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- Delisting (new) — Company received two Nasdaq deficiency notices for failing to meet minimum market value of $35 million and $1.00 minimum bid price requirements, which could lead to delisting if not cured within 180 days.
- Related Party (new) — The company issued equity to its CEO to settle a debt owed to him, a related-party transaction.
SurgePays receives dual Nasdaq deficiency notices for market value and bid price violations
Filed March 24, 2026 · Period ending March 18, 2026 · ~1 min read
Key Changes
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Nasdaq notified SurgePays on March 18 that its market value fell below the required $35 million threshold. The company has until September 14, 2026 to regain compliance by maintaining market value above $35M for 10 consecutive business days.
Item 3.01 verify on EDGAR → -
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A second Nasdaq notice on March 23 cited failure to maintain the $1.00 minimum bid price. SurgePays has 180 days (until September 21, 2026) to close above $1.00 for 10 consecutive days, with a possible additional 180-day extension available.
Item 3.01 verify on EDGAR → -
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If delisted, the company warns it would face reduced stock liquidity, difficulty raising capital, loss of access to public markets via registration statements, and inability to offer employee equity incentives.
Item 3.01 verify on EDGAR → -
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CEO Brian Cox received 800,000 shares at $1.25 per share to settle $1 million owed under a March 2024 promissory note. This converts insider debt to equity, diluting existing shareholders by approximately 800,000 shares.
Item 3.02 verify on EDGAR →
Summary
SurgePays faces potential delisting from Nasdaq after receiving two deficiency notices within five days. The company's market capitalization has fallen below $35 million and its stock price has dropped under the $1.00 minimum bid requirement. Both violations must be cured by mid-September 2026, requiring sustained improvement in either market value or share price for at least 10 consecutive trading days.
Failure to regain compliance would force the stock onto over-the-counter markets, severely limiting liquidity and the company's ability to raise capital. Simultaneously, the company settled $1 million in debt owed to CEO Brian Cox by issuing him 800,000 shares at $1.25 each—notably above the current trading price that triggered the bid price deficiency.
This related-party transaction reduces debt but dilutes existing shareholders while raising questions about insider compensation during a period of stock price distress. Investors should monitor daily closing prices and market capitalization closely over the next six months. The key metric: whether SurgePays can sustain a $1.00+ bid price for 10 consecutive days before the September deadline. Any further deterioration in stock price or market cap makes delisting increasingly likely, which would fundamentally alter the investment's risk profile and liquidity.
Section-by-Section Diff
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
SurgePays received Nasdaq deficiency notices for failing minimum market value ($35M) and $1.00 bid price requirements; has 180 days to regain compliance.
Added in current filing · verify on EDGAR →
On March 23, 2026, the Company received a written notice (the “Bid Price Notice” and together with the MVLS Notice collectively the “Notices”) from the Nasdaq Listing Qualifications Department indicating that the Company is not in compliance with the $1.00 minimum bid price requirement (the “Bid Price Requirement”) set forth in the Rules.
The company received a second notice from Nasdaq on March 23, 2026 for failing to maintain a minimum bid price of $1.00 per share. The company has 180 calendar days until September 21, 2026 to regain compliance by closing at or above $1.00 per share for at least ten consecutive business days. If unsuccessful, the company may be eligible for an additional 180-day period if it meets other listing requirements.
Added in current filing · verify on EDGAR →
If the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.
The company disclosed four specific risks if delisting occurs: reduced stock liquidity and price, fewer willing investors impacting equity fundraising ability, loss of access to public capital markets through registration statements, and impaired ability to offer employee equity incentives. These consequences would materially harm the company's financial flexibility and operations.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company issued the Shares pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a) (2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholder was accredited and had adequate access, through its relationship with the Company, to information about the Company, and the issuance of the Shares did not involve a public offering of securities or any general solicitation.
The shares were issued under an exemption from SEC registration requirements (Section 4(a)(2) and Rule 506(b)) because the CEO is an accredited investor with access to company information. The shares carry restrictive legends limiting their transferability.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify