Newsmax Inc.

Current report

The following risk factor updates the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Except as set forth below and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, there have been no material changes to the risk factors disclosed in our Annual Report.

Current report

Risks Related to Being a Public Company

Current report

Our anticipated transition from non-accelerated filer status to accelerated filer status for our fiscal year end December 31, 2026 10-K will increase our disclosure, reporting, internal control and compliance obligations, require additional resources, and may adversely affect our ability to timely and accurately satisfy our public company reporting requirements.

Current report

We currently qualify as an emerging growth company and a non-accelerated filer and are eligible for certain scaled disclosure accommodations and longer filing deadlines. Based on the size of our public float at June 30, 2026 we expect that we may no longer qualify as a non-accelerated filer at December 31, 2026. As an accelerated filer we will be required to provide disclosures applicable to larger reporting companies. These may include additional financial statement periods and other expanded financial and nonfinancial disclosures. As an accelerated filer, we also will be subject to shorter deadlines for filing our periodic reports. Satisfying these requirements will require us to accelerate our financial close, consolidation, review, disclosure and certification processes while preparing more extensive disclosures.

Current report

The anticipated transition will increase demands on our accounting, finance, legal, information technology, internal audit and other personnel, as well as on our independent registered public accounting firm and external advisors. We expect to incur additional expenses to recruit and retain personnel with public company reporting and internal control expertise, enhance our financial reporting systems, formalize and document policies and procedures, expand management review and monitoring controls, perform additional testing, and support more extensive audit and disclosure committee procedures. These activities may divert management attention from operating and growing our business, and our expenditures may be greater than anticipated.

Previous report

The following risk updates the risk factors previously disclosed in our most recent Annual Report. Please refer to Part I, Item 1.A Risk Factors in our Annual Report for the year ended December 31, 2025 for other risks related to our business.

Previous report

Risks Relating to Legal and Regulatory Matters

Previous report

Our continued expansion into international markets through licensing arrangements exposes us to legal, regulatory, commercial, and reputational risks that could adversely affect our business, financial condition and results of operations.

Previous report

As we expand internationally through agreements that permit non-U.S. counterparties to distribute, market, or monetize our content and brand, we become increasingly exposed to laws, regulations and government actions in the jurisdictions in which those activities occur. These legal and regulatory regimes may govern, among other things, media and broadcast content, content quotas, censorship,advertising, consumer protection, privacy and data protection, intellectual property, sanctions, export controls, anti-corruption, taxes, currency transfers and local commercial practices. Such requirements may change rapidly, may be interpreted inconsistently by courts and regulators, and may be enforced unevenly or unpredictably, particularly in emerging markets where the legal and regulatory environment is less predictable.

Previous report

In addition, because we may rely on third-party licensees, distributors, agents or other counterparties in these markets, we may have limited ability to control or monitor full compliance with applicable local legal and regulatory requirements, contractual restrictions, contents, and brand standards and operational practices. If a foreign counterparty fails to maintain quality or integrity of our content, engages in unethical or illegal practices, or fails to comply with applicable law or with the terms of its arrangement with us, or if local law limits our ability to enforce our contractual or intellectual property rights, we could experience business interruptions, disputes, the inability of counterparties to meet minimum guarantee or other payment obligations, delayed payments, loss of expected revenues, impairment of valuable commercial relationships, brand or reputational harm, fines, penalties or other liabilities. Furthermore, the laws of some foreign jurisdictions do not protect intellectual property rights to the same extent as the laws of the United States, and inadequate protection of our intellectual property could allow third parties to exploit our content or brand without authorization.

Previous report

Additionally, new or changing laws, regulations or government policies in foreign jurisdictions could require us to modify, restrict or terminate certain international licensing activities, delay market entry, increase compliance, monitoring and enforcement costs, or make certain arrangements commercially impracticable. Any of these developments could materially adversely affect our business, financial condition and results of operations.