SEC Form 424B3 filed by Newsmax Inc.

Filed Pursuant to Rule 424(b)(3)

File No. 333-286582

PROSPECTUS

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 June 3, 2025, the closing price as reported on the NYSE was $18.67 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 6 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 June 4, 2025

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

We may provide a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus or incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus, including any documents incorporated by reference, and any applicable prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part together with the additional information to which we refer you in the section of this prospectus titled “Where You Can Find More Information.”

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents incorporated by reference herein and therein, contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this prospectus and the documents incorporated by reference herein and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions. The forward-looking events discussed in this prospectus and other statements made from time to time by us or our representatives might not occur.

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this prospectus describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

Our businesses may be affected by, among other things, the following:

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus.

We have not authorized anyone to provide information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our Class B Common Stock means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful.

RISK FACTORS

Investing in our securities involves a high degree of risk. In addition to the other information included or incorporated by reference in this prospectus, you should carefully consider the risks described below and in the section titled “Risk Factors” in our Annual Report on Form 10-K for our most recent fiscal year filed with the SEC, any amendment or updates thereto reflected in subsequent filings with the SEC, and in other reports we file with the SEC that are incorporated by reference herein, before making an investment decision. The following risks are presented as of the date of this prospectus and we expect that these will be updated from time to time in our periodic and current reports filed with the SEC, which will be incorporated herein by reference. Please refer to these subsequent reports for additional information relating to the risks associated with investing in our securities.

The risks and uncertainties described therein and below could materially adversely affect our business, operating results and financial condition, as well as cause the value of our securities to decline. You may lose all or part of your investment as a result. You should also refer to the other information contained in this prospectus, or incorporated by reference, including our financial statements and the notes to those statements, and the information set forth under the caption “Cautionary Statements Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward-looking statements included in this prospectus are based on information available to us on the date hereof, and all forward-looking statements in documents incorporated by reference are based on information available to us as of the date of such documents. We disclaim any intent to update any forward-looking statements. The risks described below and contained in our Annual Report on Form 10-K and in our other periodic reports are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business operations.

Risks Related to this Offering

It is not possible to predict the actual number of shares we will sell to the Selling Stockholder under the Purchase Agreement, or the actual gross proceeds resulting from those sales. We may not have access to the full amount available under the Purchase Agreement.

On April 4, 2025, we entered into the Purchase Agreement with the Selling Stockholder, pursuant to which the Selling Stockholder committed to purchase up to $1,200,000,000 in shares of our Class B Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The shares of our Class B Common Stock that may be issued under the Purchase Agreement may be sold by us to the Selling Stockholder at our discretion, from time to time, over a 24-month period commencing on the date of the Purchase Agreement. We generally have the right to control the timing and amount of any sales of our shares of our common stock to the Selling Stockholder under the Purchase Agreement. Sales of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement will depend upon market conditions as well as other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all or a portion of the shares of our common stock that may be available pursuant to the Purchase Agreement, or decide to terminate the Purchase Agreement or not sell to the Selling Stockholder any shares of our Class B Common Stock that may be available for us to sell to the Selling Stockholder thereunder.

Because the purchase price per share to be paid by the Selling Stockholder for the shares of our Class B Common Stock that we may elect to sell to the Selling Stockholder under the Purchase Agreement will fluctuate based on the market prices of our Class B Common Stock during the applicable pricing period for each purchase, it is not possible for us to predict, as of the date of this prospectus, the number of shares of our Class B Common Stock that we will sell to the Selling Stockholder under the Purchase Agreement, the purchase price per share that the Selling Stockholder will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by the Selling Stockholder under the Purchase Agreement.

Although the Purchase Agreement provides that we may sell up to an aggregate of $1,200,000,000 of our Class B Common Stock to the Selling Stockholder, only 25,624,912 shares of our Class B Common Stock that may be issued to the Selling Stockholder under the Purchase Agreement are being registered for resale by the Selling Stockholder under the registration statement that includes this prospectus.

