8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENT REPORT

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

Dateof Report (Date of earliest event reported): March 30, 2020

SURGEHOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

3124Brother Blvd, Suite 104

BartlettTN 38133

(Addressof principal executive offices, including zip code)

(800)760-9689

(Registrant’stelephone number, including area code)

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

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

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

Emerging growth company [  ]

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

Resignation of Chief Financial Officer

On March 30, 2020, Mr. Brian Speck informed the Board of Directors (the “Board”) of the Company that he was resigning from his position as Chief Financial Officer, effective May 1, 2020 (the “CFO Resignation”). Mr. Speck did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Speck will continue to serve as a consultant to the Company.

Appointment of Chief Financial Officer

On March 30, 2020, in connection with the CFO Resignation, the Board appointed Mr. Anthony Evers as the Company’s Chief Financial Officer, effective May 1, 2020 (“CFO Appointment”).

Anthony Evers, age 56. Mr. Evers has served as Chief Financial Officer and Chief Information Officer for a variety of organizations, including non-profit, private-equity backed, and publicly traded companies. From October 2019 to March 2020, he served as Chief Financial Officer for Vista Health System. Between June 2019 and October 2019, Mr. Evers served as CFO of Santa Cruz Valley Regional Hospital. Between 2015 and 2019, Mr. Evers served as CFO and CIO of KSB Hospital. Prior to that, he served as CFO of various organizations, including Norwegian American Hospital and Horizon Homecare and Hospice. During his career, Mr. Evers has been the financial lead in over 20 merger and divesture transactions ranging from a single physician practice to multi-entity nursing homes. Throughout his career, Mr. Evers has served on numerous boards of directors, including Wheaton Franciscan Healthcare, Covenant Healthcare, All Saints Health System, Rogers Hospital, and the Animal Shelter in Beaver Dam WI. He has also served as a member of the Dixon Illinois Chamber of Commerce. Mr. Evers has also served as the audit and finance committee chair at several of these organizations. Mr. Evers obtained his Bachelors of Business Administration in Finance and Masters of Science in Accounting from University of Wisconsin-Whitewater. Mr. Evers also successfully obtained his Certified Public Accountant and Certified Internal Auditor credentials.

There is no arrangement or understanding between Mr. Evers and any other persons pursuant to which Mr. Evers was selected as an officer. There are no family relationships between Mr. Evers and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the Securities Act (“Regulation S-K”).

Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Evers had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

On March 1, 2020, in connection with the CFO Appointment, the Company and Mr. Evers entered into an employment agreement (the “Evers Employment Agreement”), whereby as compensation for his services, the Company shall pay Mr. Evers a salary of $270,000.00 per year. Pursuant to the terms of the Evers Employment Agreement, the Company will pay the full cost of Mr. Evers’ health insurance premiums. In the event Mr Evers’ employment with the Company shall terminate, Mr. Evers shall be entitled to a severance payment of a full year of salary and benefits.

Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Evers Employment Agreement, and such descriptions are qualified in their entirety by reference to the full text of the Evers Employment Agreement, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ending March 31, 2020.

On March 30, 2020, the Company issued a press release announcing the pricing of the CFO Appointment. A copy of the press release is attached as Exhibit 99.1 hereto.

(d)Exhibits.

SIGNATURE

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

Exhibit99.1

SurgeHoldings Announces Appointment of Senior Finance Executive Anthony Evers as Chief Financial Officer

Memphis, TN, March 30, 2020 (GLOBE NEWSWIRE) — Surge Holdings, Inc. (“Surge”) (OTCQB: SURG), developer of the SurgePays™ Marketplace Network for convenience stores, bodegas and community markets that provide products to the underbanked, today announced the appointment of Anthony Evers as Chief Financial Officer. Mr. Evers replaces Brian Speck, who will continue to serve as a consultant to the Company.

