UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 2026 (January 9, 2026)
SURGEPAYS, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 001-40992 | 98-0550352 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3124 Brother Blvd, Suite 104
Bartlett TN 38133
(Address of principal executive offices, including zip code)
(901) 302-9587
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | SURG | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Chelsea Pullano as Interim CFO
Effective as of January 14, 2026, the Board appointed Chelsea Pullano as interim Chief Financial Officer to fill the vacancy created by the previous separation with Tony Evers. Ms. Pullano’s appointment is in connection with the Company’s entry into the master services agreement (“CFO Agreement”) with MACK Financial Solutions LLC (“MACK”) on January 9, 2026, pursuant to which MACK shall provide outsourced financial, accounting, and executive financial services to the Company as requested by the Company from time to time, including, without limitation, Chief Financial Officer services, accounting oversight, bookkeeping, financial reporting, and public-company financial compliance support (collectively, the “Services”). Ms. Pullano’s role as Chief Financial Officer will be on a part-time basis, and Ms. Pullano will spend no less than 40 hours per month in such capacity as Chief Financial Officer providing the Services as described herein.
In consideration of the Services to be performed, the Company will pay Ms. Pullano $5,000 per month in her capacity as Chief Financial Officer, and will pay MACK $5,000 per month for other Services. Additionally, Ms. Pullano shall be entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO Agreement may be terminated by either the Company or MACK upon sixty days notice, however, if a material breach of the CFO Agreement is not cured within fourteen days of receipt of notice, the CFO Agreement may be immediately terminated by the non-breaching party.
Ms. Pullano is a financial executive with experience supporting public and private companies in accounting, financial reporting, and strategic finance. Since May 2023, Ms. Pullano has been a partner and serves as Chief Executive Officer of MACK, an accounting and advisory firm that provides outsourced financial and accounting services to growth-stage and public companies. From June 29, 2020 to May 2023, Ms. Pullano served as Chief Financial Officer of Creatd, Inc, and from September 2024 to March 2025, she served as Director of Finance at Lucosky Brookman LLP.
Ms. Pullano has no family relationships with any of the Company’s directors or executive officers, and she is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Pullano and any other persons pursuant to which she was selected as Chief Financial Officer.
The foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the CFO Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit 10.1 | Master Services Agreement, dated January 9, 2026, between the Company and MACK Financial Solutions LLC | |
| Exhibit 104 | Cover Page Interactive Data File |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SURGEPAYS, INC. | ||
| Date: January 14, 2026 | By: | /s/ Kevin Brian Cox |
| Kevin Brian Cox | ||
| Chief Executive Officer | ||
Exhibit 10.1
MASTER SERVICES AGREEMENT
This Master Services Agreement (the “Agreement”) is entered into as of January 9, 2026 (the “Effective Date”), by and between SurgePays, Inc., a Nevada corporation (the “Company”), and MACK Financial Solutions LLC, a New Jersey partnership (“MACK”).
1. Services
MACK shall provide outsourced financial, accounting, and executive financial services to the Company as requested by the Company from time to time, including, without limitation, Chief Financial Officer services, accounting oversight, bookkeeping, financial reporting, and public-company financial compliance support (collectively, the “Services”).
The Company shall appoint Chelsea Pullano as an officer of the Company with the title of Chief Financial Officer (“CFO”), subject to approval by the Board of Directors. While serving as CFO, Ms. Pullano shall perform executive-level financial duties customarily associated with that role, including signing and certifying SEC filings, coordinating with auditors and legal counsel, and providing strategic financial oversight. Notwithstanding the foregoing, the parties hereto agree that Ms. Pullano’s role as Chief Financial Officer shall be on a part-time basis, and nothing contained herein shall be construed as preventing Ms. Pullano from engaging (whether or not during normal business hours) in any other professional, civic, or philanthropic activities, provided that Ms. Pullano’s engagement does not result in a violation of their duties in their role as Chief Financial Officer or services to be performed per this Agreement. For avoidance of doubt, Ms. Pullano will spend no less than 40 hours per month on average in such capacity as Chief Financial Officer providing the Services as described herein.
Ms. Pullano shall be entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law.
2. Fees and Billing
Beginning January 2, 2026, the Company shall pay the following monthly fees:
● $5,000 per month for services provided by Chelsea Pullano in her capacity as CFO.
● $5,000 per month for engagement of MACK to provide accounting and other financial services needed to support Ms. Pullano’s role and any additional services requested by the Company on an as-needed basis.
Any additional or expanded services shall be subject to written authorization by the Company and may be documented by amendment. Ms. Pullano’s duties as CFO shall include certifying that the Company’s financial statements in its filings with the United States Securities and Exchange Commission are accurate and true in all material respects based on Ms. Pullano’s knowledge and the existence of effective financial controls.
MACK shall invoice the Company monthly in arrears, with invoices issued on the first (1st) day of each month for Services rendered during the prior month. All invoices shall be due and payable within thirty (30) days of the invoice date.
