuant to the SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan, where each restricted share grant shall be fully vested upon grant. In addition, the Company shall make equity incentive grants to Mr. Cox upon the Company’s completion of milestones, including achieving certain annual revenue, annual EBITDA, and market capitalization goals.
In the event Mr. Cox’s employment with the Company shall terminate, unless by termination for cause, Mr. Cox shall be entitled to (a) a severance payment equal to the greater of (i) two (2) years’ worth of the then-existing base salary and the prior year’s bonus, or (ii) the base salary payable through the remaining December 31, 2028, and (b) retain the benefits, such as health insurance, as set forth in Article IV of the 2023 CEO Employment Agreement until December 31, 2028, or remainder of any term of renewal thereafter.
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On or about February 29, 2024, the Company entered into an amendment to the 2023 CEO Employment Agreement to amend the vesting schedule of the restricted shares from 500,000 restricted shares on March 1, 2024, to 83,334 restricted shares on July 1, 2024, 83,334 restricted shares on August 1, 2024, 83,333 restricted shares on September 1, 2024, 83,333 restricted shares on October 1, 2024, 83,333 restricted shares on November 1, 2024, 83,333 restricted shares on December 1, 2024, 500,000 restricted shares on June 1, 2025, 500,000 restricted shares on June 1, 2026, 500,000 restricted shares on June 1, 2027, 500,000 restricted shares on June 1, 2028, and 500,000 restricted shares on each June 1 of a renewal year.
On or about June 30, 2025, the Company entered into an amendment to the 2023 CEO Employment Agreement to further amend the vesting schedule of the restricted shares to 83,334 restricted shares on July 1, 2024, 83,334 restricted shares on August 1, 2024, 83,333 restricted shares on September 1, 2024, 83,333 restricted shares on October 1, 2024, 83,333 restricted shares on November 1, 2024, 83,333 restricted shares on December 1, 2024, 500,000 restricted shares on December 31, 2025, 500,000 restricted shares on June 1, 2026, 500,000 restricted shares on June 1, 2027, 500,000 restricted shares on June 1, 2028, and 500,000 restricted shares on each June 1 of a renewal year.
On or about December 31, 2025, the Company entered into an amendment to the 2023 CEO Employment Agreement to (i) defer payment of Mr. Cox’s annual cash bonus for the year ending December 31, 2025, to April 1, 2026, and (ii) further amend the vesting schedule of the restricted shares to 83,334 restricted shares on July 1, 2024, 83,334 restricted shares on August 1, 2024, 83,333 restricted shares on September 1, 2024, 83,333 restricted shares on October 1, 2024, 83,333 restricted shares on November 1, 2024, 83,333 restricted shares on December 1, 2024, 500,000 restricted shares on April 1, 2026, 500,000 restricted shares on June 1, 2026, 500,000 restricted shares on June 1, 2027, 500,000 restricted shares on June 1, 2028, and 500,000 restricted shares on each June 1 of a renewal year.
Chelsa Pullano (Interim CFO)
On January 9, 2026, the Company entered into the master services agreement (“CFO Agreement”) with MACK Financial Solutions LLC (“MACK”) on January 9, 2026, pursuant to which MACK shall provide outsourced financial, accounting, and executive financial services to the Company as requested by the Company from time to time, including, without limitation, Chief Financial Officer services, accounting oversight, bookkeeping, financial reporting, and public-company financial compliance support (collectively, the “Services”). Ms. Pullano’s role as Chief Financial Officer will be on an interim basis, and Ms. Pullano will spend no less than 40 hours per month in such capacity as Chief Financial Officer providing the Services as described herein. In consideration of the Services to be performed, the Company will pay Ms. Pullano $5,000 per month in her capacity as Chief Financial Officer, and the Company will pay MACK $5,000 per month for other Services. Additionally, Ms. Pullano shall be entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO Agreement may be terminated by either the Company or MACK upon sixty days’ notice; however, if a material breach of the CFO Agreement is not cured within fourteen days of receipt of notice, the CFO Agreement may be immediately terminated by the non-breaching party.
Anthony Evers (Former CFO)
On November 11, 2023, the Company entered into a new employment agreement with Mr. Evers, with the term of the agreement to expire on December 31, 2025 (the “2023 CFO Employment Agreement”). Pursuant to the 2023 CFO Employment Agreement, Mr. Evers will earn $475,000 per year retroactively for the fiscal year ended 2023, $489,250 per year for the fiscal year ended 2024 and $503,928 per year for the fiscal year ended 2025. In addition, Mr. Evers shall receive a $510,000 cash bonus for his work during the calendar year 2023 and shall be eligible to receive a discretionary annual bonus based on his achievement of performance objectives as mutually agreed between Mr. Evers and the Board. The 2023 CFO Employment Agreement further provides that Mr. Evers is entitled to participate in any employee benefit plans that the Company has adopted and the Company granted Mr. Evers 600,000 restricted share awards, which shall vest as to 200,000 (two hundred thousand) restricted shares on December 31, 2023, December 31, 2024, and December 31, 2025.
The 2023 CFO Employment Agreement is terminable for “Cause” or without “Cause” (as defined in the 2023 CFO Employment Agreement) by the Company or voluntarily by Mr. Evers. Upon termination without “Cause” (other than by reason of death or disability) or resignation for “Constructive Termination” (as defined in the 2023 CFO Employment Agreement), Mr. Evers will be entitled to receive an amount equal to the balance of his base salary he would have earned over the term of the agreement or one years’ base salary and reimbursement for group health and dental insurance for one year following termination. Any outstanding unvested securities owned by Mr. Evers on the termination date will vest (or terminate) in accordance with the terms of such grant.
On February 22, 2024, the Company entered into an amendment to the 2023 CFO Employment Agreement to amend the vesting schedule of the restricted shares from 500,000 restricted shares on March 1, 2024 to 66,667 restricted shares on July 1, 2024, 66,667 restricted shares on August 1, 2024, 66,667 restricted shares on September 1, 2024, 66,667 restricted shares on October 1, 2024, 66,666 restricted shares on November 1, 2024, 66,666 restricted shares on December 1, 2024, and 200,000 restricted shares on December 31, 2025, in each case, subject to Mr. Evers’s continued employment with the Company through the applicable vesting date.
