GPO Plus, Inc. Announces Acquisition of SurgePays Assets for $27.5M

What Happened

• GPO Plus, Inc. (GPOX) filed an 8‑K reporting that on September 7, 2026 its subsidiary ClearLine Apps, LLC entered an Asset Purchase Agreement to acquire SurgePays, Inc.’s ClearLine engagement platform, media network and related technology, and SurgePays’ GPOX Wireless business and assets.
• Consideration is $27,500,000 payable solely in 25,000,000 shares of newly created Series D Preferred Stock; each preferred share is convertible at holder election into one share of GPO Plus common stock and carries no dividend, liquidation preference or voting rights. The company filed the Certificate of Designation on September 10, 2026.

Key Details

• Purchase Agreement dated September 7, 2026; closing subject to customary conditions and representations.
• Consideration: 25,000,000 Series D Preferred shares (convertible 1:1 into common).
• Put Option: SurgePays and Emerald Shoals entered a Put Option Agreement (acknowledged by GPO Plus) allowing SurgePays to sell the Preferred Shares or converted common to Emerald Shoals for $27.5M during a period starting at closing and lasting 3 years + 90 days.
• Additional consideration: GPO Plus will issue Emerald Shoals a five‑year warrant to buy 15,000,000 common shares (three tranches of 5,000,000 exercisable at $0.05, $0.15 and $0.25 per share).
• The company reported these issuances under Item 3.02 (unregistered sales of equity securities) and included related filings as exhibits.

Why It Matters

• The deal brings new platform technology and wireless assets to GPO Plus without a cash outlay, but it increases potential share count: the Series D is convertible 1:1 and the warrants cover up to 15M common shares if exercised, which could dilute existing shareholders.
• The Put Option gives SurgePays a prearranged liquidity path (Emerald Shoals can acquire the securities for $27.5M), which shifts certain execution and market‑risk outcomes away from GPO Plus.
• Investors should note the securities have no voting or preferential rights while outstanding as preferred stock, and monitor future filings for closing confirmation, any registration or resale plans, and changes in outstanding share counts.