SurgePays (SURG) risk factors, FY2025 10-K

Risks Related to Government Regulation and Legal Proceedings

1. 01The United States Government’s dissolution of the Affordable Connectivity Program (“ACP”) has had a substantial adverse effect on our business operations and profitability22% rewritten
2. 02Changes in the regulatory framework under which we operate could adversely affect our business prospects or results of operations
3. 03We could be impacted by unfavorable results of legal proceedings, and may, from time to time, be involved in future litigation in which substantial monetary damages are sought

Risks Related to Our Business, Industry and Operations

1. 04Low demand for our products and services, and the inability to develop and introduce new products and services at favorable margins, could adversely impact our performance and prospects for future growth
2. 05If we are not able to adapt to changes and disruptions in technology and address changing consumer demand on a timely basis, we may experience a decline in the demand for our services, be unable to implement our business strategy and experience reduced profits
3. 06We have, and may continue to expand through investments in, acquisitions of, or the development of new products with assistance from, other companies, any of which may not be successful and may divert our management’s attention
4. 07We have undertaken in the past, and may in the future undertake, strategic acquisitions. Failure to integrate acquisitions could adversely affect our value
5. 08Our business could be adversely affected if we fail to implement and maintain effective disclosure controls and procedures and internal control over financial reporting
6. 09Our success is substantially dependent on the continued service of our senior management
7. 10We offer competitive compensation packages in order to retain the services of our senior management, and we could be required to pay significant compensation payments in the case we are unable to retain our senior management
8. 11We may not have sufficient resources to effectively introduce and market our services and products, which could materially harm our operating results
9. 12We operate in a highly competitive industry
10. 13We may require additional financing to sustain or grow our operations. Raising additional capital may cause dilution to our existing stockholders and investors, or restrict our operations

Risks Related to Our Securities

1. 14Our CEO and Chair, Kevin Brian Cox, has significant control over shareholder matters and the minority shareholders will have little or no control over our affairs
2. 15Sales of a significant number of shares of our common stock in the public market or the perception of such possible sales, could depress the market price of our common stock
3. 16Our share price has been volatile and our trading volume may fluctuate substantially26% rewritten
4. 17A decline in the price of our shares of common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations
5. 18We currently do not intend to pay dividends on our common stock. As result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates
6. 19We could issue additional common stock, which could dilute the book value of our common stock27% rewritten
7. 20Future issuances of our common stock, preferred stock, convertible promissory notes, options and warrants could dilute the interests of existing stockholders59% rewritten
8. 21Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stockNew