Mr. Evers’ employment with the Company expired on December 31, 2025, when his employment term was not renewed. On January 1, 2026, in connection with the non-renewal, the Company and Mr. Evers entered into a separation agreement and general release (the “Separation Agreement”). Pursuant to the terms and conditions of the Separation Agreement, Mr. Evers will provide consulting services relating to advising the Company with guidance and advice related to the Company’s finances and accounting, assisting with the Company’s filings with the SEC, including the Company’s Form 10-K and 10-Q, and assisting with the transition of Mr. Evers’ former duties as Chief Financial Officer to the Company’s new (or interim) Chief Financial Officer. Mr. Evers will provide these services during the period of January 1, 2026, through June 30, 2026, and Company shall pay Mr. Evers fees in the amount of $250,000 (Two Hundred Fifty Thousand Dollars) in twelve (12) equal monthly installments of $20,833.33 each, as well as reimburse Mr. Evers for his health insurance premiums under the Consolidated Omnibus Reconciliation Act during the period of January 1, 2026, through December 31, 2026.
Agreements with the Company’s Other Highly Compensated Employee(s)
Derron Winfrey
On or about January 10, 2025, the Company entered into an at-will employment agreement with Mr. Winfrey pursuant to which Mr. Winfrey would act as the President of Sales and Operations for the Company and be paid an annual salary of $350,000 and be eligible to participate in the Company’s benefit plans. The agreement is terminable at any time for any reason or no reason at the election of either party.
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OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
The following table presents information regarding outstanding equity awards held by the Company’s Named Executive Officers as of December 31, 2025.
| Option awards | Stock awards | |||||||||||||||||||||||||||||||||||
| Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) |
|
Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | ||||||||||||||||||||||||||
| Kevin Brian Cox (1) | 248,424 | - | - | $ | 1.55 | 12/31/31 | - | - | - | - | ||||||||||||||||||||||||||
| Kevin Brian Cox (2) | 227,336 | - | - | $ | 1.75 | 12/31/32 | - | - | - | - | ||||||||||||||||||||||||||
| Anthony Evers (1) (4) | 157,335 | - | - | $ | 1.55 | 12/31/31 | - | - | - | - | ||||||||||||||||||||||||||
| Anthony Evers (2) (4) | 143,979 | $ | 1.75 | 12/31/32 | ||||||||||||||||||||||||||||||||
| Anthony Evers (3) (4) | 17,004 | $ | 16.00 | 2/28/27 | ||||||||||||||||||||||||||||||||
| (1) | The
Company granted Mr. Cox 248,424 and Mr. Evers 157,335 options to purchase common stock of the Company on December 31, 2024, as part
of the Company’s annual option grant to its employees for services performed in fiscal year 2024. The options have an exercise
price of $1.55 per share, which options were fully vested as of the date of grant and expire on December 31, 2031. The Company determined
the fair value of these options (on the grant date) using a Black-Scholes option pricing model. | |
| (2) | The Company granted Mr. Cox 227,336 and Mr. Evers 143,979 options to purchase common stock of the Company on December 31, 2025, as part of the Company’s annual option grant to its employees for services performed in fiscal year 2024. The options have an exercise price of $1.75 per share, which options were fully vested as of the date of grant and expire on December 31, 2032. The Company determined the fair value of these options (on the grant date) using a Black-Scholes option pricing model. | |
| (3) | Mr. Evers’ unexercised options also include 17,004 options granted on March 1, 2020, with an exercise price of $16.00 per share, are fully vested as of the December 31, 2024, and expire on February 28, 2027. The Company determined the fair value of these options (on the grant date) using a Black-Scholes option pricing model. | |
| (4) | The Company granted 600,000 shares of common stock on November 11, 2023, having a grant date fair value of $3,114,000, based upon the quoted closing price ($5.19/share). 400,000 shares vested ratably per month over a six-month period from July 1, 2024 to December 1, 2024. The remaining 200,000 shares vested on December 31, 2025. |
Employee Pension, Profit Sharing or other Retirement Plan
The Company maintains a tax-qualified 401(k) savings plan which allows participants to defer eligible compensation up to the maximum permitted by the Internal Revenue Service and provides for discretionary matching contributions by the Company.
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Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
| David May | - | - | - | - | - | - | - | |||||||||||||||||||||
| David N. Keys | - | 158,000 | - | - | - | - | 158,000 | |||||||||||||||||||||
| Laurie Weisberg | - | 158,000 | - | - | - | - | 158,000 | |||||||||||||||||||||
| Richard Schurfeld (1) | - | 158,000 | - | - | - | - | 158,000 | |||||||||||||||||||||
| (1) | Mr. Schurfeld resigned as a member of the Company’s Board of Directors on January 2, 2026. |
On August 8, 2023, the Board approved the Company issuing the independent members of the Board, pursuant to the provisions of the SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan (the “2022 Plan”), common stock in the form of restricted share awards (the “Awards”). The Awards are being granted pursuant to a Restricted Share Award Agreement (each an “RSA Agreement”). Mr. Keys is receiving 32,000 shares, and each of Ms. Weisberg and Mr. Schurfeld is receiving 24,000 shares. The RSA Agreement provides that the shares will not vest until the earliest to occur of (a) the director no longer serves on the Board for any reason (including, but not limited to, upon death or disability that renders the director incapable of providing services to the Company) other than a Termination of Service for Cause; (b) upon the occurrence of a Change in Control (as defined in the 2022 Plan; or (c) the fifth anniversary of the award date. The RSA Agreement defines “Cause”, in part, as: (i) embezzlement or misappropriation of Company funds; (ii) any acts resulting in a conviction for, or plea of guilty or nolo contendere to, a felony charge; (iii) misconduct resulting in injury to the Company; (iv) activities harmful to the reputation of the Company; (v) a violation of Company guidelines or policies; or (vi) a violation of any contractual, statutory or common law fiduciary duty to the Company.
On August 18, 2023, the Board approved the Company issuing David May, pursuant to the 2022 Plan, common stock in the form of restricted share awards granted pursuant to an RSA Agreement in the amount of 15,000 shares, with provisions and vesting the same as detailed in the RSA Agreement to the independent members of the Board described above.
On April 25, 2024, the Board approved an issuance to each of the independent members of the Board a grant of $75,000 in cash and, pursuant to the provisions of the 2022 Plan, common stock in the form of Awards in the amount of $50,000, with the Awards vesting four years from the date of grant.
On May 22, 2025, the Board approved issuances of Awards to each of the independent members of the Board consisting of a grant of 50,000 restricted share awards to each director pursuant to the provisions of the 2022 Plan in the aggregate amount of $474,000, with the Awards vesting four years from the date of grant.
