SurgePays, Inc. filed a Form S-3 shelf registration statement with the SEC on November 3, 2026, seeking to register up to $100,000,000 in aggregate securities to replace its prior registration statement (File No. 333-273110).

Key Highlights

  • Shelf offering ceiling: The company may offer and sell up to $100,000,000 in aggregate across common stock, preferred stock, debt securities, warrants, rights, and units.
  • Replacement filing: This registration statement is filed to replace the prior Form S-3 (File No. 333-273110); effectiveness of this statement will be deemed to terminate that prior registration, according to the filing.
  • Public float: The aggregate market value of outstanding common stock held by non-affiliates is $9,270,401, based on 62,062,796 shares outstanding, of which 8,507,619 are held by affiliates, and a per-share price of $0.1731 based on the closing sale price on September 11, 2026.
  • Prior 12-month sales: As of the date of the prospectus, the company disclosed it had offered and sold 26,226,877 shares for aggregate gross proceeds of $10,374,900 under General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period.
  • Recent share price: The last reported sale price of common stock on the Nasdaq Capital Market was $0.1647 per share on October 30, 2026.
  • One-third cap applies: The company stated that, pursuant to General Instruction I.B.6 of Form S-3, it will not sell common stock in a public primary offering exceeding one-third of its public float in any 12-month period so long as its public float remains below $75,000,000.

SurgePays Shelf Registration: Structure, Securities, and Float Constraints

SurgePays, Inc. (NASDAQ:SURG), a Nevada-incorporated company headquartered at 3124 Brother Blvd, Suite 104, Bartlett, TN 38133, filed a Form S-3 shelf registration statement on November 3, 2026, covering up to $100,000,000 in securities. The filing is structured as a "shelf" registration, allowing the company to offer and sell securities from time to time in one or more offerings. The specific terms of each offering will be detailed in a prospectus supplement at the time of sale, according to the filing.

The securities eligible under this shelf include common stock, preferred stock, debt securities, warrants, rights, and units. The filing states that securities may be offered to or through underwriters, dealers, and agents, or directly to purchasers, or through a combination of methods. The filing also notes it replaces the prior registration statement under File No. 333-273110, and that effectiveness of the new statement will be deemed to terminate the prior one, in accordance with Rule 415(a)(6) under the Securities Act of 1933.

The company identified Kevin Brian Cox as Chief Executive Officer and Chelsea Pullano as Chief Financial Officer. The filing classifies SurgePays as a non-accelerated filer and a smaller reporting company. Because the company's public float of $9,270,401 is below $75,000,000, the one-third public float cap under General Instruction I.B.6 applies to primary offerings of common stock. The filing notes that during the prior 12 calendar month period, the company had already sold 26,226,877 shares for gross proceeds of $10,374,900 under that instruction.

What Was Disclosed

SurgePays filed a shelf registration statement to offer up to $100,000,000 in various securities, replacing its prior S-3 filing. Key disclosures include the company's public float, recent share price, prior 12-month share sales, and applicable public float offering cap.