SurgePays, Inc. has completed the sale of its ClearLine engagement platform, media network, and GPOX Wireless business to GPO Plus, Inc. The transaction, valued at $27,500,000, was executed on September 10, 2026, and involved the issuance of 25,000,000 shares of GPO Plus Series D Preferred Stock to SurgePays.
Under the terms of the Asset Purchase Agreement signed on September 7, 2026, the acquiring entity, ClearLine Apps, LLC (a subsidiary of GPO Plus), acquired the specified assets. The purchase price is payable solely in the form of the Preferred Shares. Each share of this stock is convertible into one share of GPO Plus common stock and carries no voting rights or preferential dividend or liquidation rights.
To ensure SurgePays receives the agreed-upon value, the company entered into a Put Option Agreement with Emerald Shoals Targeted Opportunities Fund LP. This agreement grants SurgePays the right to sell the Preferred Shares or shares of common stock resulting from their conversion back to Emerald Shoals for $27,500,000 over a three-year and 90-day period following the closing of the acquisition.
In connection with the Put Agreement, GPO Plus issued Emerald Shoals a five-year warrant to purchase 15,000,000 shares of GPO Plus common stock. This warrant is divided into three tranches of 5,000,000 shares each, with exercise prices of $0.05, $0.15, and $0.25 per share.
The closing of the transaction has resolved certain listing compliance issues for SurgePays. The company previously received notice from Nasdaq that it no longer met the market value of listed securities requirement and that its common stock bid price had fallen below the minimum requirement. As a result of the sale, SurgePays’ stockholders’ equity now exceeds the $2,500,000 threshold required for continued listing on the Nasdaq Capital Market. The company intends to notify Nasdaq of this compliance and plans to address the bid price deficiency during a second compliance period, potentially through a reverse stock split.