If we elect to sell to the Selling Stockholder all of the 25,624,912 shares of our Class B Common Stock being registered for resale by the Selling Stockholder in the registration statement that includes this prospectus, depending on the market prices of our Class B Common Stock during the applicable pricing period for each purchase made pursuant to the Purchase Agreement, the actual gross proceeds from the sale of all such shares may be substantially less than the $1,200,000,000 total commitment originally available to us under the Purchase Agreement.

For illustrative purposes, if we were to sell all the shares registered herein to the Selling Stockholder at the closing trade price of our Class B Common Stock on April 15, 2025, which was $26.14 per share, the Company would receive gross proceeds of approximately $669.8 million. Net proceeds received by the Company would be subject to applicable minor discounts and the purchase price elections as described further in this prospectus in the section entitled “Committed Equity Financing.”

If it becomes necessary for us to issue and sell to the Selling Stockholder under the Purchase Agreement more than the 25,624,912 shares being registered for resale under the registration statement that includes this prospectus, in order to receive aggregate gross proceeds equal to the total commitment of $1,200,000,000 under the Purchase Agreement, we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our Class B Common Stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective. We will need to obtain stockholder approval to issue shares of our Class B Common Stock in excess of the Exchange Cap under the Purchase Agreement in accordance with the NYSE listing rules, unless otherwise allowable under NYSE rules. In addition, the Selling Stockholder will not be required to purchase any shares of our Class B Common Stock if such sale would result in the Selling Stockholder’s beneficial ownership exceeding 4.99% of the then-outstanding voting power or number of shares of our Class B Common Stock.

Pursuant to the Purchase Agreement, we may sell to Yorkville up to $1,200,000,000 of our Class B Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement. We are only registering 25,633,636 shares of our Class B Common Stock for resale by Yorkville under this prospectus. The number of shares of our Class B Common Stock ultimately offered for resale by Yorkville is dependent upon the number of shares of our Class B Common Stock we ultimately sell to Yorkville under the Purchase Agreement. See the section entitled “Committed Equity Financing” for more information. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the Selling Stockholder. If and when we do elect to sell shares of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all or a portion of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares.

Future sales and issuances of our Class B Common Stock or other securities might result in significant dilution to our existing stockholders and could cause the price of our Class B Common Stock to decline.

To raise capital, we may sell our Class B Common Stock, convertible securities or other equity securities in one or more transactions other than those contemplated by the Purchase Agreement, at prices and in a manner we determine from time to time. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by the Selling Stockholder, and the Selling Stockholder or investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Class B Common Stock, or securities convertible or exchangeable into our Class B Common Stock, in future transactions may be higher or lower than the price per share paid by the Selling Stockholder. Any sales of additional shares, including securities of notes convertible into Class B Common Stock or warrants or other securities to purchase Class B Common Stock, will dilute the interests of our existing stockholders.

Sales of a substantial number of shares of our Class B Common Stock in the public market or the perception that these sales might occur could depress the market price of our Class B Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our Class B Common Stock. In addition, the sale of substantial amounts of our Class B Common Stock could adversely impact its price.

Our management team will have broad discretion as to the use of the proceeds from our sale of Class B Common Stock to the Selling Stockholder under the Purchase Agreement, and such uses may not improve our financial condition or market value.

Our management will have broad discretion as to the application of such net proceeds for working capital purposes and could use them for purposes other than those contemplated hereby. Our management may use the net proceeds for corporate purposes that may not improve our financial condition or advance our business objectives. The failure of our management team to use such proceeds effectively could have a material adverse effect on our business, financial condition and results of operations.

The market price of our Class B Common Stock has been extremely volatile and may continue to be volatile due to numerous circumstances beyond our control.

