Dilution profile // every instrument, one screen, from SEC filings

SurgePays, Inc. (SURG)

CIK 1392694 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3/A on file 2023-10-23
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
LOWwarrants = 3% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
MEDIUM+77% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~1.1 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-08-142026-05-20

Latest: 25.1M shares as of May 20, 2026 (10-Q). Share count fell from 163.3M to 12.0M between Aug 13, 2021 and Nov 11, 2021, a pattern consistent with a reverse split (roughly 1-for-14); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

Warrants outstanding: 700,000 underlying shares, as reported May 12, 2025 (10-Q).

Reported exercise price: $2.5 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 25.8M = 25.1M O/S + 700,000 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Notes Payable One$7.5M$6.6Mnot tagged15%
Convertible Notes Payable Note Nine To Fifteen$975,000not tagged
Convertible Notes Payable Two$770,000$737,892not tagged0%
Convertible Notes Payable Three$660,000$621,440not tagged0%
Convertible Notes Payable Eight$500,000$322,818not tagged8%
Convertible Notes Payable Six$495,000$460,808not tagged0%
Convertible Notes Payable Twelve$400,000$369,120not tagged14.5%
Convertible Notes Payable Four$385,000$362,410not tagged0%
Convertible Notes Payable Five$385,000$363,510not tagged0%
Convertible Notes Payable Seven$333,333$229,103not tagged8%
Convertible Notes Payable Fourteen$200,000$200,000not tagged14.5%
Convertible Notes Payable Nine$100,000$92,280not tagged14.5%

Notes exactly as the company dimensioned them in its 10-Q filed May 20, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding25.1MMay 20, 2026
+ Warrants (aggregate, as tagged) (if exercised)700,000May 12, 2025
Fully diluted estimate25.8M+2.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Last 12 months: 6 executed · 0 registered.

EXECUTEDJun 22, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 24, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 22, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 22, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 22, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 20, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDAug 5, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMay 16, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 19, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 17, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVENov 3, 2023SEC declared a registration effective — selling can beginEFFECT
REGISTEREDOct 23, 2023S-3/A registration — capacity to sell shares, not a sale yetS-3/A

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

Keep going: float checker · offering calendar · short-squeeze screener · full SURG workspace