What changed in this filing

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Item 1A. Risk Factors

2026-03-26 compared with 2025-03-31 · 88 added, 110 removed, 561 unchanged (26% of the section changed)

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The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers’ spending priorities and the economy in general.

In addition, pandemics, natural and other disasters, acts of terrorism, and political uncertainties or hostilities can also lead to a reduction in advertising expenditures as a result of economic uncertainty, disrupted programming and services or reduced advertising spots due to pre-emptions.

Major events, such as the state, congressional and presidential elections cycles also may cause Newsmax Media’s advertising revenues to vary substantially from year to year.

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• Newsmax Media’s reputation and the strength of its brand relative to its competitors.

The levels of our traffic and engagement with our brands and content are critical to Newsmax Media’ success.

The levels of our traffic and engagement with our brands and content are critical to Newsmax Media’s success.

If Newsmax Media fails to increase its traffic, or if traffic engagement or ad engagement declines, its revenue, business and operating results may be harmed.

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Many advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising, such as linear TV, radio, and print, and to advertising through digital and social media platforms.

While Newsmax TV generates revenues from linear TV and distribution fees paid by MVPDs, a core segment of Newsmax Media’s business is OTT advertising.

As such, the future growth of Newsmax Media’s business depends in part on the growth of OTT advertising and on advertisers increasing their spend on advertising on its network.

While Newsmax TV generates revenues from linear TV and distribution fees paid by MVPDs, the future growth of Newsmax Media's business may depend in part on the growth of OTT advertising and on advertisers increasing their spend on advertising on its network.

Although traditional TV advertisers have showed growing interest in OTT advertising, Newsmax Media cannot be certain that their interest will continue to increase or that they will not revert to traditional TV advertising, especially if the Company’s customers no longer stream TV or significantly reduce the amount of TV they stream.

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The Company also faces risks associated with the impact of weak economic conditions on advertisers, affiliates, suppliers, wholesale distributors, retailers, insurers and others with which it does business.

There was uncertainty during 2023 with potential economic downturns or recessions in parts of the United States and globally, which continued into 2024 with global conflicts such as the Russia-Ukraine and Israel-Hamas wars.

There was uncertainty during 2024 with potential economic downturns or recessions in parts of the United States and globally, which continued into 2025 and 2026 with global conflicts including conflicts between Russia-Ukraine, Israel-Hamas, and now the United States and Iran.

Due to uncertainty in inflation, we may continue to see global, industry-wide supply chain disruptions and widespread shortages of labor, materials and services.

We will also continue to monitor the impacts of inflation and commodity price volatility and the effects on our business, including to our customers and our partners.

The Company’s ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.

If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations may be materially and adversely affected, and we may be unable to continue as a going concern.

If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or a part of their investment.

If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.

The loss of key personnel, including talent, could disrupt the management or operations of the Company’s business and adversely affect its revenues.

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Any such charge could be material to the Company’s reported net earnings.

Adverse publicity or negative public perception regarding particular ingredients or products or the nutraceuticals industry in general could adversely affect the financial performance of those portions of the Company’s nutraceuticals business, Medix Health.

Purchasing decisions made by consumers of our nutraceuticals may be affected by adverse publicity or negative public perception regarding particular ingredients or products or the nutraceuticals industry in general.

This negative public perception may include publicity regarding the risks, efficacy, legality or quality of particular ingredients or products in general or of other companies or our products or ingredients specifically.

Negative public perception may also arise from regulatory investigations, regardless of whether those investigations involve Medix Health.

Medix Health is highly dependent upon consumers’ perception of the safety and quality of products that contain Medix Health’s ingredients as well as similar products distributed by other companies.

Negative public perception may also arise from regulatory investigations, regardless of whether those investigations involve Medix Select.

Medix Select is highly dependent upon consumers’ perception of the safety and quality of products that contain Medix Select’s ingredients as well as similar products distributed by other companies.

Thus, the mere publication of reports asserting that such products may be harmful could have a material adverse effect on us, regardless of whether these reports are scientifically supported.

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Adverse publicity may have a material adverse effect on our business, financial condition, results of operations and cash flows.

