8-K: SurgePays Appoints Interim CFO, Outsourcing Finance

SurgePays, Inc. has appointed Chelsea Pullano as interim Chief Financial Officer and entered into a master services agreement with MACK Financial Solutions LLC for outsourced financial services.

Summary

• SurgePays, Inc. appointed Chelsea Pullano as interim Chief Financial Officer, effective January 14, 2026.
• The appointment follows the vacancy created by the previous separation with Tony Evers.
• Ms. Pullano's role as interim CFO will be on a part-time basis, requiring a minimum of 40 hours per month.
• The company entered into a Master Services Agreement with MACK Financial Solutions LLC, where Ms. Pullano serves as CEO, on January 9, 2026.
• MACK will provide outsourced financial, accounting, and executive financial services, including CFO services, accounting oversight, bookkeeping, financial reporting, and public-company financial compliance support.
• SurgePays will pay Ms. Pullano $5,000 per month for her CFO services and MACK $5,000 per month for other services, totaling $10,000 monthly.
• The agreement can be terminated by either party upon sixty days' notice, or immediately by the non-breaching party if a material breach is not cured within fourteen days of notice.

Sentiment

Score: 6

Explanation: The filing addresses a critical executive vacancy with a qualified interim appointment and a structured outsourcing agreement. While it resolves an immediate need and brings expertise, the part-time nature of the CFO role and reliance on a third-party introduce minor uncertainties. The overall sentiment is neutral to slightly positive as it ensures continuity and compliance.

Positives

• Fills a critical CFO vacancy promptly, ensuring continuity in financial leadership and SEC compliance.
• Leverages external expertise from MACK Financial Solutions LLC, potentially bringing specialized knowledge in public company accounting and compliance.
• Chelsea Pullano possesses relevant experience, having served as CFO for a public company (Creatd, Inc.) and as CEO of an accounting and advisory firm.
• The outsourced and part-time model may offer cost efficiencies compared to hiring a full-time, in-house CFO and building a full internal finance team.
• Clear provisions for indemnification and Directors & Officers (D&O) insurance for the interim CFO are in place, aligning with standard corporate governance practices.

Negatives

• The CFO role is part-time, with a minimum commitment of 40 hours per month, which might raise questions about the depth of engagement or immediate availability for unforeseen issues.
• Reliance on an external firm (MACK) for core financial functions introduces a third-party dependency, which could pose risks if MACK experiences operational issues.
• The filing does not provide a reason for the separation with the previous CFO, Tony Evers, which could be a point of concern for investors.
• The total monthly cost of $10,000 for outsourced services, while potentially efficient, represents an ongoing fixed expense for the company.

Risks

• Reliance on Third-Party: The company is highly dependent on MACK Financial Solutions LLC for critical financial and compliance functions. Any disruption or underperformance by MACK could significantly impact SurgePays' operations and regulatory compliance.
• Part-Time CFO Engagement: A part-time CFO, even with a minimum hour commitment, may not provide the same level of dedicated oversight or strategic input as a full-time executive, potentially leading to gaps in financial leadership or slower response times.
• Termination Risk: The Master Services Agreement can be terminated with 60 days' notice, or immediately for an uncured material breach, which could disrupt financial operations if a replacement is not secured quickly.
• Information Reliance: MACK may rely on information provided by the Company without independent verification, except where required by professional standards or SEC regulations, which could introduce risks if internal company data is inaccurate or incomplete.
• Potential for Conflict of Interest: Ms. Pullano's dual role as CEO of MACK and interim CFO of SurgePays, while common in outsourced models, requires careful management to ensure no conflicts of interest arise.

Future Outlook

The company anticipates continued financial and accounting support through the Master Services Agreement with MACK Financial Solutions LLC, with Chelsea Pullano providing ongoing interim Chief Financial Officer services on a part-time basis, ensuring compliance with public company financial reporting requirements.

Management Comments

• Ms. Pullano's appointment is in connection with the Company's entry into the master services agreement (CFO Agreement) with MACK Financial Solutions LLC.
• Ms. Pullano will spend no less than 40 hours per month in such capacity as Chief Financial Officer providing the Services as described herein.

Industry Context

The appointment of an interim, outsourced CFO and the engagement of a third-party firm for financial services is a common strategy for smaller public companies or those undergoing transition. This approach allows companies to access specialized financial expertise and public company compliance support without the overhead of a full-time executive and in-house team, aligning with a trend towards flexible, expert-on-demand solutions in corporate finance.

Comparison to Industry Standards

• The use of an outsourced, part-time CFO is a common practice among small-cap and micro-cap public companies, such as those often found on the Nasdaq Capital Market or OTC markets, where the cost of a full-time, in-house CFO may be prohibitive relative to the company's scale.
• Companies like Creative Realities, Inc. (NASDAQ: CREX) or Applied DNA Sciences, Inc. (NASDAQ: APDN) have, at various times, utilized similar models for financial leadership or outsourced specific accounting functions to manage costs and access specialized expertise.
• The specified minimum of 40 hours per month for the interim CFO is a reasonable commitment for a part-time role, often seen in such arrangements, ensuring a baseline level of engagement for SEC reporting and oversight.
• The total monthly fee of $10,000 for both CFO and additional accounting services is within the typical range for comprehensive outsourced financial solutions for companies of this size, though specific comparisons would require detailed revenue and market capitalization data for SurgePays.

Management Changes

Corporate Governance

Related Party Transactions

• Ms. Pullano has no family relationships with any of the Company's directors or executive officers.
• Ms. Pullano is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Stakeholder Impact

• Shareholders: Provides assurance of continued financial oversight and SEC compliance, potentially stabilizing investor confidence after a CFO departure. The outsourced model could impact operational costs.
• Employees: No direct impact on general employees mentioned, but the finance team (if any) will now work under an outsourced CFO.
• Creditors: Continued robust financial reporting and compliance should maintain creditor confidence.

Next Steps

• Chelsea Pullano will perform executive-level financial duties, including signing and certifying SEC filings, coordinating with auditors and legal counsel, and providing strategic financial oversight.
• MACK Financial Solutions LLC will provide ongoing outsourced financial, accounting, and compliance services as requested by the company.
• The company will continue to pay monthly fees to Ms. Pullano and MACK for services rendered.

Key Dates

Recommendation

The filing addresses a necessary corporate action by appointing an interim CFO and securing outsourced financial services. This move ensures continuity in financial reporting and compliance, which is a positive for corporate governance. However, it does not introduce new strategic initiatives or financial performance data that would warrant a 'buy' or 'sell' recommendation. The part-time nature of the CFO role and reliance on a third-party, while common, present minor considerations. Therefore, a 'hold' recommendation is appropriate as this is a standard operational update without significant immediate impact on the company's fundamental value or outlook.

Keywords

SurgePays, SURG, CFO Appointment, Interim CFO, MACK Financial Solutions, Outsourced Finance, Financial Reporting, Corporate Governance, SEC Filing, Executive Change, Financial Services