2022 Plan
General
On August 3, 2022, the Board approved, authorized and adopted, subject to stockholder approval, the 2022 Plan. The 2022 Plan provides for the issuance of up to 3,500,000 shares of Common Stock plus (ii) an annual increase on the first day of each calendar year beginning January 1, 2023 and ending on and including January 1, 2031 equal to the lesser of (A) ten percent (10%) of the Common Stock outstanding on the final day of the immediately preceding calendar year, and (B) such smaller number of Common Stock shares as determined by the Board. The issuance of the shares of Common Stock shall be through the grant of Distribution Equivalent Rights, may Share Options, Non-Qualified Share Options, Performance Unit Awards, Restricted Share Awards, Restricted Share Unit Awards, Share Appreciation Rights, Tandem Share Appreciation Rights, Unrestricted Share Awards and other equity-based awards to directors, officers, employees, and consultants.
The objective of the 2022 Plan is to encourage and enable directors, officers, employees, and consultants of the Company and its subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.
Our ability to provide long-term incentives in the form of equity compensation aligns management’s interests with the interests of our stockholders and fosters an ownership mentality that drives optimal decision-making for the long-term health and profitability of our Company. Equally important, equity compensation is critical to our continuing ability to attract, retain and motivate qualified corporate executives and retain management. We expect our ability to grant equity compensation to be important in achieving our long-term growth.
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Description of 2022 Plan
The essential features of the 2022 Plan are outlined below. The following description is not complete and is qualified by reference to the full text of the 2022 Plan.
Options are subject to the following conditions:
| (i) | The Committee (as defined below) determines the exercise price of Incentive Options at the time the Incentive Options are granted. The assigned exercise price must be no less than 100% of the Fair Market Value (as defined in the 2022 Plan) of the Common Stock. In the event that the recipient is a Ten Percent Shareholder (as defined in the 2022 Plan), the exercise price must be no less than 110% of the Fair Market Value of the Common Stock. | |
| (ii) | The exercise price of each Non-qualified Option will be at least 100% of the Fair Market Value of such share of the Common Stock on the date the Non-qualified Option is granted, unless the Committee, in its sole and absolute discretion, elects to set the exercise price of such Non-qualified Option below Fair Market Value. | |
| (iii) | The Committee fixes the term of Options, provided that Options may not be exercisable more than ten years from the date the Option is granted, and provided further that Incentive Options granted to a Ten Percent Shareholder may not be exercisable more than five years from the date the Incentive Option is granted. | |
| (iv) | Incentive Options may not be issued in an amount or manner where the amount of Incentive Options exercisable in one year entitles the holder to Common Stock with an aggregate Fair Market value of greater than $100,000. |
Awards of Restricted Shares are subject to the following conditions:
| (i) | The Committee determines the restrictions on each Restricted Share Award (as defined in the 2022 Plan). Upon the grant of a Restricted Share Award and the payment of any applicable purchase price, grantee is considered the record owner of the Restricted Shares and entitled to vote the Restricted Shares if such Restricted Shares are entitled to voting rights. | |
| (ii) | Restricted Shares may not be delivered to the grantee until the Restricted Shares have vested. | |
| (iii) | Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as provided in the 2022 Plan or in the Restricted Share Award Agreement (as defined in the 2022 Plan). |
Grants
Although all employees and all of the employees of our subsidiaries are eligible to receive grants under our Plan, the grant to any particular employee is subject to the discretion of the Board, or at the discretion of the Board, or the Compensation Committee of the Board or such other committee designated by the Board to administer the 2022 Plan (such body that administers the 2022 Plan, the “Committee”).
We have made and will make appropriate adjustments to outstanding grants and to the number or kind of shares subject to the 2022 Plan in the event of a stock split, reverse stock split, stock dividend, share combination or reclassification and certain other types of corporate transactions, including a merger or a sale of all or substantially all of our assets.
Administration
The Committee shall have the sole authority, in its discretion, to make all determinations under the 2022 Plan, including, but not limited to, who receives an award, the time or times when an award shall be made (the date of grant of an award shall be the date on which the award is awarded by the Committee), what type of award shall be granted, the term of an award, the date or dates on which an award vests (including acceleration of vesting), the form of any payment to be made pursuant to an award, the terms and conditions of an award (including the forfeiture of the award (and/or any financial gain) if the holder of the award violates any applicable restrictive covenant thereof), the Restrictions under a Restricted Share Award and the number of Common Stock which may be issued under an Award, all as applicable. In making such determinations, the Committee may take into account the nature of the services rendered by the respective employees, directors and consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee, in its discretion, shall deem relevant.
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Grant Instruments
All grants will be subject to the terms and conditions set forth in our Plan and to such other terms and conditions consistent with our Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in a grant instrument or an amendment to the grant instrument. All grants will be made conditional upon the acknowledgement of the grantee in writing or by acceptance of the grant, that all decisions and determinations of the Compensation Committee will be final and binding on the grantee, his or her beneficiaries and any other person having or claiming an interest under such grant.
Terms and Conditions of Grants
Under the 2022 Plan, the term “Fair Market Value” of the Common Stock on any given date means the fair market value of the Common Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method that is consistent with Section 409A of the Code. If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price.
Transferability
No award under the 2022 Plan or any award agreement and no rights or interests therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a holder except (i) by will or by the laws of descent and distribution, or (ii) except for an Incentive Share Option, by gift to any family member of the holder. An award may be exercisable during the lifetime of the holder only by such holder or by the holder’s guardian or legal representative unless it has been transferred by gift to a family member of the holder, in which case it shall be exercisable solely by such transferee.
Amendment and Termination
The 2022 Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to awards outstanding on that date). The Board, in its discretion, may terminate the 2022 Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the 2022 Plan’s termination shall not materially and adversely impair the rights of a holder with respect to any Award theretofore granted without the consent of the holder. The Board shall have the right to alter or amend the 2022 Plan or any part hereof from time to time; provided, however, stockholder approval shall be required for ay modification of the 2022 Plan that (i) requires stockholder approval under the rules or regulations of the Securities and Exchange Commission or any securities exchange applicable to the Company, (ii) increases the number of shares authorized under the 2022 Plan, (iii) increases the dollar limitation specified in Section 5.4, or (iv) amends, modifies or suspends Section 7.8 (repricing prohibitions) or Article XV. In addition, unless otherwise permitted under the award agreement, no change in any award theretofore granted may be made which would materially and adversely impair the rights of a holder with respect to such award without the consent of the holder.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Company is required to provide annual disclosure of certain information regarding the relationship between compensation actually paid to our CEO and other NEOs and our financial performance.
