SurgePays Inc (SURG)

[bUrRpPPP!]

$SURG just filed with the SEC a Unregistered Sales
https://last10k.com/sec-filings/surg/0001493152-21-029145.htm?utm_source=stocktwits&utm_medium=forum&utm_campaign=8K&utm_term=surg

COXY AND THE HIS BUDDIES LAUGHING ALL THE WAY TO THE BANK!

The Issuance described herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the shares of Common Stock was based upon the following factors: (a) there were only three recipients all of whom are employed by the Company; (b) the shares of Common Stock were not broken down into smaller denominations; and (c) the negotiations for the issuance of the shares of Common Stock took place directly between each individual and the Company.

As disclosed in the final prospectus filed in connection with the Offering, the Company, following the closing of the Offering, was scheduled to issue: (i) 3,607,980 shares of Common Stock as a result of the conversion of all Series C Preferred Stock shares outstanding (the “Series C Conversion”); and (ii) 561,758 shares of Common Stock to Kevin Brian Cox, our Chief Executive Officer and Chairman, as a result of related party notes payable conversion of $2,415,560 in principal and accrued interest owed to SMDMM Funding, LLC, an entity solely controlled by Mr. Cox (“SMDMM”) for a total of 4,169,738 shares.



On November 11, 2021, the Company issued 4,169,738 shares of Common Stock (the “Issuance”) in total with: (i) Mr. Cox receiving 3,578,578 shares (which includes, in addition to the SMDMM conversion issuance, 3,016,820 shares issued pursuant to the Series C Conversion); (ii) Anthony Nuzzo, the Company’s President and a member of the Company’s board of directors, receiving 360,000 shares pursuant to the Series C Conversion; and (iii) Carter Matzinger, the Chief Strategic Officer of LogicsIQ, Inc., a wholly owned subsidiary of the Company, receiving 231,160 shares pursuant to the Series C Conversion.