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Stockholders’ Deficit | 12 Months Ended
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Dec. 31, 2025
Equity [Abstract] |
Stockholders’ Deficit | Note 9 – Stockholders’ Deficit At December 31, 2025, the Company had three (3) classes of stock: Common Stock
| - | 500,000,000 shares authorized
| - | Par value - $0.001
| - | Voting at 1 vote per share
Series A, Convertible Preferred Stock
| - | 13,000,000 shares authorized
| - | None issued and outstanding
| - | Par value - $0.001
| - | Voting at 10 votes per share
| - | Ranks senior to any other class of preferred stock
| - | Dividends - none
| - | Liquidation preference – none
| - | Rights of redemption - none
| - | Conversion into 1/10 of a share of common stock for each share held
Series C, Convertible Preferred Stock
| - | 1,000,000 shares authorized
| - | None issued and outstanding
| - | Par value - $0.001
| - | Voting at 250 votes per share
| - | Ranks junior to any other class of preferred stock
| - | Dividends – equal to the per share amount (as converted basis) as the common stockholders should the Board of Directors declare a dividend
| - | Liquidation preference – original issue price plus any declared yet unpaid accrued dividends
| - | Rights of redemption - none
| - | Conversion into 250 shares of common stock for each share held
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Securities and Incentive Plan In March 2023, the Company’s shareholders approved the 2022 Plan (the “Plan”) initially approved, authorized and adopted by the Board of Directors in August 2022. The Plan initially provided for the following:
| 1. | 3,500,000 shares of common stock
| 2. | An annual increase on the first day of each calendar year beginning January 1, 2023 and ending on January 31, 2031 equal to the lesser of:
| a. | 10% of the common stock outstanding on the final day of the immediately preceding calendar year, or
| b. | Such smaller amount of common stock as determined by the Board of Directors.
| 3. | The shares may be issued as follows to directors, officers, employees, and consultants:
| a. | Distribution equivalent rights
| b. | Incentive share options
| c. | Non-qualified share options
| d. | Performance unit awards
| e. | Restricted share awards
| f. | Restricted share unit awards
| g. | Share appreciation rights
| h. | Tandem share appreciation rights
| i. | Unrestricted share awards
See the proxy statement filed with the SEC on January 19, 2023 for a complete detail of the Plan. Effective January 1, 2024, in accordance with the Plan, we increased the available amount of shares by 10% of the common stock outstanding on December 31, 2023, approximating an additional 1,400,000 shares of common stock. After this increase, total shares authorized and available to be issued under the Plan approximated 4,900,000 shares. Effective January 1, 2025, in accordance with the Plan, we increased the available amount of shares by 10% of the common stock outstanding on December 31, 2024, approximating an additional 2,007,000 shares of common stock. After this increase, total shares authorized and available to be issued under the Plan approximated 6,907,000 shares. Of the total shares authorized and available, the Company has reserved shares for its officers, directors and employees for non-vested shares that are expected to vest in accordance with the terms of the related employment agreements and stock options that may be converted into common stock. At December 31, 2025, the Company had sufficient authorized shares to settle any possible awards that vested or stock options eligible for conversion.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Equity Transactions for the Year Ended December 31, 2025 Stock Issued for Cash – At the Market Offering (“ATM”) In August 2025, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”), pursuant to which the Company may, from time to time, offer and sell shares of its common stock, $0.001 par value per share, to or through Titan, acting as sales agent and/or principal, in transactions deemed to be “at-the-market offerings” under Rule 415(a)(4) of the Securities Act of 1933, as amended. Under the Prospectus Supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $15,000,000, which is within the Company’s current “baby shelf” limitations under General Instruction I.B.6. of Form S-3. The Company will pay Titan a commission of 3.0% of the gross proceeds from each sale. The Company intends to utilize the ATM Agreement, when appropriate, to fund working capital needs on an ongoing basis. The Company issued 697,691 shares of common stock for gross proceeds of $1,774,636 ($2.12 - $2.98/share). In connection with the capital raise, the