The nutraceuticals industry is highly competitive, and Medix Health’s failure to compete effectively could adversely affect its market share, financial condition, and future growth.

The nutraceuticals industry is highly competitive, and Medix Select’s failure to compete effectively could adversely affect its market share, financial condition, and future growth.

The industry of nutraceutical and wellness-related supplements and products we produce is highly competitive with respect to price, brand and product recognition and new product introductions.

Several of Medix Health’s competitors are larger, more established and possess greater financial, personnel, distribution and other resources.

Medix Health faces competition from large nationally known manufacturers, private label brands and many smaller manufacturers of dietary and nutrition supplements;

Several of Medix Select’s competitors are larger, more established and possess greater financial, personnel, distribution and other resources.

Medix Select faces competition from large nationally known manufacturers, private label brands and many smaller manufacturers of dietary and nutrition supplements;

and in the mass-market distribution channel from manufacturers, major private label manufacturers and others.

Private label brands at mass-market chains represent substantial sources of income for these merchants and the mass-market merchants often support their own labels at the expense of other brands.

As such, the growth of Medix Health’s current and planned products within the nutraceutical industry are highly competitive and uncertain.

If Medix Health cannot compete effectively, Medix Health may not be profitable.

Any interruption to Medix Health’s distribution channels for its planned products or in its warehousing facilities could adversely affect its sales and results of operations.

Any interruption to Medix Health’s distribution channels for Medix Health’s products for any reason, such as disruption of distribution channels as a result of weather, terrorism or acts of war, fire, earthquake, or other national disaster, a work stoppage or other labor-related disruption, could adversely affect Medix Health’s sales and results of operations.

Private label brands at mass-market chains represent substantial sources of income for these

merchants and the mass-market merchants often support their own labels at the expense of other brands.

As such, the growth of Medix Selects’s current and planned products within the nutraceutical industry are highly competitive and uncertain.

If Medix Select cannot compete effectively, Medix Select may not be profitable.

Any interruption to Medix Select’s distribution channels for its planned products or in its warehousing facilities could adversely affect its sales and results of operations.

Any interruption to Medix Select’s distribution channels for Medix Select’s products for any reason, such as disruption of distribution channels as a result of weather, terrorism or acts of war, fire, earthquake, or other national disaster, a work stoppage or other labor-related disruption, could adversely affect Medix Select’s sales and results of operations.

Additionally, if there is any unexpected interruption to our warehousing facilities, for any reason, such as loss of certifications or licenses, as a result of weather, terrorism or acts of war, fire, earthquake, or other national disaster, a work stoppage or other labor-related disruption, electrical outages, or other events, it could result in significant reductions to our sales and margins and could have a material adverse effect on our business, financial condition or results of operations.

The purchase of many of Medix Health’s nutraceutical products are discretionary and may be negatively impacted by adverse trends in the general economy and make it more difficult for Medix Health to generate revenues.

Medix Health’s business is affected by general economic conditions since Medix Health’s current and planned products are discretionary and Medix Health depends, to a significant extent, upon a number of factors relating to discretionary consumer spending.

The purchase of many of Medix Select’s nutraceutical products are discretionary and may be negatively impacted by adverse trends in the general economy and make it more difficult for Medix Select to generate revenues.

Medix Selects’s business is affected by general economic conditions since Medix Select’s current and planned products are discretionary and Medix Select depends, to a significant extent, upon a number of factors relating to discretionary consumer spending.

These factors include economic conditions and perceptions of such conditions by consumers, employment rates, the level of consumers’ disposable income, business conditions, interest rates, consumer debt levels and availability of credit.

Consumer spending on Medix Health’s current and planned products may be adversely affected by changes in general economic conditions.

Medix Health’s operating results are impacted by the health of the North American economies.

Medix Health’s business and financial performance may be adversely affected by current and future economic conditions, such as a reduction in the availability of credit, financial market volatility or recession.

Consumer spending on Medix Select’s current and planned products may be adversely affected by changes in general economic conditions.

Medix Select’s operating results are impacted by the health of the North American economies.

Medix Select’s business and financial performance may be adversely affected by current and future economic conditions, such as a reduction in the availability of credit, financial market volatility or recession.

