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): May 19, 2025

SURGEPAYS, INC.

(Exact name of Registrant as specified in its charter)

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:

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

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 4.01 Changes in Registrant’s Certifying Accountant.

On May 19, 2025, SurgePays, Inc. (“SurgePays”, “we”, the “Company”) was notified by Rodefer Moss & Co, PLLC (“Rodefer”) that Rodefer had resigned as the Company’s independent registered public accounting firm.

The audit report of Rodefer on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:

Rodefer’s report on the consolidated financial statements of the Company as of and for the years ended December 31, 2024 and 2023, contained a separate section relating to Critical Audit Matters regarding (a) the Sufficiency of audit evidence over revenue, and (b) the Goodwill impairment assessment.

During the Company’s fiscal years ended December 31, 2024 and 2023, and the subsequent period through May 19, 2025, there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Rodefer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Rodefer, would have caused Rodefer to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided Rodefer with a copy of the foregoing disclosures and has requested that Rodefer furnish the Company with a letter addressed to the Securities and Exchange Committee stating whether Rodefer agrees with the statements made by the Company set forth above. A copy of Rodefer’s letter, dated May 23, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On May 23, 2025, the Audit Committee of the Company’s Board of Directors engaged TAAD, LLP as the Company’s independent registered public accounting firm.

Item 9.01 Financial Statements and Exhibits

SIGNATURE

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.