Company paid cash as direct offering costs (including professional fees) totaling $123,197, resulting in net proceeds of $1,651,439. Stock Issued for Services The Company issued 324,000 shares of common stock for services rendered, having a fair value of $641,430 ($1.70 - $2.87/share), based upon the quoted closing trading price. Stock Issued to Settle Accounts Payable The Company issued 22,807 shares of common stock to settle outstanding vendor payables, having a fair value of $65,456 ($2.87/share), based upon the quoted closing trading price. Debt Discount – Common Stock In connection with the issuance of various convertible notes payable, the Company issued 103,000 shares of common stock, having a fair value of $271,880 ($1.90 - $2.86/share), based upon the quoted closing trading price on each respective grant date. This amount has been recorded as a debt discount. See Note 6 for discussion of the various common stock issuances related to convertible note offerings.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Debt Discount – Warrants In connection with the issuance of various convertible notes payable and a note payable, the Company issued warrants to purchase shares of common stock, having an aggregate fair value of $1,133,345, comprised of $1,084,927 related to convertible notes payable and $48,418 related to the note payable. The fair value of each warrant was determined using the Black-Scholes pricing model on each respective grant date. These amounts have been recorded as a debt discount. See Note 6 for discussion of the assumptions and inputs used in these fair value calculations. Treasury Stock The Company repurchased 333,333 shares of its common stock from a convertible note payable holder for $999,999 ($3/share). In connection with the transaction, the principal balance of the related convertible note was increased by $999,999. See Note 6. Recognition and Vesting of Share Based Compensation See Note 9 for discussion related to various arrangements. Restricted Stock Awards – Employees On December 16, 2025, the Company granted 54,331 restricted stock awards (“RSAs”) of its common stock to various employees pursuant to the Company’s 2022 Omnibus Securities and Incentive Plan. The RSAs vest in full on the third anniversary of the grant date and have a total grant-date fair value of $93,449 ($1.72 per share), based upon the quoted closing stock price on the grant date. Compensation expense of $93,449 will be recognized on a straight-line basis over the 36-month requisite service period. Equity Transactions for the Years Ended December 31, 2024 Stock Issued for Cash - Capital Raise The Company issued 3,080,356 shares of common stock for gross proceeds of $17,249,994 ($5.60/share). In connection with the capital raise, the Company paid cash as direct offering costs totaling $1,395,000, resulting in net proceeds of $15,854,994. This offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-273110) previously filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2023, as amended, and declared effective by the SEC on November 3, 2023. A preliminary and final prospectus supplement were filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the “Securities Act”) on January 17, 2024 and January 19, 2024, respectively. The Offering closed on January 22, 2024.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Exercise of Warrants - Cash During 2024, the Company issued 1,860,308 shares of common stock in connection with the exercise of 1,860,308 warrants for $8,799,257 ($4.73/share). See warrant table below. Exercise of Warrants - Cashless During 2024, the Company issued 40,238 shares of common stock in connection with the cashless exercise of warrants ($0.001/share). The transaction had a net effect of $0 on stockholders’ equity. See warrant table below. Stock Issued for Services The Company issued 47,386 shares of common stock for services rendered, having a fair value of $411,740 ($3.85 - $7.34/share), based upon the quoted closing trading price. See separate discussion below for the issuance and related vesting of common stock granted to the Company’s officers and directors. Treasury Stock Effective July 2024, the Company implemented a share repurchase program. Under the terms of this program, the Company undertook the following:
| ● | Maximum dollar amount authorized for repurchase is $5,000,000,
| ● | The Company will not repurchase more than 20,000 shares per day,
| ● | The Company will not repurchase any shares greater than $5/share,
| ● | Share repurchases will only be made to the extent it does not prevent the Company from paying its debts; and
| ● | The shares may either be returned to the treasury and authorized for reissuance or cancelled and retired.
