SurgePays Announces Proposed Underwritten Public Offering

SurgePays, Inc. (NASDAQ: SURG), a wireless and fintech point of sale company connecting subprime and underserved consumers to essential mobile and financial services, today announced it has commenced an underwritten public offering of its common stock andor pre-funded warrants. All shares of common stock andor pre-funded warrants in the offering are to be offered by the Company. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

R.F. Lafferty & Co., Inc. is acting as the sole book-running manager for the offering.

The shares of common stock and/or pre-funded warrants are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-273110), which was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on November 3, 2023, and the accompanying prospectus contained therein.

The offering is being made only by means of a prospectus supplement and accompanying prospectus. A prospectus supplement describing the terms of the public offering will be filed with the SEC and will form a part of the effective registration statement.

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC's website at http://www.sec.gov or alternatively, from: R. F. Lafferty & Co., Inc., 40 Wall Street, Suite 3602, New York, NY 10005; (212) 293-9090.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SurgePays, Inc.

SurgePays, Inc. (NASDAQ: SURG) is a wireless and fintech technology company focused on expanding access to essential mobile and financial services for subprime and underserved consumers. The company operates a nationwide ecosystem that includes its own wireless brands and a proprietary point of sale platform inside thousands of retail locations. This infrastructure supports SIM activations, top-ups, financial transactions, and other digital services used daily by prepaid and underbanked customers.

SurgePays is building on this foundation by advancing into data driven marketing and digital partnerships that monetize verified consumer engagement. This approach creates recurring, high margin revenue streams while expanding the company's reach across both online and retail channels. SurgePays aims to become a leading digital marketplace and data intelligence platform serving the one-third of America that relies on prepaid and subprime financial services.

Visit www.SurgePays.com and WWW. ProgramBenefits for more information.

SurgePays Cautionary Note Regarding Forward-Looking Statements
This press release includes express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements involve substantial risks and uncertainties and generally relate to future events or our future financial or operating performance. These statements may include projections, guidance, or other estimates regarding revenue, cash flow, business growth, market expansion, or customer acquisition, and statements relating to the timing of the offering, satisfaction of customary closing conditions related to the offering and sale of the shares of common stock and our ability to complete the offering. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "attempting," or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

Although we believe the expectations reflected in these forward-looking statements, such as regarding our ability to obtain revenue from the launch of ProgramBenefits.com, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, the timing of the offering, satisfaction of customary closing conditions related to the offering and sale of the shares of common stock and our ability to complete the offering, the assumption that the Company will be able to obtain high-margin recurring revenues, statements about our future financial performance, including our revenue, cash flows, costs of revenue and operating expenses; our anticipated growth; and our predictions about our industry and customer demand. These include, but are not limited to, our ability to scale our prepaid wireless business, transition ACP subscribers to Lifeline, maintain our MVNE partnerships, and achieve financial targets. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission ("SEC"), including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The forward-looking statements in this press release speak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligation to update, any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Investor Contact:
Valter Pinto, Managing Director
KCSA Strategic Communications
PH: 212-896-1254
SurgePays@KCSA.com