SurgePays Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number001-40992 Not applicable(Former name, former address, and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares of the registrant’s common stock outstanding as of April 15, 2026 was 25,121,895 shares. As of June 30, 2025, the aggregate market value of the shares of common stock held by non-affiliates of the registrant wasapproximately $41,752,369 based on the $3.11 closing price of the registrant’s common stock on that date. TABLE OF CONTENTS PageNo.PART IItem 1.Description of the Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments14Item 1C.Cybersecurity14Item 2.Properties15Item 3.Legal Proceedings16Item 4.Mine Safety Disclosures17PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities18Item 6Selected Financial Data19Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 7A.Quantitative and Qualitative Disclosures About Market Risk29Item 8.Financial Statements and Supplementary Data29Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure29Item 9A.Controls and Procedures30Item 9B.Other Information31Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections31PART IIIItem 10.Directors, Executive Officers and Corporate Governance31Item 11.Executive Compensation31Item 12.Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters31Item 13.Certain Relationships, Related Transactions and Director Independence31Item 14.Principal Accounting Fees and Services31PART IVItem 15.Exhibits, Financial Statement Schedules32Exhibit Index32Item 16Form 10-K Summary33Signatures34i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of the federal securitieslaws. All statements contained in this Annual Report, other than statements of historical