The Company reacquired 362,620 shares of treasury stock for $631,967, at an average price of $1.74/share. Effective October 2024, the Company ceased its share repurchase program.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Shares – Related Parties (Officer and Directors) – and related Vesting Chief Executive Officer In 2024, the Company granted 500,000 shares of restricted common stock to its Chief Executive Officer (CEO), having a fair value of $3,800,000 ($7.60/share), based upon the quoted closing trading price on the grant date. The shares vested ratably over the period July 2024 through December 2024. All shares vested in accordance with the terms of the agreement. See Note 8 for additional information regarding the CEO employment agreement and future RSA grants. Chief Financial Officer In November 2023, the Company granted 600,000 shares of restricted common stock to its Chief Financial Officer (CFO), having a fair value of $3,114,000 ($5.19/share), based upon the quoted closing trading price on the grant date. The award was structured in two tranches, with 400,000 shares vesting ratably over the period July 2024 through December 2024 and 200,000 shares vesting on December 31, 2025. All shares vested in accordance with their original vesting schedules. See Note 8 for additional information regarding the CFO employment agreement. Board of Directors 2025 Grant In May 2025, the Company granted an aggregate of 150,000 shares of common stock to various members of its Board of Directors, having a fair value of $474,000 ($3.16/share), based upon the quoted closing trading price on the grant date. The shares vest upon the earliest of the following:
| ● | The board member no longer serves in that capacity for any reason, except for cause;
| ● | Occurrence of a change in control; and
| ● | August 2028.
Effective December 31, 2025, a board member resigned their position. In accordance with the terms of their agreement, all unvested shares vested immediately upon resignation. As a result, 88,880 shares of common stock vested on December 31, 2025.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
2024 Grant In 2024, the Company granted an aggregate of 44,640 shares of common stock to various members of its Board of Directors, having a fair value of $149,990 ($3.36/share), based upon the quoted closing trading price on the grant date. The shares vest upon the earliest of the following:
| ● | The board member no longer serves in that capacity for any reason, except for cause;
| ● | Occurrence of a change in control; and
| ● | The fourth anniversary of the effective date.
Director of Human Resources and Legal Services In 2024, the Company granted 100,000 shares of common stock to its Director of Human Resources and Legal Services, having a fair value of $672,000 ($6.72/share), based upon the quoted closing trading price on the grant date. The shares vested ratably over the period July 2024 through December 2024. All shares vested in accordance with the terms of the agreement. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense recognized for all officer and director arrangements for the years ended December 31, 2025 and 2024: Schedule of Stock Based Compensation Expense Recognized for Officer and Director Arrangements
|  | December 31, 2025 |  |  | December 31, 2024 |
Chief Executive Officer |  | $ | - |  |  | $ | 3,800,000 |
Chief Financial Officer |  |  | 479,077 |  |  |  | 2,148,681 |
Board of Directors |  |  | 460,913 |  |  |  | 132,025 |
Director of HR and Legal Services |  |  | - |  |  |  | 672,000 |
Total |  | $ | 939,990 |  |  | $ | 6,752,706 |
Stock based compensation expense |  | $ | 939,990 |  |  | $ | 6,752,706 |
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
The following is a summary of the Company’s non-vested shares at December 31, 2025 and 2024. Schedule of Non-vested Shares Related Parties
|  |  |  |  | Weighted Average |
Non-Vested Shares |  | Number of Shares |  |  | Grant Date Fair Value |
Balance - December 31, 2023 |  |  | 695,000 |  |  | $ | 5.24 |
Granted |  |  | 644,640 |  |  |  | 7.60 |