The following table sets forth information required by Item 402(v) of Regulation S-K for each of the last three recently completed fiscal years, including: (i) the total compensation earned by our PEO (as reported on our Summary Compensation Table), (ii) the compensation “actually paid” to our PEO (calculated in accordance with Regulation S-K), (iii) the average of the total compensation earned by our other NEOs (calculated based upon our Summary Compensation Table), (iv) the average compensation “actually paid” to our other NEOs (calculated in accordance with Regulation S-K), (v) our total shareholder return, and (vi) our net income (loss).
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| Summary Compensation Table For PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO | Average Compensation Actually Paid to Non-PEO | Value of initial fixed $100 investment based on total Shareholder Return | Net Income | |||||||||||||||||||
| Year (1) | ($) | ($)(2) | NEOs ($) | NEOs ($)(2) | (TSR) ($)(3) | (Loss) ($) | ||||||||||||||||||
| 2025 | ( | ) | ||||||||||||||||||||||
| 2024 | ( | ) | ||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||
| (1) | For
each of the years presented above, our PEO was |
| (2) | The table below details amounts deducted and added to calculate Average Compensation Actually Paid to the PEO and Non-PEO NEOs. in accordance with Item 402(v) of Regulation S-K. |
| (3) | TSR is calculated based on a fixed investment of $100 made at the closing price as of December 31, 2024, for the period ending December 31 of each year in table above. |
| Reconciliation of Compensation Actually Paid | ||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Average of | Average of | Average of | ||||||||||||||||||||||
| Non-PEO | Non-PEO | Non-PEO | ||||||||||||||||||||||
| PEO ($) | NEOs ($) | PEO ($) | NEOs ($) | PEO ($) | NEOs ($) | |||||||||||||||||||
| Total Compensation per Summary Compensation Table (“SCT”) | ||||||||||||||||||||||||
| Less: Value of Stock Grants reported in SCT | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Less: Value of Stock Option Grants reported in SCT | ( | ( | ) | ( | ) | ( | ||||||||||||||||||
| Plus: Year-End Value of Stock Grants Awarded in Fiscal Year that are Unvested and Outstanding | ||||||||||||||||||||||||
| Plus: Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | ( | ) | ||||||||||||||||||||||
| Plus: Change in Fair Value of Prior Year Awards that are Vested in Current Year | ( | ) | ( | ) | ||||||||||||||||||||
| “Compensation Actually Paid” for Year Shown” (1) | ||||||||||||||||||||||||
| (1) |
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Graphical Representation of Compensation Actually Paid (CAP) and Performance
CAP vs. Total Shareholder Return (TSR)
CAP vs. Net Income (Loss)
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following sets forth information as of April 6, 2026, regarding the number of shares of our Common Stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and executive officers and (iii) all of our directors and executive officers as a group.
The amounts and percentages of our Common Stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right, and the conversion of preferred stock. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our Common Stock. Except as otherwise indicated, the address of each of the shareholders listed below is: 3124 Brother Blvd, Suite 410, Bartlett, TN 38133.
| Name of Beneficial Owner(1) | Total Common Stock Shares Beneficially Owned | % of Common Stock (2) | ||||||
| Directors and Executive Officers: | ||||||||
| Kevin Brian Cox | 7,177,647 | (3) | 28.0 | % | ||||
| Chelsea Pullano | - | - | ||||||
| David N. Keys | 67,043 | (4) | * | |||||
| David May | 158,116 | (6) | * | |||||
| Laurie Weisberg | 57,809 | (7) | * | |||||
| All Directors and Executive Officers as a Group (5 persons) | 7,460,615 | 29.17 | % | |||||
| * | Less than one (1) percent |
| (1) | The person named in this table has sole or shared voting and investment power with respect to all shares of Common Stock reflected as beneficially owned. |
| (2) | Based on 25,121,895 shares of Common Stock outstanding as of April 6, 2026. |
| (3) | Includes (i) 1,300,000 shares held in Mr. Cox’s name, (ii) 4,569,384 shares held by BLC Family Investments, (iii) 561,758 shares held by SMDMM, LLC, a Tennessee liability company, (iv) 270,745 shares held by LC Marital Trust dated May 17, 2021, (v) 248,424 shares issuable upon exercise of 248,424 vested options to purchase Common Stock granted to Mr. Cox on December 31, 2024, and (vi) 227,336 shares issuable upon exercise of 227,336 vested options to purchase Common Stock granted to Mr. Cox on December 31, 2025. Mr. Cox is deemed to be the beneficial owner of all three entities previously identified. |
| (4) | Includes (i) 1,666 shares held in an IRA owned by Mr. Keys’ wife, however, Mr. Keys shares investing and dipositive power over these holdings, (ii) 5,378 shares in total held by two different IRAs owned by Mr. Keys; and (iii) 10,000 shares are held by PCC Holdings LLC. Mr. Keys shares investment and dipositive power over shares held in the names of these entities and is therefore deemed to be the beneficial owner of shares held in name of each of these entities. Also includes 50,000 restricted share awards held by Mr. Keys as such awards would immediately vest upon the resignation of Mr. Keys at his sole election at any time. |
(6) |
Includes 41,750 shares held by XIV LLC. Mr. May has investment and dipositive power over shares held in the names of this entity and is therefore deemed to be the beneficial owner of shares held in name of this entity. Also includes 50,000 restricted share awards held by Mr. May as such awards would immediately vest upon the resignation of Mr. May at his sole election at any time. |
| (7) | Includes 5,000 shares held in Ms. Weisberg’s IRA. Also includes 50,000 restricted share awards held by Ms. Weisberg as such awards would immediately vest upon the resignation of Ms. Weisberg at her sole election at any time. |
There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of us.
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Certain Relationships and Related Transactions, and Director Independence
On occasion we may engage in certain related party transactions. Our policy is that all related party transactions will be reviewed and approved by the audit committee of our board of directors prior to our entering into any related party transactions.
For the years ended December 31, 2025 and 2024, the Company rented space from Carddawg Investments, LLC in the amount of $166,356 and $166,356, respectively. These costs are included in the General and Administrative expenses in the consolidated statements of operations. Mr. Cox is sole owner of Carddawg Investments, LLC.
See “Executive Compensation” regarding the employment agreements with Kevin Brian Cox and Anthony Evers.
Policies and Procedures for Related Party Transactions
All future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.
