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): May 20, 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)

(901)302-9587

(Registrant’stelephone number, including area code)

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

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. [  ]

On May 20, 2020, Surge Holdings, Inc., a Nevada corporation, issued a press release announcing preliminary unaudited revenues for the three months ended March 31, 2020. The press release is furnished with this Form 8-K as Exhibit 99.1.

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 Reports 307% Increase in Sales to $15.8 Million for the First Quarter of 2020

Surpasses $60 million annualized revenue run rate

Memphis, TN, May 20, 2020 (GLOBE NEWSWIRE) — Surge Holdings, Inc. (OTCQB: SURG), a holding company with diverse business operations in FinTech, Telecommunications and Media, today reported preliminary sales results for the first quarter ended March 31, 2020. Revenue for the first quarter of 2020 increased 307% to $15.8 million, versus $3.9 million for the same period last year.

Brian Cox, Chairman and CEO of Surge Holdings, commented, “I am pleased to report we have surpassed a $60 million annualized revenue run rate, reflecting a 307% increase in sales versus the same period last year. These achievements are a direct result of our 2019 investment into infrastructure, software development, new product creation and development, along with the addition of ECS, which we acquired in 2019. Our subsidiary business models and clients remain intact and open in the COVID-19 environment as essential services. While the first quarter of 2020 is moving in the right direction, I am even more excited about growing each subsidiary and watching our LocoRabbit pay-as-you-go wireless brand and other new products gain traction in the market. I look forward to reporting new developments as they unfold and wish everyone health and safety as we open America back up and prosper together.”

The preliminary financial results discussed in this press release are estimates prior to the completion of Surge Holdings’ quarter-end closing procedures and review procedures by its independent registered accounting firm. During the quarter-end closing procedures and review process, Surge Holdings may identify items that would require it to make adjustments to the preliminary financial results presented above.

AboutSurge Holdings, Inc.

Surge Holdings, Inc. and its subsidiaries engage in diverse business activities in FinTech and, Telecommunications with a focus on the underbanked and Media. For more information on Surge Holdings, it’s brands or 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]