The market price of our Class B Common Stock has fluctuated, and may continue to fluctuate, widely, due to many factors, some of which may be beyond our control. These factors include, without limitation:

These broad market fluctuations may adversely affect the trading price of our Class B Common Stock. These and other external factors have caused and may continue to cause the market price and demand for our Class B Common Stock to fluctuate substantially, which may limit or prevent our stockholders from readily selling their shares of our Class B Common Stock and may otherwise negatively affect the liquidity of our Class B Common Stock.

A “short squeeze” due to a sudden increase in demand for shares of our Class B Common Stock that largely exceeds supply has led to, and may continue to lead to, extreme price volatility in shares of our Class B Common Stock.

Investors may purchase shares of our Class B Common Stock to hedge existing exposure or to speculate on the price of our Class B Common Stock. Speculation on the price of our Class B Common Stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our Class B Common Stock available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares of our Class B Common Stock for delivery to lenders of our Class B Common Stock. Those repurchases may in turn, dramatically increase the price of shares of our Class B Common Stock until additional shares of our Class B Common Stock are available for trading or borrowing. This is often referred to as a “short squeeze.”

Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate.

We have received, and may continue to receive, a high degree of media coverage that is published or otherwise disseminated by third parties, including blogs, articles, message boards and social and other media. This includes coverage that is not attributable to statements made by our officers or associates. Information provided by third parties may not be reliable or accurate and could materially impact the trading price of our Class B Common Stock which could cause stockholders to lose their investments.

COMMITTED EQUITY FINANCING

On April 4, 2025, we entered into the Purchase Agreement with the Selling Stockholder. Pursuant to the Purchase Agreement, we have the right, but not the obligation, to sell to the Selling Stockholder up to $1,200,000,000 of our Class B Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of shares of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement, and the timing of any such sales, are at our option. In accordance with our obligations under the Purchase Agreement, we have filed the registration statement of which this prospectus forms a part with the SEC to register under the Securities Act the resale by the Selling Stockholder of up to 25,633,636 shares of Class B Common Stock, consisting of 8,724 Commitment Shares that we issued to the Selling Stockholder as payment of a commitment fee for the Selling Stockholder’s obligations under the Purchase Agreement.

We do not have the right to commence any sales of shares of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement until the date on which all of the conditions to the Selling Stockholder’s purchase obligation set forth in the Purchase Agreement have been satisfied, including that the registration statement of which this prospectus forms a part be declared effective by the SEC and the final form of this prospectus is filed with the SEC. Upon the satisfaction of the conditions to the Selling Stockholder’s purchase obligation set forth in the Purchase Agreement, we may, from time to time, until the 24-month anniversary of the date of the Purchase Agreement, direct the Selling Stockholder to purchase a specified amount of shares of our Class B Common Stock (each such sale, an “Advance”) by delivering written notice to the Selling Stockholder (each, an “Advance Notice”).

The per share subscription price the Selling Stockholder will pay for the shares of our Class B Common Stock will be either of the following, at our election:

(i) 97% of the VWAP (as defined below) during the pricing period commencing upon receipt by the Selling Stockholder of an Advance Notice (or the next trading day if received after the close of the market) and terminating at the close of market on such day; or

(ii) 97.25% of the lowest daily VWAP during the three consecutive trading days commencing on (x) the trading day the Advance Notice is received by the Selling Stockholder if received prior to 9:30 AM eastern time, or (y) the immediately succeeding trading day if received after 9:30 AM eastern time.

“VWAP” means, for any trading day or specified period, the daily volume weighted average price of our Class B Common Stock for such period on the NYSE as reported by Bloomberg L.P. There is no upper limit on the subscription price per share that the Selling Stockholder could be obligated to pay for the shares of our Class B Common Stock.

In the case of the election pursuant to clause (i), if the total number of shares of Class B Common Stock traded during the pricing period is less than the Volume Threshold, then the number of shares of Class B Common Stock issued and sold pursuant to such Advance Notice will be reduced to the greater of (A) 30% of the trading volume during such pricing period and (B) the number of shares of Class B Common Stock sold by the Selling Stockholder during the pricing period. The “Volume Threshold” is equal to the number of shares of Class B Common Stock requested by us in the Advance divided by 0.30.