Insider Trading Policy
We
have
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information
In
December 2024, the Company issued stock options to purchase shares of the Company’s common stock to employees of the Company in
consideration for services provided to the Company during the fiscal year ended December 31, 2024, which options were based upon each
employee’s salary, the performance of each employee, and the Company’s overall performance, during such fiscal year. This
type of grant is generally provided to the Company’s employees at the end of every year. The timing of this grant (and such similar
yearly grants) is only tied to the end of the fiscal year and the completion of the employee’s services therein and is given to
a large number of the Company’s employees and not just the executive officers of the Company. This yearly grant is reviewed and
approved by the Company’s Compensation Committee, which is comprised of the independent members of the Company’s board of
directors. Pursuant to this grant, the Company granted Mr. Cox and Mr. Evers options to purchase common stock of the
Company. The options have an exercise price of $
In
December 2025, the Company granted an aggregate of fully vested, seven-year stock options for services rendered, allocated
as follows: to its Chief Executive Officer (CEO), to its Chief Financial Officer (CFO), and to various employees.
The aggregate grant-date fair value was $
Indemnification Under Articles of Incorporation and Bylaws
Our directors and officers are indemnified as provided by Nevada corporate law and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act.
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PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT AUDITORS FOR FISCAL 2026
Appointment of Independent Registered Public Accounting Firm
The Audit Committee appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s capabilities relative to our business; and the firm’s knowledge of our operations. TAAD, LLP (“TAAD”) has served as our independent registered public accounting firm since 2017. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed TAAD to serve as our independent registered public accounting firm for the year ending December 31, 2026.
We have also learned that TAAD may undergo a reorganization of its business structure that may lead to a spinoff or similar transaction. If such a transaction is to occur, we expect to continue to utilize TAAD or the spinoff of TAAD, as our independent registered public accounting firm, and this vote is also ratifying such continuation of services of TAAD post business structure change, or its successor, as our independent registered public accounting firm for the year ending December 31, 2026. In the case that TAAD, or the spinoff of TAAD, no longer able to function as the independent registered public accounting firm during or for the year ending December 31, 2026, this vote also ratifies the approval and appointment of a new successor auditor by the Company’s audit committee. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the audit committee to reconsider its appointment.
A representative of TAAD is not expected to attend the Annual Meeting.
Audit, Audit-Related and All Other Fees
Audit Fees
The aggregate fees billed for professional services rendered by our Independent Registered Public Accounting Firm, TAAD, for the audit of our annual financial statements, review of our consolidated financial statements included in our quarterly reports, and other fees that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for the years ended December 31, 2025, and December 31, 2024, were approximately $58,290 and $0, respectively.
All Other Fees
The aggregate fees billed for non-audit services rendered by our Independent Registered Public Accounting Firm, TAAD, was approximately $0 for the fiscal year ended December 31, 2025
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AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed our financial statements for the fiscal year ended December 31, 2025, with both management and TAAD, our independent registered public accounting firm. In its discussion, management has represented to the Audit Committee that our financial statements for the fiscal year ended December 31, 2025, were prepared in accordance with generally accepted accounting principles.
The Audit Committee meets with our independent registered public accounting firm, with and without management present, to discuss the results of their annual audit and quarterly reviews, our internal controls and the overall quality of our financial reporting. The Audit Committee has discussed with our independent registered public accounting firm the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.
The Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has considered and discussed with TAAD such firm’s independence and the compatibility of the non-audit services provided by the firm with its independence.
Based on the Audit Committee’s review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Submitted by the Audit Committee of the Board of Directors
David N. Keys (Chair of the Audit Committee)
Laurie Weisberg
David May
Required Vote
Ratification of the appointment by the Audit Committee of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, requires the affirmative vote of the holders of a majority of the Common Stock represented and entitled to vote at the Annual Meeting.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT BY THE BOARD OF TAAD, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.
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PROPOSAL 3
APPROVAL OF SECURITIES PURCHASE AGREEMENTS, RELATED TRANSACTIONS, AND SHARES EQUAL TO OR IN EXCESS OF 20%
Background
On or about May 12, 2025, the Company entered into a Senior Secured Note Purchase Agreement (the “Funicular NPA”) with an institutional investor, Funicular Funds, LP (“Funicular”), pursuant to which the Company sold, and Funicular purchased, (i) a Senior Secured Convertible Note in the original principal amount of $6,999,999 (the “Funicular Note”), and (ii) warrants to purchase 700,000 shares of Common Stock (the “Funicular Warrants”), for a total purchase price consisting of $6,000,000 in cash and the return to the Company of 333,333 shares of Common Stock owned by Funicular, resulting in the Company receiving net cash proceeds of $5,405,000, after deducting $175,000 in legal fees and $420,000 in broker fees paid from the proceeds. The Funicular Note is generally convertible following January 12, 2026, at the election of the holder into shares of Common Stock at a conversion price equal to the lesser of (i) $4.00 per share, or (ii) any price at which the Company subsequently issues shares of Common Stock for cash. The Funicular originally matured on May 12, 2027, and monthly amortization payments of $500,000 were originally due to be paid by the Company to Funicular beginning on January 31, 2026. The Funicular Note was subsequently amended such that (i) Funicular funded an additional $500,000 to the Company on March 25, 2026, and an additional $500,000 to the Company on April 16, 2026, and the original principal balance of the Funicular Note was increased to $7,999,999, (ii) monthly amortization payments will not commence until June 30, 2026, and (iii) the maturity date was extended to November 12, 2027. The Funicular Warrants have an exercise price of $6.00 per share and expire on May 12, 2030.
During the period from September 25, 2025, through November 17, 2025, the Company entered into five Security Purchase Agreements (collectively the “2025 SPA’s”) with five institutional investors (collectively the “2025 Lenders”), pursuant to which the Company sold, and the 2025 Lenders purchased, (i) promissory notes in the aggregate original principal amount of $2,695,000 (collectively the “2025 Notes”), and (ii) 103,000 shares of Common stock, for an aggregate purchase price of $2,450,000, resulting in the Company receiving net cash proceeds of $2,437,000, after deducting $13,000 in legal fees paid from the proceeds. The 2025 Notes mature 12 months following issuance. The following table summarizes the key terms of the 2025 Notes.
