GPO Plus Buys SurgePays Assets for $27.5M in Preferred Stock

What happened

GPO Plus, Inc. (ticker GPOX) closed an acquisition of assets from SurgePays, Inc. on September 10, 2026, three days after signing the agreement on September 7, according to a Form 8-K filed with the Securities and Exchange Commission on September 11.

The purchased assets are SurgePays' ClearLine engagement platform, media network and related technology and operating assets, plus SurgePays' GPOX Wireless business and assets. A newly formed GPO Plus subsidiary called ClearLine Apps, LLC is the acquiring entity.

The stated purchase price is $27,500,000. GPO Plus did not pay cash: the filing says the price is payable only in 25,000,000 shares of GPO Plus Series D Preferred Stock issued to SurgePays.

GPO Plus trades over the counter at a price quoted in fractions of a cent. The price data shows the stock closed at $0.02 on the event date, up 11.11% from the prior close of $0.018, on volume of 3,325,413 shares — about 8.9 times its 375,080 average volume.

The Series D preferred shares, and why the seller may not keep them

Each Series D preferred share converts, at the holder's election, into one share of GPO Plus common stock. The filing states the Series D carries no preferential dividend, liquidation or other rights, and no voting rights. In other words, it behaves like common stock waiting to be converted rather than like a preferred share with seniority over common holders.

At 25,000,000 shares against a $27,500,000 price, the implied value is $1.10 per preferred share. The stock's quoted price on the event date was $0.02, so conversion would go the holder's way only under very different market conditions from the ones the price data shows.

Separately, SurgePays entered a Put Option Agreement with Emerald Shoals Targeted Opportunities Fund LP, acknowledged by GPO Plus. It gives SurgePays the right to sell the preferred shares — or the common shares received on conversion — to Emerald Shoals for $27,500,000. The exercise window starts at closing and runs for three years and 90 days from closing. A put is the right, not the obligation, to sell at a set price.

For entering the put agreement, GPO Plus must issue Emerald Shoals a five-year warrant for 15,000,000 common shares, in three tranches of 5,000,000 shares exercisable at $0.05, $0.15 and $0.25 per share. A warrant is the right to buy shares at a set price; here the tranche exercise prices sit above the $0.02 quote in the price data.

The filing does not explain why the deal was structured this way, and this article does not attribute a motive that the document does not state.

A charter amendment was needed to create the stock

The Series D shares did not previously exist. Item 5.03 of the 8-K reports that GPO Plus filed a Certificate of Designation with the Nevada Secretary of State on September 10, 2026, setting out the rights and preferences of the Series D Preferred Stock. The certificate is filed as Exhibit 3.1.

A Certificate of Designation is how a Nevada corporation creates a new class or series of stock and defines what it does and does not entitle the holder to. The share issuance and the charter filing happened the same day as closing.

The shares were sold without registration

Item 3.02 of the 8-K covers unregistered sales of equity. GPO Plus issued the preferred shares to SurgePays and the warrant to Emerald Shoals under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

That is the private-placement route: the securities were not registered with the SEC, and the company relied on the buyers being accredited or financially sophisticated, with no public offering and no general solicitation. This is the ordinary exemption a company uses when it issues stock directly to a small number of identified buyers rather than to the public.

What this means

An 8-K is the current report a US public company files when something material happens between its quarterly reports. GPO Plus checked five items on this one: 1.01 for entering a material agreement, 2.01 for completing an acquisition, 3.02 for unregistered sales of equity, 5.03 for a charter or bylaw amendment, and 9.01 for exhibits. The presence of 2.01 is why the filing is a closing notice and not just a deal announcement.

The mechanical consequence of closing is that the acquired businesses and assets now sit inside ClearLine Apps, LLC, a GPO Plus subsidiary. SurgePays received GPO Plus securities rather than cash, so it did not book a cash exit at closing. Under the put agreement, SurgePays can instead turn those securities into $27,500,000 from Emerald Shoals within the three-year-and-90-day window — but only if it chooses to exercise that right.

The sequence to watch in later filings is conversion. If SurgePays or Emerald Shoals converts the preferred shares, up to 25,000,000 additional common shares would be outstanding, and the warrant could add up to 15,000,000 more. Both totals are disclosed in the filing; what the filing does not say is whether or when either holder will act.

The volume and price data show the market reacted to news of the deal on the day of the 8-K. This article makes no forecast about where the price goes from here.