SurgePays Announces Asset Sale to GPO Plus for $27.5M

What Happened

• On September 7, 2026, SurgePays, Inc. announced it entered an Asset Purchase Agreement to sell its ClearLine engagement platform, media network and related technology, plus its GPOX Wireless business and assets (the "Purchased Assets") to ClearLine Apps, LLC, a newly formed subsidiary of GPO Plus, Inc. The stated purchase price is $27,500,000 to be paid entirely in 25,000,000 shares of GPO Plus Series D Preferred Stock. SurgePays also entered a Put Option Agreement with Emerald Shoals Targeted Opportunities Fund LP giving SurgePays the right to sell the Preferred Shares (or converted common shares) to Emerald Shoals for $27.5M for a period beginning at closing and continuing for three years and 90 days.

Key Details

• Agreement date: September 7, 2026; reported on Form 8-K filed September 10, 2026.
• Consideration: $27,500,000 payable solely as 25,000,000 shares of GPO Plus Series D Preferred Stock (convertible 1:1 into common).
• Put backstop: Emerald Shoals can buy the Preferred Shares (or converted common) for $27.5M during the ~3-year exercise period to ensure SurgePays receives that value.
• Additional consideration: GPO Plus will issue Emerald Shoals a five‑year warrant to buy 15,000,000 common shares in three tranches exercisable at $0.05, $0.15 and $0.25 per share. Purchase Agreement includes customary reps, warranties and closing conditions.

Why It Matters

• This transaction would divest SurgePays of its ClearLine platform and GPOX Wireless operations in exchange for equity in GPO Plus, with a contractual mechanism (the Emerald Shoals put) designed to guarantee SurgePays $27.5M in value if exercised. For investors, the deal reduces SurgePays’ operating assets tied to ClearLine/GPOX and shifts consideration into GPO Plus stock backed by a potential cash-equivalent backstop; closing is subject to the agreements’ conditions. Review the filed agreements (Exhibits 10.1 and 10.2) and the company’s risk disclosures for details and timing.