| 2025 Notes | ||||||||||||||||
| Note Holder | Issue Date | Maturity Date | Original Principal | Legal Fees Paid | Net Cash Proceeds | |||||||||||
| Note #1 | September 25, 2025 | September 25, 2026 | $ | 770,000 | $ | 7,500 | $ | 692,500 | ||||||||
| Note #2 | October 8, 2025 | October 8, 2026 | 660,000 | 2,000 | 598,000 | |||||||||||
| Note #3 | October 7, 2025 | October 7, 2026 | 385,000 | 1,500 | 348,500 | |||||||||||
| Note #4 | October 15, 2025 | October 15, 2026 | 385,000 | - | 350,000 | |||||||||||
| Note #5 | November 17, 2025 | November 17, 2026 | 495,000 | 2,000 | 448,000 | |||||||||||
| Total | $ | 2,695,000 | $ | 13,000 | $ | 2,437,000 | ||||||||||
Each of the 2025 Notes is repayable in five equal monthly installments inclusive of the capitalized guaranteed interest, with any unpaid amounts due and payable as part of the fifth and final installment, as follows:
| Note Holder | Monthly Installment | Payment 1 | Payment 2 | Payment 3 | Payment 4 | Payment 5 | ||||||||
| Note #1 | $ | 166,320 | May 25, 2026 | June 25, 2026 | July 25, 2026 | August 25, 2026 | September 25, 2026 | |||||||
| Note #2 | $ | 142,560 | May 31, 2026 | June 30, 2026 | July 31, 2026 | August 31, 2026 | October 8, 2026 | |||||||
| Note #3 | $ | 83,160 | June 7, 2026 | July 7, 2026 | August 7, 2026 | September 7, 2026 | October 7, 2026 | |||||||
| Note #4 | $ | 83,160 | June 15, 2026 | July 15, 2026 | August 15, 2026 | September 15, 2026 | October 15, 2026 | |||||||
| Note #5 | $ | 106,920 | July 17, 2026 | August 17, 2026 | September 17, 2026 | October 17, 2026 | November 17, 2026 | |||||||
The 2025 Notes are generally convertible into Common Stock as follows: (i) at $4.00 per share with respect to the first 25% of the note balance, (ii) at $6.00 per share with respect to the second 25% of the note balance, and (iii) with respect to the remaining balance, not convertible except upon an event of default under the note or failure to make a required monthly payment. Upon the occurrence of an event of default or failure to make a monthly payment, all amounts due under the note will be convertible into shares of Common Stock at a conversion price equal to 85% of the lowest daily volume-weighted average price on any trading day during the 5 trading days prior to the conversion date. The 2025 Notes also contain ratchet provisions adjusting the applicable conversion price to any lesser price at which the Company subsequently sells shares of Common Stock.
On January 20, 2026, the Company entered into an underwriting agreement with R.F. Lafferty & Co., Inc. for an underwritten public offering of 2,000,000 shares of common stock at a public offering price of $1.25 per share, for gross proceeds of $2,500,000. The offering closed on January 22, 2026. As a result of that offering, the Funicular Notes and 2025 Notes are now convertible at $1.25 per share.
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On or about March 13, 2026, the Company entered into a Securities Purchase Agreement (the “Pacific Pier SPA”) with Pacific Pier Capital II, LP (“Pacific Pier”), pursuant to which the Company sold, and Pacific Pier purchased, (i) a promissory note in the principal amount of $500,000 (the “Pacific Pier Note”), and (ii) warrants to purchase 225,000 shares of Company common stock (the “Pacific Pier Warrants”), for an aggregate purchase price of $450,000, resulting in the Company receiving net cash proceeds of $445,000, after deducting $5,000 in legal fees paid from the proceeds. The Pacific Pier Note matures on March 12, 2027, the Company is generally required to make monthly payments beginning November 12, 2026 (and on the 12th of each month thereafter) in the amount of $106,920 per month, and the Pacific Pier Note is convertible as follows: (i) at $4.00 per share with respect to the first $133,650 due under the Pacific Pier Note, (ii) at $6.00 per share with respect to the second $133,650 due under the Pacific Pier Note, and (iii) with respect to the remaining balance, not convertible except upon an event of default under the Pacific Pier Note or failure to make a required monthly payment. Upon the occurrence of an event of default or failure to make a monthly payment, all amounts due under the Pacific Pier Note will be convertible into shares of the Company’s common stock at a conversion price equal to 85% of the lowest daily volume-weighted average price on any trading day during the 5 trading days prior to the conversion date. The Pacific Pier Warrants have a 5-year term, are exercisable on a cashless basis, and have an exercise price of $1.25, subject to adjustment for stock dividends and splits as provided in the Pacific Pier Warrants.
On or about March 30, 2026, the Company entered into a Securities Purchase Agreement (the “Labrys SPA”) with Labrys Fund II, LP, a Delaware limited partnership (“Labrys”), pursuant to which the Company sold, and Labrys purchased, (i) a promissory note in the principal amount of $333,333.33 (the “Labrys Note”), and (ii) warrants to purchase 150,000 shares of Company common stock (the “Labrys Warrants”), for an aggregate purchase price of $300,000, resulting in the Company receiving net cash proceeds of $290,500, after deducting $9,500 in legal and due diligence fees paid from the proceeds. The Labrys Note matures on March 27, 2027, the Company is generally required to make monthly payments beginning November 27, 2026 (and on December 28, 2026, January 27, 2027, February 26, 2027, and March 27, 2027) in the amount of approximately $72,000 per month, and the Labrys Note is convertible as follows: (i) at $4.00 per share with respect to the first $89,100 due under the Labrys Note, (ii) at $6.00 per share with respect to the second $89,100 due under the Labrys Note, and (iii) with respect to the remaining balance, not convertible except upon an event of default under the Labrys Note or failure to make a required monthly payment. Upon the occurrence of an event of default or failure to make a monthly payment, all amounts due under the Labrys Note will be convertible into shares of the Company’s common stock at a conversion price equal to 85% of the lowest daily volume-weighted average price on any trading day during the 5 trading days prior to the conversion date. The Labrys Warrants have a 5-year term, are exercisable on a cashless basis, and have an exercise price of $1.25, subject to adjustment for stock dividends and splits as provided in the Labrys Warrants.
The Funicular NPA, 2025 SPA’s, Pacific Pier SPA, and Labrys SPA are collectively referred as the “SPA’s”; the Funicular Note, 2025 Notes, Pacific Pier Note, and Labrys Note are collectively referred to as “Notes”; the transactions contemplated by the SPA’s are collectively referred to as the “Transactions”; and the shares of Common Stock issuable by the Company in the Transactions, including upon conversion of the Notes and the exercise of the Funicular Warrants, Pacific Pier Warrants, and Labrys Warrants (collectively the “Warrants”), are collectively referred to herein as the “Transaction Shares.”
