SurgePays, Inc. 8-K

What Happened

• SurgePays, Inc. announced on June 16, 2026 that it entered into a Secured Note Purchase Agreement and sold a $500,000 promissory note to an investor. The note accrues interest at 14.5% per year, matures in 24 months, and is part of a series of similar financings led by Belleau Wood Capital that began on or about January 12, 2026.

Key Details

• Effective date: June 16, 2026; note maturity: 24 months after issuance.
• Interest rate: 14.5% per annum; quarterly repayments equal to 25% of original principal ($125,000) start on the 12‑month anniversary.
• Conversion structure: five equal 20% tranches convertible at $2.00, $4.00, $6.00, $8.00 and $10.00 per share for each respective tranche.
• Security and agent: the investor receives a junior security interest in all company assets; Belleau Wood Capital LP is appointed collateral agent. Aggregate funding under this series after this note is $2,650,000, and additional funding may follow.

Why It Matters

• This financing provides near-term cash of $500K and increases aggregate available capital under the Belleau Wood-led note series to $2.65M, which can support operations or strategic needs.
• The note’s high interest rate, scheduled large quarterly principal repayments beginning after 12 months, and convertible features may affect future cash flow and could dilute shareholders if conversions occur at the listed prices.
• The junior security interest means these lenders have collateral claims on company assets behind any senior creditors, which is relevant for creditor priority.