Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On January 5, 2023, SurgePays, Inc. (the "Company"), received a notification
letter from the Listing Qualifications Staff of The NASDAQ Stock Market LLC
("Nasdaq") indicating that, since the Company has not yet held an annual meeting
of shareholders within twelve months of the end of its December 31, 2021 fiscal
year, it is out of compliance with the Nasdaq rules for continued listing
(Listing Rules 5620(a) and 5810(c)(2)(G)). The notification letter has no
immediate effect on the listing of the Company's securities on the Nasdaq
Capital Market.
Under the applicable Nasdaq rules, the Company now has 45 calendar days to
submit a plan to regain compliance. If Nasdaq accepts the Company's plan, Nasdaq
can grant an exception of up to 180 calendar days from the Company's most recent
fiscal year end, or until July 5, 2023, to regain compliance.
The Company expects to file a definitive proxy statement in the coming weeks for
an annual meeting to be held in March 2023 to regain compliance with the
applicable Nasdaq Listing Rules.
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