IPO - Newsmax Inc.

Form Type: S-1/A

Filing Date: 2025-05-23

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025046954

Filing Summary: Newsmax Inc. has filed Amendment No. 1 to its S-1 registration statement with the SEC regarding the offering of up to 25,633,636 shares of Class B Common Stock. This filing updates its prior registration statement and relates primarily to a standby equity purchase agreement with YA II PN, Ltd., which allows the selling stockholder to purchase up to $1.2 billion of Class B Common Stock at the company's discretion. The document outlines the company's background, operations, financial performance, and governance structure, emphasizing Newsmax's rapid growth in viewership and market position, alongside the risks associated with the equity offering and company operations. The offering is set to commence as soon as the registration statement is effective, and it includes information on stockholder equity and sales under specific market conditions, highlighting the company's status as an emerging growth and smaller reporting company.

Form Type: S-1/A

Filing Date: 2025-05-09

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025041557

Filing Summary: On May 9, 2025, Newsmax Inc. filed Amendment No. 1 to its Form S-1 registration statement as it prepares for an initial public offering (IPO) of up to 121,282,452 shares of its Class B Common Stock. The filing details that the shares are being offered by Selling Stockholders, with no proceeds going to the company from this sale. The operating company, Newsmax Media, is noted to be a broadcast and multi-platform content provider with significant viewership, particularly among older audiences. The document also discusses corporate reorganizations including a dual class structure for securities, where Class A shares will have ten votes per share, compared to one for Class B shares. The company plans to list its Class B Common Stock on NYSE under the symbol 'NMAX' and describes its recent growth and competitive standing in the media landscape, particularly in the context of viewer ratings compared to competitors. Risks associated with the offering are highlighted, including market competition, changing consumer behavior, and financial uncertainties. Overall, the filing outlines major corporate governance details and compliance as an emerging growth company under established SEC regulations.

Form Type: S-1

Filing Date: 2025-04-16

Corporate Action: Ipo

Type: New

Accession Number: 000121390025032602

Filing Summary: Newsmax Inc. is filing a registration statement with the SEC to offer up to 25,633,636 shares of Class B Common Stock, which includes shares from YA II PN, Ltd., the Selling Stockholder. This offer is part of a standby equity purchase agreement allowing the Selling Stockholder to purchase up to $1.2 billion worth of shares. The document notes that this offering follows a recent corporate reorganization where Newsmax Inc. was formed as a holding company for its operating company, Newsmax Media. The reorganization includes a forward stock split and a recapitalization of shares to establish a dual class of securities. The filing also emphasizes the company's position as an emerging growth entity and outlines various risks associated with the investment, including potential volatility in stock prices and competitive industry dynamics. Additionally, it indicates that the company is focused on increasing its market presence in the media sector, growing its audience which reportedly exceeds 40 million monthly viewers, and differentiating itself in a crowded market.

Form Type: S-1

Filing Date: 2025-04-04

Corporate Action: Ipo

Type: New

Accession Number: 000121390025029087

Filing Summary: On April 4, 2025, Newsmax Inc. filed a registration statement with the SEC on Form S-1 for the offering of up to 121,288,655 shares of its Class B Common Stock. This includes shares issuable upon the exercise of warrants and the conversion of Class A Common Stock. The offering is initiated by selling stockholders and will not raise proceeds for Newsmax. As an emerging growth company and smaller reporting company, Newsmax is subject to reduced reporting requirements. The filing includes a reclassification of shares and a forward stock split effective March 28, 2025, which affected its capital structure. Newsmax emphasizes its rapid growth and substantial viewership, particularly in the cable news sector, where it outperformed competitors in 2023 and early 2024. The company is also noted for its mixed-revenue model, incorporating media operations across various platforms. The offering is allowed under SEC regulations, and share trading is anticipated to commence on the NYSE.

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Ipo

Type: New

Accession Number: 000101376225003966

Filing Summary: On March 28, 2025, Newsmax Inc. completed a public offering of its Class B Common Stock, raising $75,000,000 through the sale of 7,500,000 shares at a price of $10.00 each. This offering was facilitated by a Selling Agency Agreement with Digital Offering, LLC, and was conducted in accordance with Regulation A under the Securities Act. The shares will begin trading on the New York Stock Exchange under the ticker symbol NMAX. The Offering Statement was initially filed with the SEC on February 7, 2025, and qualified on March 7, 2025. A press release was issued to announce the completion of the offering, which is included as an exhibit to this report.

