Newsmax Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 21, 2025, the Board of Directors (the “Board”) of Newsmax Inc. (the “Company”) appointed David Gandler as a member of the Board to fill an existing vacancy, effective immediately.
Mr. Gandler will receive compensation for his service as a non-employee member of the Board as set forth in the Company’s Director Compensation Policy. In connection with his appointment as a non-employee director, Mr. Gandler will receive under the Company’s 2025 Omnibus Equity Incentive Plan (the “Plan”), a stock option award (the “Option Award”) to purchase a number of shares of the Company’s Class B Common Stock (“Class B Common Stock”) equal to One Hundred Seventy-Five Thousand Dollars ($175,000), divided by the Fair Market Value (as defined in the Plan) of a share of the Company’s Class B Common Stock on the date of grant. The exercise price of the Option Award shall be equal to the Fair Market Value of a share of the Company’s Class B Common Stock on the date of grant. The Option Award will vest in full on the twelve (12) month anniversary of the date of grant, subject to Mr. Gandler’s continued provision of services through such date. The Option Award will be subject to the terms and conditions of the Plan and the Newsmax Inc. Stock Option Grant Notice and Option Agreement pursuant to which the Option Award is granted.
There are no arrangements or understandings between Mr. Gandler and any other person pursuant to which he was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Gandler has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Gandler executed the Company’s standard form of indemnification agreement for directors, a copy of which was filed as Exhibit 6.7 to the Company’s Offering Statement on Form 1-A filed with the SEC on February 7, 2025.
Item 7.01 - Regulation FD Disclosure
On August 21, 2025, the Company issued a press release announcing the appointment of Mr. Gandler as a member of the Board, as described in Item 5.02 above. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 disclosure, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 21, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 22, 2025
| Newsmax Inc. | ||
| By: | /s/ Darryle Burnham | |
| Name: | Darryle Burnham | |
| Title: | Chief Financial Officer | |
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