NASDAQ Listing Requirements and the Necessity of Stockholder Approval
The Company is subject to the NASDAQ Listing Rules because its Common Stock is currently listed on NASDAQ Capital Market (“NASDAQ”). The issuance of the Transaction Shares, including the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, implicates certain of the NASDAQ listing standards requiring stockholder approval in order to maintain our listing on NASDAQ, as follows:
| ● | NASDAQ Listing Rule 5635(b) requires stockholder approval when any issuance or potential issuance will result in a “change of control” of the issuer (which may be deemed to occur if after a transaction a single investor or affiliated investor group acquires, or has the right to acquire, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of the issuer and such ownership would be the largest ownership position of the issuer). For the purposes of this rule, investors in the Transactions may be deemed to be the controlling stockholders following the conversion of the Notes and exercise of the Warrants. Stockholders should note that a “change of control” as described under Rule 5635(b) applies only with respect to the application of such rule and does not necessarily constitute a “change of control” for purposes of Nevada law, the Company’s organizational documents, or any other purpose. |
| ● | NASDAQ Listing Rule 5635(d) requires stockholder approval prior to a transaction, other than a public offering, involving the sale, issuance or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or substantial stockholders of the issuer, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement; or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement. |
Issuances of Common Stock in the Transactions, including upon conversion of the Notes and exercise of the Warrants, may result in the issuance of more than 20% of the Company’s Common Stock outstanding within the meaning of Nasdaq Listing Rule 5635(b), and such issuances may be at a discount to the market value of our Common Stock within the meaning of NASDAQ Listing Rule 5635(d).
Assuming the conversion of the Furnicular Note at $1.25/share, and a conversion price of approximately 85% of the lowest closing price of our Common Stock on May [ ], 2025 (85% of $[ ]/share) under the other 2025 Notes, the 2025 Notes would convert into in excess of [ ] shares of our Common Stock upon full conversion of the 2025 Notes, and the shares of Common Stock issued upon the full conversion of the 2025 Notes would represent in the aggregate approximately [ ]% of the issued and outstanding shares of our Common Stock as of May [ ], 2025, without including additional shares of Common Stock issued and issuable in the Transactions, like shares issued upon exercise of the Warrants (which would increase the aforementioned percentage). Furthermore, under NASDAQ’s interpretive material regarding NASDAQ Listing Rule 5635, the maximum potential issuance under the conversion of the 2025 Notes will exceed 20% of the Common Stock outstanding because the Notes could potentially be converted into Common Stock based on a share price of $0.01 or less. See IM-5635-4; “Interpretive Material Regarding Future Priced Securities and Other Securities with Variable Conversion Terms,” available at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules/nasdaq-5600-series.
Therefore, the SPA’s, the Transactions, and the issuance of shares of Common Stock under the Transactions require stockholder approval under NASDAQ Listing Rule 5635.
Required Vote
The affirmative vote of the holders of a majority of the Common Stock represented and entitled to vote at the Annual Meeting is required to approve the terms of SPA’s, the Transactions, and the issuance of shares of Common Stock in the Transactions equal to 20% or more of the Company’s Common Stock.
Recommendation of our Board
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE TERMS OF THE SPA’S, THE TRANSACTIONS, AND THE ISSUANCE OF SHARES OF COMMON STOCK IN THE TRANSACTIONS EQUAL TO 20% OR MORE OF THE COMPANY’S COMMON STOCK.
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OTHER INFORMATION
Proxy Solicitation
All costs of solicitation of proxies will be borne by the Company. In addition to solicitation by mail, the Company’s officers and regular employees may solicit proxies personally or by telephone. The Company does not intend to utilize a paid solicitation agent.
Proxies
A stockholder may revoke his, her or its proxy at any time prior to its use by giving written notice to the Corporate Secretary of the Company, or by executing a revised proxy at a later date. Proxies in the form enclosed, unless previously revoked, will be voted at the Annual Meeting in accordance with the specifications made thereon or, in the absence of such specifications in accordance with the recommendations of the Board.
Legal Proceedings
From time to time, we may be engaged in various lawsuits and legal proceedings in the ordinary course of our business. Except as described below, we are currently not aware of any legal proceedings, the ultimate outcome of which, in our judgment based on information currently available, would have a material adverse effect on our business, financial condition or results of operations.
As of the date hereof, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on our results of operations except as set forth below:
| 1. | Blue Skies Connections, LLC, and True Wireless, Inc. v. SurgePays, Inc., et. al., District Court of Oklahoma County, OK, CJ-2021-5327, filed on December 13, 2021. Plaintiffs’ petition alleges breach of a Stock Purchase Agreement by SurgePays, SurgePhone Wireless, LLC, and Kevin Brian Cox (“Defendants”), and makes other allegations related to SurgePays’ consulting work with Jonathan Coffman, formerly a True Wireless employee. The petition requests injunctive relief, general damages, punitive damages, attorney fees and costs for alleged breach of contract, tortious interference with a business relationship, and fraud. Blue Skies alleged the Defendants are in violation of their non-competition and non-solicitation agreements related to the sale of True Wireless from SurgePays to Blue Skies. Defendants filed various dispositive motions with the Court demonstrating Oklahoma state law does not recognize non-compete agreements and non-solicitation agreements in the manner alleged by Plaintiffs, and the Court granted these motions, finding the non-solicitation and non-competition clauses in the Stock Purchase Agreement void as a matter of Oklahoma law. Defendants then filed additional dispositive motions on Plaintiffs’ claims in tort and equity, which the Court granted in part based on its prior rulings. Plaintiffs took the position the Court granting Defendants’ dispositive motions on these material issues only leaves partial contract claims that are inextricably intertwined with the remaining claims and defenses. Plaintiffs sought a certified interlocutory appeal of the Court’s orders. On March 10, 2025, the Oklahoma Supreme Court entered an order denying Plaintiffs’ Petition for Certiorari to review the certified interlocutory appeal. In December 2025, Judge Dishman recused himself from the case following a request from the Blue Skies and True Wireless parties and objection by SurgePays’ counsel. Judge Andrews has been assigned to the matter and has set remaining matters for status and briefing schedules on outstanding motions in the trial court. The case will now proceed in the district court on the parties’ remaining claims. Presently, there is no trial date. |
In the Circuit Court of Tennessee for the 30th Judicial District at Memphis, Docket # CT-3219-23. On August 8, 2023, a complaint was filed by SurgePays for breach of a promissory note by Blue Skies Connections, LLC. The note at issue is dated June 14, 2021, and requires Blue Skies Connections to repay the principal sum of $176,850.56, by monthly payments of $7,461.37 commencing on June 1, 2023. Blue Skies Connections has failed to make any payments due under the terms of the note, and this breach entitles SurgePays to demand payment of the entire amount of the note together with all accrued interest. Blue Skies Connections responded by filing a Motion to Dismiss or, in the alternative, a Motion to Stay, taking the position that, under the prior suit pending doctrine, the subject promissory note is subject to the prior litigation instituted by Blue Skies Connections against SurgePays, styled Skies Connections, LLC and True Wireless, Inc. v. SurgePays, Inc., et al., Case No. CJ-2021-5327, District Court of Oklahoma County, Oklahoma. SurgePays elected to dismiss its complaint without prejudice and is in the process of evaluating re-filing the matter in the District Court of Oklahoma County, Oklahoma.