In the case of the election pursuant to clause (ii), we may set a minimum price, and if the VWAP on any trading day during the three-day pricing period is below such minimum price, then for each such trading day, the requested Advance amount will be reduced by an amount equal to 33% of the original amount requested in the Advance and such day will not be factored in to the determination of the price paid by the Selling Stockholder. Notwithstanding the foregoing, the Purchase Agreement permits the Selling Stockholder to sell shares of Class B Common Stock on a day in which the VWAP is below the minimum price set by us, but the Selling Stockholder must pay us 97.25% of such minimum price set by us multiplied by the number of shares of Class B Common Stock sold.

We will control the timing and amount of any sales of shares of Class B Common Stock to the Selling Stockholder. Actual sales of shares of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, which may include, among other things, market conditions, the trading price of our Class B Common Stock Common Stock and determinations by us as to the appropriate sources of funding for our business and operations.

The Selling Stockholder will not be obligated to subscribe to any shares of our Class B Common Stock under the Purchase Agreement which, when aggregated with all other shares then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Selling Stockholder and its affiliates to exceed 4.99% of the outstanding voting power or number of our Class B Common Stock.

The net proceeds under the Purchase Agreement to us will depend on the frequency and prices at which we sell shares of Class B Common Stock to the Selling Stockholder. We expect that any proceeds received by us from such sales to the Selling Stockholder will be used for working capital and general corporate purposes.

As consideration for the Selling Stockholder’s commitment to purchase shares of Class B Common Stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, we agreed to pay the Selling Stockholder, (i) a structuring fee in the amount of $25,000 and (ii) a commitment fee in the form of $500,000 of shares of Class B Common Stock (the “Commitment Shares”) based on the VWAP on the trading day prior to the date of the Purchase Agreement. We issued 8,724 Commitment Shares to the Selling Stockholder following execution of the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

We will not effect any sales under the Purchase Agreement and the Selling Stockholder will not have any obligation to purchase shares of Class B Common Stock under the Purchase Agreement to the extent that after giving effect to such purchase and 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 Exchange Cap representing 19.99% of our outstanding common stock (including our Class A common stock on as-converted basis). Thus, we may not have access to the right to sell the full $1,200,000,000 shares of Class B Common Stock to the Selling Stockholder.

We do not know what the subscription price for the shares of Class B Common Stock will be and therefore cannot be certain as to the number of shares of Class B Common Stock we might issue to the Selling Stockholder under the Purchase Agreement.

There are substantial risks to stockholders as a result of the sale and issuance of shares of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement. These risks include the potential for substantial dilution and significant declines in the share price of our securities. See “Risk Factors” beginning on page 6 of this prospectus and in the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Advances of Shares Under the Purchase Agreement

Advances

We have the right, but not the obligation, from time to time at our discretion, and up to an aggregate subscription amount of $1,200,000,000, to direct the Selling Stockholder to Advance a specified maximum amount of shares by delivering an Advance Notice on any trading day. Each Advance may be up to such amount as is equal to 100% of the average daily volume traded of our Class B Common Stock during the 5 trading days immediately prior to the date we request each Advance.

Conditions to Each Advance

The Selling Stockholder’s obligation to accept Advance Notices that are timely delivered by us under the Purchase Agreement and to purchase shares in Advances under the Purchase Agreement, is subject to the satisfaction, at the applicable date of delivery of an Advance Notice, of certain conditions, including:

Termination of the Purchase Agreement

Unless earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur of:

We also have the right to terminate the Purchase Agreement at any time, at no cost or penalty, upon five (5) trading days’ prior written notice to the Selling Stockholder, provided that there are no outstanding Advance Notices under which we are to issue shares.