Vested |  |  | (1,000,000 | ) |  |  | 6.55 |
Cancelled/Forfeited |  |  | - |  |  |  | - |
Balance - December 31, 2024 |  | $ | 339,640 |  |  |  | 5.03 |
Granted |  |  | 150,000 |  |  |  | 3.16 |
Vested |  |  | (288,880 | ) |  |  | 4.77 |
Cancelled/Forfeited |  |  | - |  |  |  | - |
Balance - December 31, 2025 |  |  | 200,760 |  |  | $ | 4.00 |
Unrecognized Compensation |  | $ | 507,262 |  |  |  |  |
Weighted average period (years) |  |  | 2.57 |  |  |  |  |
The following is a detail of the common stock granted, which is subject to the vesting provisions noted above at December 31, 2025 and 2024, respectively. Schedule of Stock Granted
|  | CEO |  |  | CFO |  |  | Directors |  |  | Director of Human Resources/Legal |  |  | Total |
Balance - December 31, 2023 |  |  | - |  |  |  | 600,000 |  |  |  | 95,000 |  |  |  | - |  |  |  | 695,000 |
Granted |  |  | 500,000 |  |  |  | - |  |  |  | 44,640 |  |  |  | 100,000 |  |  |  | 644,640 |
Vested |  |  | (500,000 | ) |  |  | (400,000 | ) |  |  | - |  |  |  | (100,000 | ) |  |  | (1,000,000 | )
Cancelled/Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance - December 31, 2024 |  |  | - |  |  |  | 200,000 |  |  |  | 139,640 |  |  |  | - |  |  |  | 339,640 |
Granted |  |  | - |  |  |  | - |  |  |  | 150,000 |  |  |  | - |  |  |  | 150,000 |
Vested |  |  | - |  |  |  | (200,000 | ) |  |  | (88,880 | )* |  |  | - |  |  |  | (288,880 | )
Cancelled/Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance - December 31, 2025 |  |  | - |  |  |  | - |  |  |  | 200,760 |  |  |  | - |  |  |  | 200,760 |
Unrecognized Compensation |  | $ | - |  |  | $ | - |  |  | $ | 507,262 |  |  | $ | - |  |  | $ | 507,262 |
Weighted average period (years) |  |  | - |  |  |  | - |  |  |  | 2.57 |  |  |  | - |  |  |  | 2.57 |
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Stock Options Stock option transactions for the years ended December 31, 2025 and 2024 are summarized as follows: Schedule of Stock Option Transactions
|  |  |  |  |  |  |  | Weighted |  |  |  |  |  |  |
|  |  |  |  |  |  |  | Average |  |  |  |  |  | Weighted |
|  |  |  |  | Weighted |  |  | Remaining |  |  |  |  |  | Average |
|  |  |  |  | Average |  |  | Contractual |  |  | Aggregate |  |  | Grant |
Stock Options |  | Number of Options |  |  | Exercise Price |  |  | Term (Years) |  |  | Intrinsic Value |  |  | Date Fair Value |
Outstanding - December 31, 2023 |  |  | 121,276 |  |  | $ | 7.79 |  |  |  | 6.47 |  |  | $ | - |  |  |  |  |
Vested and Exercisable - December 31, 2023 |  |  | 116,174 |  |  | $ | 7.43 |  |  |  | 6.61 |  |  | $ | - |  |  |  |  |
Unvested and non-exercisable - December 31, 2023 |  |  | 5,101 |  |  | $ | 16.00 |  |  |  | 3.16 |  |  | $ | - |  |  |  |  |
Granted |  |  | 1,054,603 |  |  | $ | 1.78 |  |  |  |  |  |  |  |  |  |  | $ | 1.52 |
Exercised |  |  | - |  |  | $ | - |  |  |  |  |  |  |  |  |  |  |  |  |
Cancelled/Forfeited |  |  | (9,798 | ) |  | $ | 6.45 |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding - December 31, 2024 |  |  | 1,166,081 |  |  | $ | 2.37 |  |  |  | 6.85 |  |  | $ | - |  |  |  |  |
Vested and Exercisable - December 31, 2024 |  |  | 1,166,081 |  |  | $ | 2.37 |  |  |  | 6.85 |  |  | $ | - |  |  |  |  |
Unvested and non-exercisable - December 31, 2023 |  |  | - |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |
Granted |  |  | 1,144,116 |  |  | $ | 1.75 |  |  |  |  |  |  |  |  |  |  | $ | 1.49 |
Exercised |  |  | - |  |  | $ | - |  |  |  |  |  |  |  |  |  |  |  |  |
Cancelled/Forfeited |  |  | (17,253 | ) |  | $ | 1.78 |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding - December 31, 2025 |  |  | 2,292,944 |  |  | $ | 2.06 |  |  |  | 6.43 |  |  | $ | - |  |  |  |  |
Vested and Exercisable - December 31, 2025 |  |  | 2,292,944 |  |  | $ | 2.06 |  |  |  | 6.43 |  |  | $ | - |  |  |  |  |
Unvested and non-exercisable - December 31, 2023 |  |  | - |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |
