Form 8-K - Current report

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

Date of Report (Date of earliest event reported): September 28, 2023

SURGEPAYS, INC.

(Exact name of Registrant as specified in its charter)

Nevada

001-40992

98-0550352

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3124 Brother Blvd, Suite 104

Bartlett, TN 38133

(Address of principal executive offices, including zip code)

901-302-9587

(Registrant’s telephone number, including area code)

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

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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

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

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

Emerging growth company ☐

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

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 28, 2023, SurgePays, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). The total shares of capital stock outstanding and entitled to vote as of the Annual Meeting’s record date, August 1, 2023, were 14,223,202 shares of the Company’s common stock. Approximately 70.99% of the Company’s shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.

The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the tables below. With respect to the election of Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg and Richard Schurfeld as directors to each serve a term on the Board of Directors of the Company (the “Board”) expiring at the 2024 annual meeting of stockholders and until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his or her name below.

	Number of Votes
	Total Votes For		Percent of Votes For			Votes Withheld		Percent of Votes Withheld			Broker Non-Votes
Election of Kevin Brian Cox		6,993,199		99.08	%		64,588		0.92	%		3,039,886
Election of David N. Keys		6,920,111		98.05	%		137,676		1.95	%		3,039,886
Election of David May		6,947,322		98.43	%		110,465		1.57	%		3,039,886
Election of Laurie Weisberg		6,957,141		98.57	%		100,646		1.43	%		3,039,886
Election of Richard Schurfeld		6,956,996		98.57	%		100,791		1.43	%		3,039,886

		Total Votes For				Percent of Votes Cast				Votes Against				Abstention/Withheld				Broker Non-Votes
Ratification of the selection of Rodefer Moss & Co., PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023			10,037,809				99.95	%			4,451				55,413				-

On the basis of the above votes: (i) Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg and Richard Schurfeld were elected as members of the Board; and (ii) the ratification of the selection of Rodefer Moss & Co., PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was adopted.

SIGNATURES

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

	SURGEPAYS, INC.

Date: October 4, 2023	By:	/s/ Anthony Evers
	Name:	Anthony Evers
	Title:	Chief Financial Officer

Cover	Sep. 28, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 28, 2023
Entity File Number	001-40992
Entity Registrant Name	SURGEPAYS, INC.
Entity Central Index Key	0001392694
Entity Tax Identification Number	98-0550352
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3124 Brother Blvd
Entity Address, Address Line Two	Suite 104
Entity Address, City or Town	Bartlett
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38133
City Area Code	901
Local Phone Number	302-9587
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	SURG
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	SURGW
Security Exchange Name	NASDAQ