SurgePays Announces Closing of Upsized $19.8 Million Public Offering, Uplisting to Nasdaq and Reverse Stock Split
November 04 2021 - 2:28PM
SurgePays, Inc. (NASDAQ: SURG, SURGW) (“SurgePays”
or the “Company”), a blockchain fintech company building a next
generation supply chain network that offers wholesale goods and
financial services for the underbanked more cost efficiently than
traditional distribution models, today announced the closing of its
previously announced underwritten public offering of 4,600,000
units at a price to the public of $4.30 per unit. Each unit issued
in the offering consisted of one share of common stock and one
warrant to purchase one share of common stock at an exercise price
of $4.73 and an expiration date of three years from the date of
issuance. The common stock and warrants were immediately separable
and were issued separately. The common stock and warrants began
trading on the Nasdaq Capital Market on November 2, 2021, under the
symbols “SURG” and “SURGW,” respectively. SurgePays received gross
proceeds of $19.78 million, before deducting underwriting discounts
and commissions and other estimated offering expenses. In
connection with the offering, the Company effectuated its
previously announced reverse split of its issued and outstanding
common stock at a ratio of 1-for-50. The reverse stock split became
effective at 12:01 a.m., Eastern Time, on Tuesday, November 2,
2021. The share numbers and pricing information in this release are
adjusted to reflect the impact of the previously announced reverse
stock split. The new CUSIP number for the common stock following
the reverse split is 86882L204.
SurgePays has granted the underwriters a 45-day
option to purchase up to an additional 690,000 shares of common
stock and/or an additional 690,000 warrants at the public offering
price to cover over-allotments, if any.
Maxim Group LLC acted as sole book-running
manager for the offering.
The offering was conducted pursuant to the
Company’s registration statement on Form S-1 (File No. 333-233726),
as amended, previously filed with, and subsequently declared
effective by, the Securities and Exchange Commission (“SEC”) and a
related registration statement, filed on November 1, 2021 pursuant
to Rule 462(b) (File No. 333-260672) and which was automatically
effective upon filing. A final prospectus relating to the offering
was filed with the SEC and is available on the SEC’s website at
http://www.sec.gov. Electronic copies of the final prospectus
relating to this offering may be obtained from Maxim Group LLC, 300
Park Avenue, 16th Floor, New York, NY 10022, at (212)
895-3745.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About SurgePays, Inc.
SurgePays, Inc. utilizes its blockchain software
platform to offer a comprehensive suite of prepaid, financial
services for the underbanked, and top selling wholesale products to
independently owned convenience stores, mini-marts, tiendas, and
bodegas more cost efficiently than existing wholesale distribution
models. Please visit www.SurgePays.com for more
information.
Cautionary Note Regarding
Forward-Looking Statements
This press release includes express or implied
statements that are not historical facts and are considered
forward-looking within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act. Forward-looking
statements involve substantial risks and uncertainties.
Forward-looking statements generally relate to future events or our
future financial or operating performance and may contain
projections of our future results of operations or of our financial
information or state other forward-looking information. In some
cases, you can identify forward-looking statements by the following
words: “may,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “ongoing,” or the negative of
these terms or other comparable terminology, although not all
forward-looking statements contain these words. Although we believe
that the expectations reflected in these forward-looking statements
are reasonable, these statements relate to future events or our
future operational or financial performance and involve known and
unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by these forward-looking statements.
Furthermore, actual results may differ materially from those
described in the forward-looking statements and will be affected by
a variety of risks and factors that are beyond our control,
including, without limitation, statements about our future
financial performance, including our revenue, cash flows, costs of
revenue and operating expenses; our anticipated growth; our
predictions about our industry; the impact of the COVID-19 pandemic
on our business and our ability to attract, retain and cross-sell
to clients. The forward-looking statements contained in this
release are also subject to other risks and uncertainties,
including those more fully described in our filings with the
Securities and Exchange Commission (“SEC”), including in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2020.
The forward-looking statements in this press release speak only as
of the date on which the statements are made. We undertake no
obligation to update, and expressly disclaim the obligation to
update, any forward-looking statements made in this press release
to reflect events or circumstances after the date of this press
release or to reflect new information or the occurrence of
unanticipated events, except as required by law. Further
information on our risk factors is contained in our
registration statement on Form S-1 (File No. 333-233726) that we
have filed with the SEC and the final prospectus. Any
forward-looking statement made by us herein speaks only as of the
date on which it is made. Factors or events that could cause our
actual results to differ may emerge from time to time, and it is
not possible for us to predict all of them. We undertake no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future developments, or
otherwise, except as may be required by law.
Contact:
Company Contact:Tony Evers CPA, CIAChief
Financial Officer847-648-7541tevers@surgeholdings.com
Investor Relations Contact:CORE
IR516-222-2560invest@surgeholdings.com
Media Relations:Jules AbrahamCORE
IR917-885-7378julesa@coreir.com
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