Previous
Independent Accounting Firm (i)
On September 16, 2026, SurgePays, Inc. (the “ Company ”) notified TAAD LLP (the “ Former Accounting Firm ”)
of its dismissal as the Company’s independent registered public accounting firm.
(ii)
The reports of the Former Accounting Firm on the Company’s financial statements as of and for the year ended December 31, 2025 (the Former Accounting Firm did not render a report on the Company’s financial statements as of and for the year ended December 31, 2024), contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles except as set forth in subparagraph (iii) below.
(iii)
The report of the Former Accounting Firm on the Company’s financial statements as of and for the year ended December 31, 2025, contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.
(iv)
The Company’s Audit Committee approved the dismissal of the Former Accounting Firm.
(v)
During the fiscal year ending December 31, 2025, and during the interim period through September 16, 2026, there (i) have been no disagreements with the Former Accounting Firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years, and (ii)
were no reportable events of the kind referenced in Item 304(a)(1)(v) of Regulation S-K.
(vi)
The Company provided the Former Accounting Firm a copy of this Current Report on Form 8-K prior to filing and requested that the Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the disclosures the Company is making in response to Item 304(a) of Reg. S-K, and, if not, stating the respects in which it does not agree.
A copy of the letter from the Former Accounting Firm will be filed by amendment to this Current Report once received.
New
Independent Accounting Firm On September 11, 2026, the Company engaged Sadler, Gibb & Associates, LLC (the “ New Accounting Firm ”) as its independent registered public accounting firm. The Company has not consulted with the New Accounting Firm during our two most recent fiscal years or during the subsequent interim period through September 11, 2026, regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.