Year Ended December 31, 2025 Stock Options – Chief Executive Officer, Chief Financial Officer and Employees The Company granted an aggregate of 1,144,116 fully vested, 7 seven-year stock options for services rendered, allocated as follows: 227,336 to its Chief Executive Officer (CEO), 143,979 to its Chief Financial Officer (CFO), and 772,801 to various employees. The aggregate grant-date fair value was $1,701,735, of which $552,286 related to the officers and $1,149,449 related to employees. All options have an exercise price of $1.75 per share.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
The fair value of these stock options was determined using the Black-Scholes option pricing model with the following inputs: Schedule of Fair Value of Stock Options
Expected term |  |  | 7 years |
Expected volatility |  |  | 103 | %
Expected dividends |  |  | 0 | %
Risk free interest rate |  |  | 3.88 | %
Stock Options – Employee Terminations 17,253 stock options were cancelled in connection with employee terminations. Years Ended December 31, 2024 Stock Options - Related Party – Chief Financial Officer During the year ended December 31, 2024, the remaining 5,101 stock options from a prior grant to the CFO vested, with related stock-based compensation expense of $6,196. Stock Options – Chief Executive Officer, Chief Financial Officer and Employees During the year ended December 31, 2024, the Company granted an aggregate of 1,054,603 fully vested, 7 seven-year stock options for services rendered, allocated as follows: 248,424 to its CEO, 157,335 to its CFO, and 648,844 to various employees. The aggregate grant-date fair value was $1,602,997, of which $616,754 related to the officers and $986,243 related to employees. All options have an exercise price of $1.78 per share. The fair value of these stock options was determined using a Black-Scholes option pricing model with the following inputs:
Expected term |  |  | 7 years |
Expected volatility |  |  | 104 | %
Expected dividends |  |  | 0 | %
Risk free interest rate |  |  | 4.48 | %
Stock-based compensation expense related to stock options for the years ended December 31, 2025 and 2024 was as follows: Schedule of Stock Based Compensation Expense
Years Ended December 31, |
2025 |  |  | 2024 |
$ | 1,701,735 |  |  | $ | 1,609,193 |
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Warrants Warrant activity for the years ended December 31, 2025 and 2024 are summarized as follows: Schedule of Warrants Activity
|  |  |  |  |  |  |  | Weighted |  |  |  |
|  |  |  |  |  |  |  | Average |  |  |  |
|  |  |  |  | Weighted |  |  | Remaining |  |  | Aggregate |
|  | Number of |  |  | Average |  |  | Contractual |  |  | Intrinsic |
Warrants |  | Warrants |  |  | Exercise Price |  |  | Term (Years) |  |  | Value |
Outstanding - December 31, 2023 |  |  | 5,574,253 |  |  | $ | 4.81 |  |  |  | 0.86 |  |  | $ | 9,348,348 |
Vested and Exercisable - December 31, 2023 |  |  | 5,574,253 |  |  | $ | 4.81 |  |  |  | 0.86 |  |  | $ | 9,348,348 |
Unvested - December 31, 2023 |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | - |
Granted |  |  | - |  |  | $ | - |  |  |  |  |  |  |  |  |
Exercised |  |  | (1,953,308 | ) |  | $ | 4.73 |  |  |  |  |  |  |  |  |
Cancelled/Forfeited |  |  | (3,524,945 | ) |  | $ | 4.86 |  |  |  |  |  |  |  |  |
Outstanding - December 31, 2024 |  |  | 96,000 |  |  | $ | 4.73 |  |  |  | 0.37 |  |  | $ | - |
Vested and Exercisable - December 31, 2024 |  |  | 96,000 |  |  | $ | 4.73 |  |  |  | 0.37 |  |  | $ | - |
Unvested and non-exercisable - December 31, 2024 |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | - |
Granted |  |  | 730,000 |  |  | $ | 5.86 |  |  |  |  |  |  |  |  |
Exercised |  |  | - |  |  | $ | - |  |  |  |  |  |  |  |  |
Cancelled/Forfeited |  |  | (96,000 | ) |  | $ | 4.73 |  |  |  |  |  |  |  |  |
Outstanding - December 31, 2025 |  |  | 730,000 |  |  | $ | 5.86 |  |  |  | 4.30 |  |  | $ | - |
Vested and Exercisable - December 31, 2025 |  |  | 730,000 |  |  | $ | 5.86 |  |  |  | 4.30 |  |  | $ | - |
Unvested and non-exercisable - December 31, 2025 |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | - |
See Note 6 regarding debt issued with an aggregate 730,000 warrants.

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