Surge Holdings, Inc. (OTCQB: SURG), a Memphis-based Technology, Telecom and Blockchain FinTech Software company issued the following comment on certain stock promotion activities by third parties:
It has come to the attention of management of Surge Holdings, Inc. (the “Company”) that various third parties have been distributing promotional materials through e-mails and other channels which are ostensibly designed to promote the stock of the Company. The Company has played no role in the dissemination of these communications. While the Company became aware of sporadic third-party promotional activity in late-November 2018, communication received from OTC Markets on February 15, 2019 revealed that these third-party promotional activities have recently accelerated and that the number of third parties engaged in these activities have increased.
While it is difficult to accurately access the effect of the unauthorized promotional activity on the trading in the Company’s stock, we do note that there was a significant spike in trading volume during the period January 4, 2019 through January 9, 2019 which resulted in an increase in the closing price of the Company’s stock from $0.46 on January 3, 2019 to $0.55 on January 9, 2019, with the stock price hitting a high of $0.68 during this period. In the view of the Company’s management, there has been no unusual trading in the Company’s stock since January 9, 2019 and the stock closed at $0.45 on February 15, 2019.
The Company is aware of at least three identical e-mail reports which were published by at least three purported stock promoter, all of which primarily reference a report published by SeekingAlpha.com and Goldman Small Cap Research. These reports contained revenue and stock price projections which are not endorsed by the Company. Neither the Company, nor any of its officers were involved, directly or indirectly, with the creation, distribution, or payment for the promotional materials and the Company had no editorial control over the content of the reports. The Company did enter into a Consulting Agreement with Omnivance Advisors, Inc. dated November 1, 2017 to provide investor relations services, however, that agreement had been terminated prior to the time the above-referenced third-party communications took place. The Company also entered into an agreement with Goldman Small Cap Research in June 2018 which engaged Goldman to do a research report on the Company.
While the promotional materials do contain certain information which appear to have been derived from filings made by the Company with the U.S. Securities and Exchange Commission, the projections contained in the materials have no material basis in fact or otherwise, and therefore could be materially false and/or misleading. Investors are cautioned to rely only on reports filed by the Company with the U.S. Securities and Exchange Commission or press releases published by the Company in making investment decisions related to the Company’s stock.
After diligent inquiry of Company management, directors and control persons, the Company does not believe that any of its officers, directors, any controlling shareholders (defined as shareholders owning 10% or more of the company’s securities), or any third-party service providers have, directly or indirectly, been involved in any way (including payment of a third-party) with the creation, distribution, or payment of promotional materials related to the Company and its stock. Further, after diligent inquiry of Company management, directors, control persons, and any third-party service providers, the Company believes that none of its officers, directors, any controlling shareholders, or any third-party service providers have sold or purchased the Company’s securities within the past 90 days.
The following is a list of third party providers engaged by the company to provide investor relations services, investment research, public relations services, marketing, or other related services including the promotion of the Company or its securities in the last twelve months:
Omnivance Advisors, Inc.
6540 Lusk Blvd., Suite C239
San Diego, CA 92121
Goldman Small Cap Research
1498 Reisterstown Road
Baltimore Maryland 21208
At no time has the Company issued shares or convertible instruments allowing conversion to equity securities at prices constituting a discount to the then-current market rate at the time of the issuance.