3. Term and Termination
This Agreement shall commence on the Effective Date and shall continue unless terminated by either party upon sixty (60) days’ prior written notice. In the event of material breach of this Agreement by either Party that is not cured within 14 days’ written notice, the non-breaching Party may terminates this Agreement. In the event the Company gives notice of intent to terminate, the Company may require Ms. Pullano to cease or reduce her work for some or all of the notice or cure period period, to absent herself from the Company’s offices and from its information technology systems, and such actions shall not be considered a material breach of this Agreement, provided that, (a) Company shall continue to pay MACK fees for the entire 14-day or 60-day notice period, and (b) shall permit Pullano or MACK to take such action as is reasonably necessary to cure a material breach.
4. Reliance on Information
In performing the Services, MACK may rely in good faith on information, representations, data, and documentation provided by the Company, its officers, employees, agents, and advisors, without independent verification, except to the extent such verification is required by applicable professional standards, SEC regulations, or is reasonably necessary in the performance of the Services.
5. Authority
MACK may rely upon instructions from any officer or director of the Company, or any individual designated by an officer or director, as authorized to act on behalf of the Company.
6. Indemnification
The Company shall indemnify, defend, and hold harmless MACK and its partners, employees, and agents from and against any and all claims, losses, liabilities, damages, and expenses arising out of or relating to the Services, except to the extent resulting from MACK’s gross negligence or willful misconduct.
7. Limitation of Liability
To the fullest extent permitted by law, MACK’s aggregate liability under this Agreement shall not exceed the total fees paid by the Company to MACK during the twelve (12) months preceding the event giving rise to the claim. In no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages.
8. Insurance
During the term of this Agreement, MACK shall maintain, at its own expense, commercially reasonable professional liability (errors and omissions) insurance covering acts, errors, and omissions arising out of the performance of the Services.
During the term of this Agreement and for so long as Chelsea Pullano serves as an officer of the Company, the Company shall maintain commercially reasonable directors’ and officers’ liability insurance and represents that Ms. Pullano shall be included as an insured person under such policy on the same basis as other executive officers.
9. Non-Solicitation
During the term of this Agreement and for twelve (12) months thereafter, the Company shall not, without MACK’s prior written consent, directly or indirectly solicit for employment or engagement any employee or contractor of MACK that has performed services for the Company .
10. Miscellaneous
This is the entire Agreement between the Parties with respect to its subject matter. Neither Party has relief upon any statements not contained in this written Agreement in deciding to enter into this Agreement and the Parties stipulate that any such reliance is, and would be, unreasonable. This Agreement may not be orally modified and may only be modified or amended by a writing signed by the Chief Executive Officer of the Company and an authorized representative of MACK. An electronic message (email, text, chat) with or without a signature block of the sender, shall not be considered a “writing signed” for purposes of this Agreement.
11. Confidential Information.
MACK and Ms. Pullano shall treat as confidential and keep secret the affairs of the Company and shall not at any time during the term of employment or for a period of five years thereafter, without the prior written consent of the Company, divulge, furnish, or make known or accessible to, or use for the benefit of, anyone other than the Company and its subsidiaries and affiliates any information of a confidential nature relating in any way to the business of the Company or its subsidiaries or affiliates or their clients (“Confidential Information”) and obtained by them in the course of their employment hereunder. Provided, however, that Confidential Information of the Company shall not include any information known or available generally to the public (other than as a result of unauthorized disclosure by MACK and Ms. Pullano). In addition, MACK and Ms. Pullano acknowledge and agree that the both MACK and Ms. Pullano may have access to “material non-public information” for purposes of the federal securities laws (“Insider Information”) and that both MACK and Ms. Pullano will abide by the SurgePays, Inc. Insider Trading Policy and all securities laws relating to the handling of and acting upon such Insider Information.
Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, rules of any stock exchange, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. Nothing in this Agreement prohibits or restricts MACK and Ms. Pullano (or their respective attorneys) from initiating communications directly with, responding to an inquiry from, or providing testimony before any Court, governmental entity, any other self-regulatory organization, any other federal or state regulatory authority, or any stock exchange. Nothing in this Agreement in any way prohibits or is intended to restrict or impede, and shall not be interpreted or understood as restricting or impeding, MACK or Ms. Pullano from reporting any good faith allegation of unlawful employment practices to any appropriate federal, state, or local government agency enforcing discrimination laws; reporting any good faith allegation of criminal conduct to any appropriate federal, state, or local official; participating in a proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws; making any truthful statements or disclosures required by law, regulation, or legal process.
12. Company Records
All records, papers, and documents kept or made by either MACK or Ms. Pullano relating to the business of the Company or its subsidiaries or affiliates or their clients shall be and remain the property of the Company.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict-of-law principles, as the Company’s primary office is located in Tennessee.
IN WITNESS WHEREOF
the parties have executed this Agreement as of the Effective Date first written above.
| SURGEPAYS, INC. | ||
| By: | /s/ Kevin Brian Cox | |
| Name: | Brian Cox | |
| Title: | Chief Executive Officer | |
| Date: | 01/09/2026 | |
| MACK FINANCIAL SOLUTIONS LLC | ||
| By: | /s/ Chelsea Pullano | |
| Name: | Chelsea Pullano | |
| Title: | Chief Executive Officer | |
| Date: | 01/09/2026 | |