SurgePays,  a wireless and point-of-sale technology company,  announced that it has entered into a $7 million senior secured convertible note (the "Note") agreement with a current institutional shareholder. The Note has a principal amount of $7 million and matures two years from the date of issuance. Beginning eight months after issuance, the note becomes convertible into shares of the Company's common stock at a fixed price of $4.00 per share, a premium to the closing share price on May 13, 2025. The aggregate purchase price for the Note consists of $6 million in cash plus the repurchase by the Company of 333,333 shares of the holder's existing equity position. Additionally, the Note includes a prepayment option by the Company, in whole or in part, at any time with 5 days advance notice at a 2% premium to the principal amount plus accrued interest.

"We appreciate the continued support from one of our largest shareholders. This investment deepens our partnership and affirms confidence in our vision, strategy, and financial outlook over the next 12 months. It also fortifies our balance sheet and gives us the flexibility to accelerate execution of our national growth strategy," said Brian Cox, Chairman and CEO of SurgePays.

The proceeds from the Note will be used to accelerate the nationwide launch of LinkUp Mobile and expand the MVNE wholesale business following the successful integration and official launch with AT&T on April 1, 2025. Management projects revenue to exceed $200 million over the next 12 months, starting on April 1, 2025, and to achieve positive cash flow from operations by the end of 2025. This guidance is based solely on the monetization of core MVNO and POS platforms already deployed.

Titan Partners Group, a division of American Capital Partners, acted as financial advisor to SurgePays for the financing.