UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company
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 pursuant to Section 13(a) of the Exchange Act.
Item 1.01 – Entry into a Material Definitive Agreement
On March 7, 2025, Newsmax Inc. (the “Company”) entered into a Selling Agency Agreement (the “Selling Agency Agreement”) with Digital Offering, LLC, as selling agent (the “Agent”), to sell up to 7,500,000 shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Shares”) at a purchase price of $10.00 per share through a best-efforts offering (the “Offering”) pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). The Shares were offered pursuant to the Company’s offering statement on Form 1-A (the “Offering Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2025 and initially qualified by the SEC on March 7, 2025.
On March 28, 2025, the Company completed the Offering and sold an aggregate of 7,500,000 Shares, resulting in aggregate gross proceeds of $75,000,000, before deducting Agent commissions and other expenses.
Item 3.02 – Unregistered Sales of Equity Securities
See Item 1.01 above.
Item 8.01 - Other Events
On March 28, 2025, the Company issued a press release announcing the completion of the Offering and the anticipated start of trading of its Class B Common stock on The New York Stock Exchange. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Selling Agency Agreement, dated March 7, 2025, between the Company and Digital Offering, LLC | |
| 99.1 | Press Release, dated March 28, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
-1-
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: March 28, 2025
| Newsmax Inc. | ||
| By: | /s/ Darryle Burnham | |
| Name: | Darryle Burnham | |
| Title: | Chief Financial Officer | |
-2-