As filed with the Securities and Exchange Commission April 4, 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:

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 121,288,655 Shares of Class B Common Stock

Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of 121,288,655 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) 81,449,358 shares of Class B Common Stock, (ii) 600,000 shares of Class B Common Stock issuable upon the exercise of certain warrants (the “Warrants”), and (iii) 39,239,297 shares of Class B Common Stock issuable upon the conversion of 39,239,297 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”).

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale by the Selling Stockholders.

The Selling Stockholders may sell or otherwise dispose of the Class B Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Class B Common Stock covered by this prospectus in the section entitled “Plan of Distribution” beginning on page 206. Certain of the Selling Stockholders may be broker-dealers or affiliated with a broker-dealer and therefore may be deemed to be an “underwriter” as that term is defined in Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). See “Plan of Distribution”. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Class B Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class B Common Stock with the Securities and Exchange Commission (the “SEC”).

Our Class B Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “NMAX”. On April 3, 2025, the closing price as reported on the NYSE was $62.12 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

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption “Selling Stockholders,” from time to time, of up to an aggregate of 121,288,655 shares of Class B Common Stock. We are not selling any shares of Class B Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Class B Common Stock offered hereby by the Selling Stockholders.

You should rely only on the information provided in this prospectus, including any documents incorporated by reference. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus, including any documents incorporated by reference, in its entirety before making an investment decision.

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

The Selling Stockholders may sell a substantial number of shares of our Class B Common Stock pursuant to this offering, which could cause the price of our Class B Common Stock to decline.

In this offering, the Selling Stockholders are offering shares of Class B Common Stock. The existence of the potential additional shares of our Class B Common Stock in the public market, or the perception that such additional shares may be in the market, could adversely affect the price of our Class B Common Stock. We cannot predict the effect, if any, that market sales of those shares of Class B Common Stock or the availability of those shares of Class B Common Stock for sale will have on the market price of our Class B Common Stock.

Sales of a substantial number of our shares of Class B Common Stock in the public markets, or the perception that such sales could occur, could cause our stock price to fall.

We may issue and sell additional shares of Class B Common Stock in the public markets. As a result, a substantial number of our shares of Class B Common Stock may be sold in the public market. Sales of a substantial number of our shares of Class B Common Stock in the public markets or the perception that such sales could occur, could depress the market price of our Class B Common Stock and impair our ability to raise capital through the sale of additional equity securities.

You may experience future dilution as a result of future equity offerings. 

In order to raise additional capital, we may in the future offer additional shares of our Class B Common Stock or other securities convertible into or exchangeable for our Class B Common Stock at prices that may not be the same as the price per share in this offering. 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 any investors in this offering, and 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 Class B Common Stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering.

Neither we nor the Selling Stockholders have authorized any other party to provide you with information concerning us or this offering.

You should carefully evaluate all of the information in this prospectus. We may receive media coverage regarding our Company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. Neither we nor the Selling Stockholders have authorized any other party to provide you with information concerning us or this offering, and recipients should not rely on this information.

SHARES OFFERED FOR RESALE

Private Placement

On February 27, 2025, the Company completed an offering of our Series B Preferred Stock in a private placement (the “Private Placement”) pursuant to Regulation D of the Securities Act. Under the Private Placement, the Company sold 45,000 shares of its Series B Preferred Stock, resulting in net proceeds to the Company of approximately $207 million. On March 28, 2025, all shares of Series B Preferred Stock automatically converted into shares of Class B Common Stock (the “Conversion”). 81,449,358 shares of Class B Common Stock registered for resale pursuant to this prospectus were issued to the Selling Stockholders upon the Conversion.

Warrants

In connection with the Private Placement, the Company issued the Warrants to Digital Offering, LLC, as placement agent for the Private Placement, exercisable for 600,000 shares of Class B Common Stock with an exercise price per share of $12.50. The Warrants are currently exercisable and have a term of three years from the date of issuance. 600,000 shares of Class B Stock registered for resale pursuant to this prospectus are issuable upon the exercise of the Warrants.

Class A Common Stock

39,239,297 shares of Class B Common Stock registered for resale pursuant to this prospectus are issuable to the Christopher Ruddy Revocable Trust dated October 12, 2007 (the “Trust”) upon the conversion of 39,239,297 shares of Class A Common Stock. Christopher Ruddy, our Chief Executive Officer and director is the trustee of the Trust and is deemed to beneficially own the shares of Class A Common Stock owned by the Trust and has sole voting and dispositive powers over its shares of Class A Common Stock. Each share of Class A Common Stock is convertible into one fully paid and nonassessable share of Class B Common Stock at the option of the holder at any time upon written notice to the Company.

SELLING STOCKHOLDERS

This prospectus relates to the resale by the Selling Stockholders from time to time of up to 121,288,655 shares of Class B Common Stock, consisting of (i) 81,449,358 shares of Class B Common Stock, (ii) 600,000 shares of Class B Common Stock issuable upon exercise of the Warrants, and (iii) 39,239,297 shares of Class B Common Stock issuable upon the conversion of 39,239,297 shares of Class A Common Stock. The Selling Stockholders may from time to time offer and sell any or all of the Class B Common Stock set forth below pursuant to this prospectus. When we refer to the “Selling Stockholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Stockholders’ interest in the Class B Common Stock other than through a public sale.

For additional information regarding the issuance of these securities, see “Shares Offered for Resale” on page 6 of this prospectus.

The following table sets forth, as of the date of this prospectus, the names of the Selling Stockholders, the aggregate number of shares of Class B Common Stock held by each Selling Stockholder immediately prior to the sale of the Class B Common Stock in this offering, the number of Class B Common Stock that may be sold by each Selling Stockholder under this prospectus and the number of shares of Class B Common Stock that each Selling Stockholder will beneficially own after this offering.

We cannot advise you as to whether the Selling Stockholders will in fact sell any or all of such Class B Common Stock. In addition, the Selling Stockholders may sell, transfer or otherwise dispose of, at any time and from time to time, the Class B Common Stock in transactions exempt from the registration requirements of the Securities Act.

Beneficial ownership is determined in accordance with the rules of the SEC. Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days of April 3, 2025 through the exercise of options or warrants or conversion of preferred stock or convertible debt. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. To our knowledge, subject to community property laws where applicable, each person named in the table has sole voting and investment power with respect to the shares of Class B Common Stock shown as beneficially owned by such Selling Stockholder, except as otherwise indicated in the footnotes to the table.

The Selling Stockholders have had no material relationship with us within the past three years other than as described in the footnotes to the table below or as a result of their acquisition of our shares or other securities.