Form Type: 253G1

Filing Date: 2025-03-27

Corporate Action: Ipo

Type: New

Accession Number: 000101376225003077

Filing Summary: Newsmax Inc. has filed an offering circular to offer up to 7,500,000 shares of Class B Common Stock at a price of $10.00 per share. The minimum investment required is 50 shares ($500), subject to company discretion. The offering is conducted on a 'best efforts' basis with a total maximum public offering amount of $75 million. Digital Offering, LLC will act as the lead selling agent. Upon successful offering closure, Newsmax Inc. intends to have its shares listed on the NYSE under the symbol 'NMAX'. Following this offering, ownership and voting rights will be split between Class A and Class B shares, with Christopher Ruddy, CEO, retaining significant voting control. This offering also follows a recent private placement of Series B Preferred Stock that raised approximately $206.66 million. The document outlines various risks associated with the investment, including potential for loss of investment and absence of trading history for the shares being offered. The organization aims to be a controlled company under NYSE rules, availing itself of corporate governance exemptions.

Form Type: 1-A POS

Filing Date: 2025-03-19

Corporate Action: Ipo

Type: New

Accession Number: 000121390025024984

Filing Summary: Newsmax Inc. filed a Form 1-A POS on March 19, 2025, to register their offering of Class A Common Stock, Series A Preferred Stock, Series B Convertible Preferred Stock, and other classes. The total offering includes $225,000,000 in cash proceeds, specifically through the sale of securities to accredited investors under Rule 506(c) of Regulation D. The document highlights the involvement of BDO USA, P.C, and law firms such as Sheppard Mullin Richter & Hampton LLP in the transaction. The company is based in Boca Raton, FL, and provides detailed financial projections, including various types of common and preferred stock offered. Key figures in the document include total equity of approximately $142 million and net changes in equity accounts.

Form Type: 253G1

Filing Date: 2025-03-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025021989

Filing Summary: Newsmax Inc. has filed an Offering Circular to raise up to $75,000,000 by offering 7,500,000 shares of Class B Common Stock at $10.00 per share. The minimum investment required is $500 for 50 shares, which may be waived at the company's discretion. The Offering is being conducted on a 'best efforts' basis, meaning there is no guarantee of minimum sales. Newsmax has applied to list the shares on the New York Stock Exchange (NYSE) under the symbol 'NMAX.' The company is emerging as a significant player in the media industry, particularly with its highly-rated cable news network and digital platforms. Following this offering, Newsmax Media will have two classes of common stock: Class A and Class B, with differing voting rights. Christopher Ruddy, the CEO, will retain controlling voting power post-offering. This filing also outlines risks, the financial condition of the company, and the potential for substantial risks involved in investing. Investment in these shares is speculative with significant risks of loss.

Form Type: 1-A/A

Filing Date: 2025-03-06

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025021220

Filing Summary: Newsmax Inc. is filing an amended offering statement under Regulation A. The offering involves the sale of securities to accredited investors, specifically through the issuance of Series B Convertible Preferred Stock, with a total expected cash proceeds of $225 million. The company is providing details regarding its common and preferred stock, including the number of shares, types of stock, and financial details such as assets and liabilities. The filing states it is structured under the Securities Act of 1933 and involves a tiered offering approach. Additionally, the document includes contact details for legal personnel and underwriters involved in the offering.

Form Type: CORRESP

Filing Date: 2025-03-06

Corporate Action: Ipo

Type: New

Accession Number: 000121390025021288

Filing Summary: Newsmax Inc. has submitted a request for qualification of its Offering Statement on Form 1-A with the SEC, aiming for a qualification at 4:00 PM Eastern Time on March 7, 2025. The company received a no objections letter from FINRA on February 18, 2025, indicating regulatory approval for its upcoming offering. The request can be confirmed with the company's legal counsel after qualification.