SurgePays Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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Item 4.01 Changes in Registrant’s Certifying Accountant.
| (a) | Resignation of Independent Registered Public Accounting Firm |
On May 19, 2025, SurgePays, Inc. (“SurgePays”, “we”, the “Company”) was notified by Rodefer Moss & Co, PLLC (“Rodefer”) that Rodefer had resigned as the Company’s independent registered public accounting firm.
The audit report of Rodefer on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:
Rodefer’s report on the consolidated financial statements of the Company as of and for the years ended December 31, 2024 and 2023, contained a separate section relating to Critical Audit Matters regarding (a) the Sufficiency of audit evidence over revenue, and (b) the Goodwill impairment assessment.
During the Company’s fiscal years ended December 31, 2024 and 2023, and the subsequent period through May 19, 2025, there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Rodefer 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 Rodefer, would have caused Rodefer to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided Rodefer with a copy of the foregoing disclosures and has requested that Rodefer furnish the Company with a letter addressed to the Securities and Exchange Committee stating whether Rodefer agrees with the statements made by the Company set forth above. A copy of Rodefer’s letter, dated May 23, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| (b) | Appointment of New Independent Registered Public Accounting Firm |
On May 23, 2025, the Audit Committee of the Company’s Board of Directors engaged TAAD, LLP as the Company’s independent registered public accounting firm.
Item 9.01 Financial Statements and Exhibits
| Exhibit 16.1 | Letter from Rodefer Moss & Co, PLLC dated May 23, 2025 | |
| Exhibit 104 | Cover Page Interactive Data File |
SIGNATURE
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.
| SURGEPAYS, INC. | ||
| Date: May 23, 2024 | By: | /s/ Kevin Brian Cox |
| Kevin Brian Cox | ||
| Chief Executive Officer | ||