UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 6, 2022, SurgePays, Inc. (the “Company”) entered into and closed on a stock purchase agreement (the “Agreement”) with Torch Wireless (“Torch”) and the sellers named therein (the “Sellers”). Torch is now a wholly owned subsidiary of the Company. Torch is a provider of subsidized mobile broadband services to consumers qualifying under the federal guidelines of the U.S. Federal Communication Commission’s Affordable Connectivity Program (“ACP”). The ACP provides the Company up to a $100 reimbursement for the cost of each tablet device distributed and a $30 per customer, per month subsidy for mobile broadband (internet connectivity) services. With the purchase of Torch, the Company now has approval to offer subsidized mobile broadband in all fifty states.
The Company paid the Sellers total consideration of $800,000. In addition, the Company will pay the Sellers monthly residual payments for customers enrolled by the Company through December 31, 2022 of either $2 or $3 per customer (depending on the category of customer). While Torch has existing operations, it has not yet generated material revenues. This transaction does not involve the acquisition of a “significant amount of assets” as defined in the Instructions to Item 2.01 of Form 8-K.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement which is filed as exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On April 7, 2022, the Company issued a press release regarding the purchase of Torch. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | Stock Purchase Agreement, by and among, SurgePays, Inc., Torch Wireless, and the Parties Listed Therein, dated April 6, 2022 | |
99.1 | Press Release dated April 7, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 12, 2022 | By: | /s/ Kevin Brian Cox |
Name: | Kevin Brian Cox | |
Title: | Chief Executive Officer |