Newsmax Inc.

S-11 ea0237903-s1_newsmax.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission April 16, 2025

Registration Statement No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEWSMAX INC.

(Exact name of registrant as specified in its charter)

750 Park of Commerce Drive, Suite 100

Boca Raton, Florida 33487

**(561) 686-1165

**(Address and telephone number of registrant’s principal executive offices)

Christopher Ruddy

Newsmax, Inc.

Chief Executive Officer

750 Park of Commerce Drive, Suite 100

Boca Raton, Florida 33487

**(561) 686-1165

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ariel Yehezkel, Esq. Alexander M. Schwartz, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Tel: (212) 653-8700

Fax: (212) 653-8701

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

NEWSMAX, INC.

Up to 25,633,636 Shares of Class B Common Stock

This prospectus relates to the resale from time to time of up to 25,633,636 shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”) of Newsmax, Inc. (the “Company,” “we,” “us” or “our”), consisting of (i) 25,624,912 shares of Class B Common Stock, by YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Selling Stockholder” or “Yorkville”) and (ii) 8,724 shares of Class B Common Stock issued to Yorkville as Commitment Shares (as hereinafter defined). The shares being offered by this prospectus consist of shares of Class B Common Stock that we have issued or that we may, in our discretion, elect to issue and sell to the Selling Stockholder, from time to time, pursuant to a standby equity purchase agreement we entered into with the Selling Stockholder on April 4, 2025 (the “Purchase Agreement”), pursuant to which the Selling Stockholder has committed to purchase from us, at our direction, up to $1,200,000,000 of Class B Common Stock, subject to terms and conditions specified in the Purchase Agreement. As consideration for the Selling Stockholder’s irrevocable commitment to purchase shares of our common stock at our election and in our discretion from time to time after the date of the Purchase Agreement and prior to the second anniversary of the Purchase Agreement, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, we have issued to the Selling Stockholder 8,724 shares of Class B Common Stock pursuant to the terms of the Purchase Agreement (the “Commitment Shares”).

Unless the Company obtains stockholder approval under Section 312.03 of the NYSE Listed Company Manual, the Company may not effect any sales under the Purchase Agreement to the extent that after giving effect to such sale the aggregate number of shares of Class B Common Stock issued under the Purchase Agreement together with any shares of Class B Common Stock issued in connection with any other transactions that may be considered part of the same series of transactions, where the number of shares issued would exceed the number of shares representing 19.99% of our outstanding common stock (including our Class A common stock on an as converted basis) (the “Exchange Cap”), subject to certain limited exceptions.

The resale of our Class B Common Stock being offered by the Selling Stockholder pursuant to this prospectus, or the perception that these sales could occur, could result in a decline in the public trading price of our common stock. We provide more information about how the Selling Stockholder may sell or otherwise dispose of the shares of our Class B Common Stock in the section entitled “Plan of Distribution.” We will bear all costs, expenses, and fees in connection with the registration of the shares of Class B Common Stock offered hereby. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its sales of the shares of Class B Common Stock offered hereby. Though we have been advised by Yorkville and Yorkville represents in the Purchase Agreement, that Yorkville is purchasing the Shares for its own account, for investment purposes in which it takes investment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws, Yorkville is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act and any profits on the sales of shares of our Class B Common Stock by Yorkville and any discounts, commissions or concessions received by Yorkville are deemed to be underwriting discounts and commissions under the Securities Act. See the section of this prospectus entitled “Committed Equity Financing” for a description of the Purchase Agreement and the section entitled “Selling Stockholder” for additional information regarding the Selling Stockholder.

Our Class B Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “NMAX”. On April 15, 2025, the closing price as reported on the NYSE was $26.14 per share.

We are an “emerging growth company” and “smaller reporting company” under the federal securities laws and, as such, are subject to reduced public company reporting requirements.

We are a “controlled company” within the meaning of the corporate governance rules of the NYSE, and are therefore permitted to elect not to comply with certain corporate governance requirements thereunder.

Investing in our Class B Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus before making a decision to purchase our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

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