{"url_path":"/sec/surg/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1392694/0001493152-26-024591-index.html","accession_number":"0001493152-26-024591","cik":"0001392694","ticker":"SURG","issuer_name":"SurgePays, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1392694/0001493152-26-024591-index.html","primary_entity_key":"0001392694","primary_entity_name":"SurgePays, Inc."},"word_count":164,"has_tables":true,"body_markdown":"**ITEM\n2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**\n\n** **\n\nDuring\nthe year ended December 31, 2025, the Company issued 31,525 shares of common stock with an aggregate grant-date fair value of $54,828\nto lenders as additional consideration in connection with the issuance of convertible notes payable.\n\n \n\nOn\nMarch 23, 2026, the Company issued 800,000 shares of common stock to its Chief Executive Officer at a fair value of $707,200 ($0.884\nper share) in partial settlement of a related party note payable. The Chief Executive Officer also forgave $292,800 of principal.\n\n \n\nShares were issued pursuant to the exemption from\nthe registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2)\nof the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited and had adequate access,\nthrough business or other relationships, to information about the Company, and the issuances did not involve a public offering of securities\nor any general solicitation."}