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Organization and Nature of Operations | 12 Months Ended
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Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Organization and Nature of Operations SurgePays, Inc. (“SurgePays,” “we,” or the “Company”) is a telecommunications and financial technology company focused on delivering wireless connectivity and point-of-sale solutions to underserved and value-conscious communities across the United States. The Company’s mission is to enhance access to essential digital services where people live, shop, and work. We operate through three primary business segments: (1) our MVNO wireless brands, (2) our MVNE enablement platform (HERO), and (3) our point-of-sale (POS) and fintech services. These businesses are supported through subsidiaries including SurgePhone Wireless, LLC, SurgePays Fintech, Inc., ECS Prepaid, LLC, and Torch Wireless, LLC, among others. The Company and its subsidiaries are organized as follows: Schedule of Subsidiaries
Company Name (Active) |  | Incorporation Date |  | State of Incorporation |  | Segment
SurgePays, Inc. |  | August 18, 2006 |  | Nevada |  | Corporate Parent
Surge Blockchain, LLC |  | January 29, 2009 |  | Nevada |  | Other Corporate Overhead
ECS Prepaid, LLC |  | June 9, 2009 |  | Missouri |  | Point-of-Sale and Prepaid Services
Torch Wireless |  | January 29, 2019 |  | Wyoming |  | Mobile Virtual Network Operators
SurgePays Fintech, Inc. |  | August 22, 2019 |  | Nevada |  | Point-of-Sale and Prepaid Services
SurgePhone Wireless, LLC |  | August 29, 2019 |  | Nevada |  | Mobile Virtual Network Operators
All of the following entities have nominal operations.
Company Name (Inactive) |  | Incorporation Date |  | State of Incorporation |  |
Electronic Check Services, Inc. |  | May 19, 1999 |  | Missouri |  |
Central States Legal Services, Inc. |  | August 1, 2003 |  | Missouri |  |
KSIX, LLC |  | September 14, 2011 |  | Nevada |  |
DigitizeIQ, LLC |  | July 23, 2014 |  | Illinois |  |
KSIX Media, Inc. |  | November 5, 2014 |  | Nevada |  |
Surge Payments, LLC |  | December 17, 2018 |  | Nevada |  |
LogicsIQ, Inc. |  | October 2, 2018 |  | Nevada |  | Other Corporate Overhead
Injury Survey, LLC |  | July 28, 2020 |  | Nevada |  | Other Corporate Overhead
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
See discussion below regarding the discontinuation of the Company’s lead generation segment in 2024. Discontinued Operations – LogicsIQ Segment Management’s Decision Effective December 31, 2024, the Company’s management elected to abandon its lead generation segment operations as part of a strategic reassessment of its business lines. This decision followed a review by the Chief Operating Decision Maker (“CODM”, which is our Chief Executive Officer), who had been regularly evaluating the segment’s financial performance and determined that its continued operation was no longer aligned with the Company’s long-term strategic objectives. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company assessed whether the abandonment met the criteria for classification as a discontinued operation. ASU 2014-08 provides that a discontinued operation must represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The Company determined that this threshold was not met for the following reasons:
| ● | Revenue and Asset Impact: The lead generation segment contributed 0% of total consolidated revenue and less than 1% of total assets, making it an immaterial component of the Company’s overall business. The exit does not result in a significant change to revenue streams, total assets, or capital allocation.
| ● | Lack of Operational Significance: The segment was not integral to the Company’s primary business strategy and had been operating with minimal investment in technology, personnel, and infrastructure.
| ● | No Industry or Geographic Exit: The Company is not exiting a major product line, customer segment, or geographical region. All other segments remain unaffected by this decision, and the Company continues to operate in its primary markets with no material shift in business focus.
| ● | Strategic Realignment Rather Than Transformation: The abandonment reflects a refinement of operational priorities rather than a fundamental transformation of the Company’s core business model. The Company continues to focus on its core service offerings, which contribute the majority of revenue and drive long-term growth.
