SurgePays Inc美股招股说明书(2026-01-22版)

(To the Prospectus dated November 3, 2023) 2,000,000 Shares of Common Stock We are offering 2,000,000 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 $1.25. Our common stock is listed on the Nasdaq Capital Market under the symbol “SURG.” On January 16, 2026, the last reported sale price 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, Public offering price (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 initially sold by us in this offering.We have also agreed to reimburse the underwriters for certain expenses. See “Underwriting” on page S-12 of this prospectus (2)If the representative exercises the option in full, the total underwriting discounts will be $201,250, and the total proceeds tous, before expenses, will be $2,673,750. We have granted the underwriters an option to purchase up to an additional 300,000 shares 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 datehereof and incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of 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 to the purchasers on or about January 22, 2026, subject to customaryclosing conditions. Sole Book Running Manager R.F. Lafferty & Co., Inc. The date of this prospectus supplement is January 20, 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 documents contain information you should consider when making your investment decision. This prospectussupplement may add, update or change information contained in the accompanying prospectus. To the extent there is a conflictbetween the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanyingprospectus and in any free writing prospectuses we may provide to you in connection with this offering. We have not, and theunderwriters have not, authorized any other person to provide you with any information that is different. If anyone provides you withdifferent or inconsistent information, you should not rely on it. We are offering to sell, and seeking offers to buy, shares of ourcommon stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and theoffering of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into We further note that the representations, warrant