8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Dateof Report (Date of earliest event reported): February 23, 2024

SURGEPAYS,

INC.

(Exact name of Registrant as specified in its charter)

3124Brother Blvd**, Suite104**

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 February 23, 2024, the Board determined Thursday, April 18, 2024, as the scheduled date of the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The time and meeting website information for the 2024 Annual Meeting will be set forth in the Company’s proxy statement for the 2024 Annual Meeting, which will be filed with the Securities and Exchange Commission (the “SEC”) prior to the 2024 Annual Meeting.

Because the date of the 2024 Annual Meeting is scheduled more than 30 days before the anniversary of the Company’s 2023 annual meeting of stockholders, the Company is providing in this Current Report on Form 8-K the due dates for submissions of qualified stockholder proposals and stockholder director nominations.

A stockholder proposal for inclusion in the Company’s proxy statement for the 2024 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received at the Company’s principal executive offices at 3124 Brother Blvd, Suite 104 Bartlett TN 38133, Attention: Corporate Secretary, no later than March 22, 2024.

A stockholder proposal or director nomination (including nominations pursuant to Rule 14a-19 under the Exchange Act) outside of Rule 14a-8 under the Exchange Act and pursuant to the Company’s Amended and Restated Bylaws (the “Bylaws”) must have been received by the Company by March 22, 2024.

Stockholder proposals and stockholder director nominations must comply with all applicable requirements set forth in the rules and regulations of the SEC, the Exchange Act, and the Bylaws.

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.