| 2. | SurgePays, Inc. et al. v. Fina et al., Case No. CJ-2022-2782, District Court of Oklahoma County, Oklahoma. Plaintiffs SurgePays, Inc. and Kevin Brian Cox initiated this case against its former officer Mike Fina, his companies Blue Skies Connections, LLC, True Wireless, Inc., Government Consulting Solutions, Inc., Mussell Communications LLC, and others. This case also arises from the June 2021 transaction by which SurgePays sold True Wireless to Blue Skies. During the litigation of CJ-2021-5327 described above, SurgePays learned information that showed Mike Fina breached his duties owed to True Wireless during his employment and consulting work for True Wireless prior to SurgePays’ sale of True Wireless to Blue Skies. SurgePays alleges that Mike Fina conspired with the other defendants to damage True Wireless thereby harming the value of the company and causing its eventual sale at a greatly reduced price. SurgePays asserts claims for (i) breach of contract; (ii) breach of fiduciary duty; (iii) fraud; (iv) tortious interference; and (v) unjust enrichment. At this stage, no defendant has asserted a counterclaim against SurgePays. SurgePays filed a Second Amended Petition on January 27, 2023. Defendants Fina, Blue Skies, True Wireless, and Government Consulting Solutions filed a Motion to Dismiss on March 10, 2023. On June 29, 2023, the Court granted the Motion to Dismiss, ruling the claims asserted are “derivative” and could only be asserted by the True Wireless entity now owed by Blue Skies. The Court rejected SurgePays’ request to certify this ruling for immediate appeal. Defendant Misty Garrett filed a Motion for Summary Judgment seeking the same relief as the Motion to Dismiss, which was granted by the Court. It is SurgePays’ intent to evaluate an additional options in the Court’s dismissal of Fina, Blue Skies, True Wireless, Government Consulting Solutions, and Misty Garrett. At this stage, no attempts at settlement have been made. All claims against all parties have been adjudicated by the Court. SurgePays filed a Motion for New Trial, which was denied by the Court on February 20, 2025. SurgePays’ has filed an appeal of the Court’s dismissal of Fina, Blue Skies, True Wireless, Government Consulting Solutions, and summary judgment for Misty Garrett. With regard to the appeal against Misty Garrett and Misty Garrett’s claims against SurgePays, Misty Garrett and SurgePays have entered into a Settlement Agreement and Release dated as of October 16, 2025 in which the parties have agreed to dismiss all matters in the courts and release each other from liability, with an agreement to file such dismissal documents at the in the respective courts. |
| 3. | Ellenoff Grossman and Schole LLP, Plaintiff v Surgepays, Inc., Defendant, Case No 651282/2026, Supreme Court of the State of New York County of New York, filed March 3, 2026. Plaintiff filed suit in this collection action seeking $234,151.18 for services rendered, plus fees and costs. On April 07, 2026, Plaintiff and Defendant entered into a Settlement Agreement for eight monthly payments of $29,268.90 to satisfy the claim. Upon receipt of the final payment in November 2026, Plaintiff will file a stipulation of Discontinuance of Action with the New York State Supreme Court. |
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Securities Outstanding; Votes Required
As of the close of business on the Record Date there were [25,121,895] shares of Common Stock outstanding. Stockholders are entitled to one vote for each share of Common Stock owned.
In the election of directors, each nominee will be elected if such nominee receives more “For” votes cast at the Annual Meeting by the holders entitled to vote thereon than “Withhold” votes. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a majority. Shares present at the Annual Meeting that are not voted for a particular nominee or shares present by proxy where the stockholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a majority. Broker non-votes will have no effect on the election of directors.
The affirmative vote of the holders of a majority of the Common Stock represented and entitled to vote at the Annual Meeting is required to ratify the Auditor as our independent registered public accounting firm for the year ending December 31, 2026, and to approve the Company’s executive compensation. Broker non-votes will have no effect on the approval the Company’s executive compensation, however brokers may use their discretion to vote shares held by them of record for these proposals if they have not been provided with voting instructions from the beneficial owner of the shares of Common Stock.
Other Business
Our Board knows of no other matter to be presented at the Annual Meeting. If any additional matter should properly come before the Annual Meeting, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters.
Deadline for Submission of Stockholder Proposals and Director Nominations for 2027 Annual Meeting of Stockholders
The Board has not yet determined the date on which the next annual meeting of stockholders will be held. Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2027 Annual Meeting of Stockholders must comply with the requirements set forth in the Amended and Restated Bylaws and comply with the requirement of Rule 14a-8 of the Exchange Act. For a stockholder’s proposal to be considered for the annual meeting, a stockholder must have given timely notice any proposal in writing to the Secretary of the Company. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than one hundred twenty (120) days before the date of the company’s proxy statement released to shareholders in connection with the previous year’s annual meeting; provided, however, that in the event the date of the annual meeting has been changed by more than thirty (30) days, notice by the stockholder to be timely must be so received a reasonable time before the company begins to print and send its proxy materials.
SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases notwithstanding the stockholder’s compliance with this deadline. Proposals not submitted in accordance with such requirements will be deemed untimely or otherwise deficient. The Chairman of the meeting shall have the power to determine and declare to the meeting whether a proposal of business was made in accordance with the procedures prescribed by these Amended and Restated Bylaws, and if the Chairman should so determine that such proposal of business was not made in compliance with these Amended and Restated Bylaws, declare to the meeting that no action shall be taken on such proposal and such defective proposal shall be disregarded.
Stockholder Communications
Stockholders wishing to communicate with the Board may direct such communications to the Board c/o the Company, Attn: Corporate Secretary. A summary of all stockholder communications will be presented to the Board at subsequent Board meetings. The directors will have the opportunity to review the actual communications at their discretion.
Additional Information
Accompanying this Proxy Statement is a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Such Report includes the Company’s audited financial statements for the 2025 fiscal year and certain other financial information.
In addition, we are subject to certain informational requirements of the Exchange Act and in accordance therewith file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information are available on the SEC’s website at www.sec.gov. Stockholders who have questions in regard to any aspect of the matters discussed in this Proxy Statement should contact the Corporate Secretary, at 3124 Brother Blvd, Suite 410, Bartlett, TN 38133.
Householding
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.
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