Based on these factors, the Company concluded that the abandonment does not constitute a strategic shift that has or will have a major effect on its financial results or operations. As a result, the segment will not be presented as a discontinued operation in the financial statements.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Segment Reporting (ASC 280) Considerations Under ASC 280, Segment Reporting, the lead generation segment was historically identified as a reportable segment, as the CODM regularly reviewed its financial performance separately from other segments. However, given its diminished financial impact and lack of long-term strategic significance, the Company has concluded that the segment no longer meets the quantitative or qualitative thresholds for separate segment reporting. Accordingly, financial data previously presented under the Lead Generation segment will be reclassified to “Other” in the segment disclosure included in Note 10 to the consolidated financial statements. In line with the amendments introduced by ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, (adopted January 1, 2024), the Company has evaluated the impact of this change on its segment disclosures. The key considerations are as follows:
| ● | Significant Expense Disclosures: The Company has identified that the lead generation segment did not have any significant expenses that were regularly provided to the CODM and included in the reported measure of segment profit or loss. Therefore, no additional disclosures are required under the new guidance.
| ● | Other Segment Items: As the lead generation segment is being reclassified to “Other,” for its segment disclosure, the Company will disclose the composition of this category, including the nature and type of activities aggregated therein, as required by the updated standard.
| ● | Interim Reporting: The Company will ensure that all annual disclosures about reportable segments’ profit or loss and assets, as mandated by ASC 280 and the amendments from ASU 2023-07, are also provided in interim periods going forward.
Accounting and Financial Statement Impact Since the lead generation segment was abandoned rather than sold, it does not qualify as held for sale. The Company does not expect to recognize any material exit costs, impairment losses, or restructuring charges related to this decision. Any remaining assets and liabilities associated with the segment will be derecognized as appropriate in accordance with applicable accounting standards.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Future Business Operations The lead generation segment did not have any workforce, customers, or existing contracts, and its abandonment will not result in any employee layoffs, customer transitions, or contract terminations. This decision reflects management’s focus on core business areas that offer higher growth potential and operational efficiency. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Going Concern, Liquidity and Management’s Plans As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2025, the Company had:
| ● | Net loss available to common stockholders of $36,068,870; and
| ● | Net cash used in operations of $21,293,152.
Additionally, at December 31, 2025, the Company had:
| ● | Accumulated deficit of $96,984,297;
| ● | Stockholders’ deficit of $15,402,819; and
| ● | Working capital deficit of $11,210,470.
The Company has unrestricted cash on hand of $1,731,400 at December 31, 2025. The Company has historically incurred significant losses and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment, the Company performed a comprehensive analysis of its current circumstances, including its financial position, cash flows and cash usage forecasts for the twelve months ending December 31, 2026, and its current capital structure including equity-based instruments and outstanding debt obligations. Effective February 7, 2024, the Affordable Connectivity Program (“ACP”) stopped accepting new applications and enrollments, and the program ceased funding on June 1, 2024. See discussion below regarding revenue recognition. The Company believes it does not have sufficient cash resources on hand to meet its current obligations for a period of more than one year from the issuance date of these financial statements.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
These conditions create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management has evaluated the significance of these conditions and has developed plans intended to mitigate the substantial doubt. The Company’s specific strategic and financing plans include the following:
| ● | Enhancing market visibility and customer acquisition for its direct Mobile Virtual Network Operator (“MVNO”) brand, LinkUp Mobile;
| ● | Diversifying Lifeline revenue streams by expanding operations into California and additional states;
| ● | Sustaining and growing its HERO Mobile Virtual Network Enabler (“MVNE”) enablement platform to increase baseline recurring revenue;
| ● | Pursuing specialized marketing strategies and customer engagement initiatives through the Clearline product offering (noting that the related goodwill was fully impaired at December 31, 2025 due to current-period operating results, while the underlying POS platform continues to be utilized); and
| ● | Accessing new capital through the $20,000,000 convertible secured note financing authorized by the Board of Directors on January 6, 2026 (see Note 12 - Subsequent Events).
The Company is also actively pursuing additional equity and debt financing alternatives and strategic partnerships. These plans are subject to successful execution and prevailing market conditions, and there can be no assurance that they will generate sufficient liquidity to alleviate the substantial doubt. See Note 12 for cash proceeds from the issuance of stock and warrants.

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