We and the Selling Stockholder may also agree to terminate the Purchase Agreement by mutual written consent. Neither we nor the Selling Stockholder may assign or transfer their respective rights and obligations under the Purchase Agreement, and no provision of the Purchase Agreement may be modified or waived by us or the Selling Stockholder other than by an instrument in writing signed by both parties.

No Short-Selling by the Selling Stockholder

The Selling Stockholder has agreed that it and its affiliates will not engage in any short sales during the term of the Purchase Agreement with respect to the shares of Class B Common Stock. The Purchase Agreement stipulates that the Selling Stockholder may sell our shares of Class B Common Stock to be issued pursuant to an Advance Notice, following receipt of the Advance Notice, but prior to receiving such shares and may sell other shares of Class B Common Stock acquired pursuant to the Purchase Agreement that the Selling Stockholder has continuously held from a prior date of acquisition.

Effect of Sales of Shares of Class B Common Stock under the Purchase Agreement on Stockholders

All shares of Class B Common Stock that may be issued or sold by us to the Selling Stockholder under the Purchase Agreement, when registered under the Securities Act for resale by the Selling Stockholder in this offering are expected to be freely tradable. The shares of Class B Common Stock being registered for resale in this offering may be issued and sold by us to the Selling Stockholder from time to time at its discretion over the term of the Purchase Agreement. The resale by the Selling Stockholder of a significant amount of shares registered for resale at any given time, or the perception that such sales may occur, could cause the market price of our Class B Common Stock to decline and to be highly volatile. Sales of shares of our Class B Common Stock, if any, to the Selling Stockholder under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the shares of our Class B Common Stock that may be available to sell to the Selling Stockholder pursuant to the Purchase Agreement.

If and when we do elect to sell shares of our Class B Common Stock to the Selling Stockholder pursuant to the Purchase Agreement, the Selling Stockholder may resell all, some or none of such shares in its discretion and at different prices subject to the terms of the Purchase Agreement. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares. In addition, if we sell a substantial number of shares to the Selling Stockholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of the Purchase Agreement arrangement with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a desirable time and price.

Because the purchase price per share to be paid by the Selling Stockholder for the shares that we may elect to sell to the Selling Stockholder under the Purchase Agreement, if any, will fluctuate based on the market prices of our Class B Common Stock during the applicable Pricing Period (as defined in the Purchase Agreement), as of the date of this prospectus, we cannot reliably predict the number of shares of Class B Common Stock that we will sell to the Selling Stockholder under the Purchase Agreement, the actual purchase price per share of Class B Common Stock to be paid by the Selling Stockholder for those shares, or the actual gross proceeds to be raised by us from those sales, if any. For illustrative purposes, if we were to sell all the shares registered herein to the Selling Stockholder at the closing trade price of our Class B Common Stock on April 15, 2025, which was $26.14 per share, the Company would receive gross proceeds of approximately $669.8 million. Net proceeds received by the Company would be subject to applicable minor discounts and the purchase price elections as further described above.

The issuance, if any, of shares of our Class B Common Stock to the Selling Stockholder pursuant to the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders would be diluted. Although the number of shares that existing stockholders own would not decrease as a result of sales, if any, under the Purchase Agreement, the shares owned by our existing stockholders would represent a smaller percentage of our total outstanding Class B Common Stock after any such issuance.

SELLING STOCKHOLDER

This prospectus relates to the offer and sale by the Selling Stockholder of up to 25,633,636 shares of Class B Common Stock that have been and may be issued by us to the Selling Stockholder under the Purchase Agreement. For additional information regarding the shares of Class B Common Stock being offered by this prospectus, see the section entitled “Committed Equity Financing” above. We are registering the shares of Class B Common Stock being offered by this prospectus pursuant to the provisions of the Purchase Agreement we entered into with the Selling Stockholder on April 4, 2025 in order to permit the Selling Stockholder to offer such shares for resale from time to time. Except for the transactions contemplated by the Purchase Agreement, and as set forth in the section entitled “Plan of Distribution” in this prospectus, the Selling Stockholder has not had any material relationship with us within the past three years. As used in this prospectus, the term “Selling Stockholder” means YA II PN, Ltd., a Cayman Islands exempt limited partnership, and the pledgees, donees, transferees, assignees, successors, designees, and others who later come to hold any of the Selling Stockholder’s interest in the Class B Common Stock other than through a public sale.

