surgepays inc美股招股说明书(2026-01-20版)

Filed Pursuant to Rule 424(b)(5)Registration No. 333-273110 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are part of an effective registration statement filed with the Securities andExchange Commission under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the SUBJECT TO COMPLETION DATED JANUARY 20, 2026 (To the Prospectus dated November 3, 2023) Shares of Common StockPre-Funded Warrants to Purchase up toShares of Common Stock shares of our common stock, par value $0.001 per share, in this offering pursuant to this prospectussupplement and the accompanying prospectus. The public offering price for each share of common stock is $ . We are also offering exercise price of $0.001 per share, to those purchasers whose purchase of shares of common stock in this offering would otherwiseresult in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the electionof the holder, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering. The Our common stock is listed on the Nasdaq Capital Market under the symbol “SURG.” On January 16, 2026, the last reported sale priceof our common stock was $1.90 per share. There is no established public trading market for the Pre-funded Warrants, and we do notexpect a market to develop. We do not intend to apply to list the Pre-funded Warrants on The Nasdaq Capital Market or any other As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates was$31,344,122 based on 21,433,037 shares of outstanding common stock, of which 15,364,766 shares are held by non-affiliates and6,068,271 shares are held by affiliates, and a per share price of $2.04 per share, the closing price of our common stock on January 12,2026, which is the highest closing sale price of our common stock on NASDAQ within the prior 60 days. As of the date of thisprospectus supplement, we have offered and sold 699,593 shares of our common stock pursuant to General Instruction I.B.6 to FormS-3 during the 12 calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.6 of Form S-3, (1)We have agreed to issue the Representative (as defined below) warrants (the “Representative’s Warrants”) to purchase sharesof our common stock equal to 3.0% of the aggregate number of shares of common stock and Pre-funded Warrants initiallysold by us in this offering. We have also agreed to reimburse the underwriters for certain expenses. See “Underwriting” on (2)If the representative exercises the option in full, the total underwriting discounts will be $before expenses, will be $. We have granted the underwriters an option to purchase up to an additionalshares of common stock from us at the publicoffering price, less the underwriting discounts and commissions, within 45 days from the date of this prospectus supplement to cover Investing in our common stock involves a high degree of risk. See“Risk Factors”beginning on page S-5 of this prospectussupplement and on page 5 of the accompanying prospectus and under similar headings in other documents filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion ofinformation that should be considered in connection with an investment in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock and Pre-funded Warrants to the purchasers on or about January2026, subject to customary closing conditions. Sole Book Running Manager R.F. Lafferty & Co., Inc. The date of this prospectus supplement is January, 2026. TABLE OF CONTENTS Prospectus Supplement Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or theSEC, using a “shelf” registration process (Registration File No. 333-273110) and consists of two parts. The first part is the prospectussupplement, including the documents incorporated by reference, which describes the specific terms of this offering. The second part,the accompanying prospectus, including the documents incorporated by reference, provides more general information. Before youinvest, you should carefully read this prospectus supplement, the accompanying prospectus, all information incorporated by referenceherein and therein, as well as the additional information described under “Where You Can Find More Information” of this prospectussupplement. These