Mr. Evers has served as Chief Financial Officer and Chief Information Officer for a variety of organizations, including non-profit, private-equity backed, and publicly traded companies ranging from $100 million to over $1.3 billion in annual revenue. Most recently, he served as Chief Financial Officer for Vista Health System. He has also served as CFO for organizations including Santa Cruz Valley Regional Hospital, KSB Hospital, Norwegian American Hospital, and Horizon Homecare and Hospice. During his career, Mr. Evers has been the financial lead in over 20 merger and divesture transactions ranging from single physician practice to multi-entity nursing homes. Among his accomplishments was the transformation of a hospital from possible closure to ranking in the top 20 among rural hospitals in the United States, as awarded by Modern Healthcare. Throughout his career, Mr. Evers has served on numerous boards of directors, including Wheaton Franciscan Healthcare, Covenant Healthcare, All Saints Health System, Rogers Hospital, and the Animal Shelter in Beaver Dam WI. He has also served as a member of the Dixon Illinois Chamber of Commerce. Mr. Evers has also served as the audit and finance committee chair at several of these organizations. Mr. Evers obtained his Bachelors of Business Administration in Finance and Masters of Science in Accounting from University of Wisconsin-Whitewater. Mr. Evers also successfully obtained his Certified Public Accountant and Certified Internal Auditor credentials.

Brian Cox, Chairman and CEO of Surge Holdings, commented, “I am extremely pleased to welcome Anthony to the senior management. He is a talented and seasoned financial executive with over 30 years of proven financial and consulting experience. He brings a wealth of expertise with particular strengths in areas such as financial strategy, budgetary oversight, mergers and acquisitions, and information systems management. This experience will be invaluable given our rapid growth and plans for the future. Mr. Evers is currently familiarizing himself with the ins and outs of each subsidiary and will assume the role of CFO effective May 1^st^. I would also like to thank Brian Speck for his important contributions, as we built and invested in our infrastructure to support our aggressive expansion plans. I look forward to Brian’s continued contributions as an advisor to the Company. Overall, I believe we are extremely well positioned with an exceptional management team and highly scalable infrastructure to support our anticipated growth in the coming years.”

AboutSurge Holdings, Inc:

Surge Holdings, Inc. operates the SurgePays™ Marketplace, a product sales channel that disrupts the traditional c-store supply chain model by providing independent and local retailers direct access to regional manufacturers from around the country. Surge leverages its wholly owned subsidiaries (value driven prepaid wireless and fintech products) to build relationships with convenience stores, bodegas, tiendas and community markets that serve the underbanked and unbanked - approximately 35% of the US population. Once a store is onboarded to the SurgePays™ Marketplace, and the trusted profit partnership is established, Surge upsells other consumable goods by connecting manufacturers directly to these retail stores. The SurgePays™ Marketplace provides manufacturers measurable cost savings by cutting out distributors and offers an efficient platform to access independent retailers to sell products nationwide with improved payment terms. For more information on Surge Holdings and its subsidiaries, please visit: https://surgeholdings.com.

ForwardLooking Statements

Thispress release contains information that constitutes forward-looking statements made pursuant to the safe harbor provisions ofthe Private Securities Litigation Reform Act of 1995. Forward-looking terminology such as “believes”, “expects”,“may”, “will”, “should”, “anticipates”, “plans”, or similar expressionsor the negative of these terms and similar expressions are intended to identify forward-looking statements. Any such forward-lookingstatements involve risk and uncertainties that could cause actual results to differ materially from any future results describedby the forward-looking statements. Risk factors that could contribute to such differences include those matters more fully disclosedin the Company’s reports filed with the U.S. Securities and Exchange Commission. The forward-looking information providedherein represents the Company’s estimates as of the date of the press release, and subsequent events and developments maycause the Company’s estimates to change. The Company specifically disclaims any obligation to update the forward-lookinginformation in the future. Therefore, this forward-looking information should not be relied upon as representing the Company’sestimates of its future financial performance as of any date subsequent to the date of this press release.

InvestorContact:

Crescendo Communications, LLC

Tel: 212-671-1020

Email: [email protected]