The table below presents information regarding the Selling Stockholder and the shares of Class B Common Stock that may be resold by the Selling Stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder, and reflects holdings as of June 3, 2025. The number of shares in the column entitled “Maximum Number of Shares of Class B Common Stock to be Offered” represents all of the shares of Class B Common Stock being offered for resale by the Selling Stockholder under this prospectus. The Selling Stockholder may sell some, all, or none of the shares being offered for resale in this offering. We do not know how long the Selling Stockholder will hold the shares before selling them, and we are not aware of any existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares of our Class B Common Stock being offered for resale by this prospectus.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes shares of Class B Common Stock with respect to which the Selling Stockholder has sole or shared voting and investment power. The percentage of shares of Class B Common Stock beneficially owned by the Selling Stockholder prior to the offering shown in the table below is based on an aggregate of 89,649,477 shares of our Class B Common Stock outstanding on June 3, 2025. Because the purchase price to be paid by the Selling Stockholder for shares of Class B Common Stock, if any, that we may elect to sell to the Selling Stockholder in one or more Advances from time to time under the Purchase Agreement will be determined on the applicable Advance Dates for such Advances, the actual number of shares of Class B Common Stock that we may sell to the Selling Stockholder under the Purchase Agreement may be fewer than the number of shares being offered for resale under this prospectus. The fourth column in the table below assumes the resale by the Selling Stockholder of all of the shares of Class B Common Stock being offered for resale pursuant to this prospectus.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the Selling Stockholder has sole voting and investment power with respect to all shares of Class B Common Stock that it beneficially owns, subject to applicable community property laws. Except as otherwise described below, based on the information provided to us by the Selling Stockholder, the Selling Stockholder is not a broker-dealer or an affiliate of a broker-dealer.

USE OF PROCEEDS

This prospectus relates to shares of our Class B Common Stock that may be offered and sold from time to time by the Selling Stockholder. All of the Class B Common Stock offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder for its own account. We will not receive any of the proceeds from these sales. We may receive up to $1,200,000,000 aggregate of gross proceeds under the Purchase Agreement from any sales we make to the Selling Stockholder pursuant to the Purchase Agreement. See “Plan of Distribution” elsewhere in this prospectus for more information.

We expect to use any proceeds that we receive from sales, if any, under the Purchase Agreement, for working capital and general corporate purposes. The amounts and timing of these expenditures will depend on a number of factors, such as the status of our development efforts, sales and marketing activities and the amount of cash generated or used by our operations. As of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. Accordingly, we will retain broad discretion over the use of these proceeds. Pending our use of the net proceeds as described above, we intend to invest the net proceeds pursuant to the Purchase Agreement in interest-bearing, investment-grade instruments.

PLAN OF DISTRIBUTION

The shares of Class B Common Stock offered by this prospectus are being offered by the Selling Stockholder. The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. We will not receive any of the proceeds from the sale of the securities by the Selling Stockholder. We may receive up to $1,200,000,000 aggregate gross proceeds under the Purchase Agreement from any sales we make to the Selling Stockholder pursuant to the Purchase Agreement. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell shares of common stock to the Selling Stockholder after the date of this prospectus.

The sale of the shares of our Class B Common Stock offered by this prospectus could be effected in one or more of the following methods:

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

The Selling Stockholder has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our Class B Common Stock that it may acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then-current market price. Such registered broker-dealer may, in some circumstances (for instance if such registered broker-dealer’s involvement is not limited to receiving commission not in excess of the usual and customary distributors’ or sellers’ commissions), be considered to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder has informed us that each such broker-dealer may receive commissions from the Selling Stockholder for executing such sales for the Selling Stockholder and, if so, such commissions will not exceed customary brokerage commissions.

Brokers, dealers, underwriters, or agents participating in the distribution of the shares of our Class B Common Stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our Class B Common Stock sold by the Selling Stockholder may be less than or in excess of customary commissions. Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our Class B Common Stock sold by the Selling Stockholder.

We know of no existing arrangements between the Selling Stockholder or any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares of our Class B Common Stock offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement, or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Stockholder, including with respect to any compensation paid or payable by the Selling Stockholder to any brokers, dealers, underwriters, or agents that participate in the distribution of such shares by the Selling Stockholder, and any other related information required to be disclosed under the Securities Act.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our Class B Common Stock covered by this prospectus by the Selling Stockholder.

As consideration for its irrevocable commitment to purchase our Class B Common Stock under the Purchase Agreement, we have issued to the Selling Stockholder 8,724 shares of our Class B Common Stock as Commitment Shares upon execution of the Purchase Agreement. In addition, we have paid the Selling Stockholder a structuring fee of $25,000 in connection with the structuring and due diligence of the transactions by the Selling Stockholder under the Purchase Agreement.

On April 2, 2025, we entered into a financial advisory agreement (the “Advisory Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which we appointed Maxim to provide advisory services to us in connection with the transactions contemplated by the Purchase Agreement. Pursuant to the Advisory Agreement, we paid Maxim a cash fee of $175,000.

We also have agreed to indemnify the Selling Stockholder and certain other persons against certain liabilities in connection with the offering of shares of our Class B Common Stock offered hereby, including liabilities arising under the Securities Act, or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. The Selling Stockholder has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the Selling Stockholder specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

The Selling Stockholder has represented to us that at no time prior to the date of the Purchase Agreement has the Selling Stockholder or any entity managed or controlled by the Selling Stockholder engaged in or effected, in any manner whatsoever, directly or indirectly, for its own account or for the account of any of its affiliates, any short sale or any transaction that establishes a net short position with respect to our Class B Common Stock. The Selling Stockholder has agreed that, during the term of the Purchase Agreement, none of the Selling Stockholder, its officers, its sole member, or any entity managed or controlled by the Selling Stockholder will enter into or effect, directly or indirectly, any of the foregoing transactions for its own account or for the account of any other such person or entity.

We have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all shares of our Class B Common Stock offered by this prospectus have been sold by the Selling Stockholder.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

LEGAL MATTERS

Becker & Poliakoff, P.A., Fort Lauderdale, Florida, will pass upon the validity of the shares of our Class B Common Stock offered hereby.

EXPERTS

The consolidated financial statements of Newsmax Inc. as of December 31, 2024 and 2023 and for the years then ended incorporated by reference herein, have been so incorporated in reliance on the report of BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our securities, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement is this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. The registration statement and the documents referred to herein are also available on our website, Newsmax.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.

The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We incorporate by reference the documents listed below and any future documents that we file with the SEC (excluding any portion of such documents that are furnished and not filed with the SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) on and after the date of the initial filing of the registration statement of which this prospectus is a part prior to the effectiveness of the registration statement, (2) prior to the effectiveness of the registration statement of which this prospectus is a part, and (3) after the date of effectiveness of this prospectus until the offering of the underlying securities is terminated; provided, however, we are not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K:

Upon written or oral request, we will provide without charge to each person, including any beneficial owner, to whom a copy of the prospectus is delivered a copy of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference in this prospectus). You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Newsmax Inc., 750 Park of Commerce Drive, Suite 100, Boca Raton, Florida 33487. You may also access these documents on our website at IR.Newsmax.com.

Information on our website, including subsections, pages, or other subdivisions of our website, or any website linked to by content on our website, is not part of this prospectus and you should not rely on that information unless that information is also in this prospectus or incorporated by reference in this prospectus.

NEWSMAX INC.

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

PROSPECTUS

June 4, 2025