Additionally, we may experience difficulties in scaling our operations to react to economic pressures in the United States.

The Company’s nutraceuticals business, Medix Health, is subject to inherent risks relating to product liability and personal injury claims, its quality control processes may fail to detect issues in the ingredients used in its products and the Company’s product liability insurance may be insufficient to cover possible claims against us which would adversely affect Medix Health’s operating results.

Medix Health sells nutraceuticals for human consumption or contact.

Medix Select is subject to inherent risks relating to product liability and personal injury claims, its quality control processes may fail to detect issues in the ingredients used in its products and the Company’s product liability insurance may be insufficient to cover possible claims against us which would adversely affect operating results.

Medix Select sells nutraceuticals for human consumption or contact.

These products involve risks such as contamination or spoilage, tampering, defects, and other adulteration.

If the consumption or use of Medix Health’s products causes product damage, injury, illness, or death, we may be subject to liability, including class action lawsuits and other civil and governmental litigation.

If the consumption or use of Medix Select’s products causes product damage, injury, illness, or death, we may be subject to liability, including class action lawsuits and other civil and governmental litigation.

We are also subject to product liability claims involving products containing diacetyl and related chemicals.

While Medix Health is covered by product liability insurance, the costs relating to any product liability claims could be substantial, and its insurance may not be sufficient to cover all losses related to any product liability claims.

From time to time, we or Medix Health’s customers may withdraw or recall products in the event of contamination, product defects, or perceived quality problems.

If Medix Health’s customers withdraw or recall products related to ingredients that we provide to them, as has occurred in the past, they may make claims against us.

While Medix Select is covered by product liability insurance, the costs relating to any product liability claims could be substantial, and its insurance may not be sufficient to cover all losses related to any product liability claims.

From time to time, we or Medix Select’s customers may withdraw or recall products in the event of contamination, product defects, or perceived quality problems.

If Medix Select’s customers withdraw or recall products related to ingredients that we provide to them, as has occurred in the past, they may make claims against us.

Newsmax Inc.’s principal asset is its ownership interest in Newsmax Media and the revenue generated by such asset may not be sufficient to pay our expenses or dividends or make distributions or loans to enable us to pay dividends on our capital stock.

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We invest our cash in a variety of financial instruments, principally government bonds, corporate debt securities, certificates of deposit and other marketable securities.

All of these investments are subject to credit, liquidity, market and interest rate risk.

All of these investments are subject to credit, liquidity, market and

interest rate risk.

Such risks, including the failure or severe financial distress of the financial institutions that hold our cash, cash equivalents and investments, may result in a loss of liquidity, impairment to our investments, realization of substantial future losses, or a complete loss of the investments in the long-term, which may have an adverse effect on our results of operations, liquidity and financial condition.

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The Company seeks to limit the threat of content piracy as well as cable and direct broadcast satellite programming signal theft;

however, policing unauthorized use of the Company’s products and

services and related intellectual property is often difficult, and the steps taken by the Company may not in every case prevent infringement.

however, policing unauthorized use of the Company’s products and services and related intellectual property is often difficult, and the steps taken by the Company may not in every case prevent infringement.

Developments in technology, including digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data networks, and new devices and applications that enable unauthorized access to content, increase the threat of content piracy by making it easier to access, duplicate, widely distribute and store high-quality pirated material.

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For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, imposes broad obligations on businesses’ collection, use, handling, and disclosure of personal information of California residents and imposes fines for noncompliance.

The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and policies and incur substantial costs and expenses in compliance and potential ligation efforts.

In addition to California, other states have passed or introduced similar privacy legislation, including Virginia, Colorado, Connecticut, Florida, Iowa, Indiana, Kentucky, Tennessee, Montana, New Hampshire, New Jersey, Oregon, Delaware, Utah, and Texas.

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Failure to comply with these laws, where applicable, can result in the imposition of significant regulatory fines and penalties of up to the greater of €20 million or 4% of annual global turnover (revenue).

Further, following the withdrawal of the UK from the EU and the expiry of the transition period, from January 1, 2021, we must comply with the GDPR as implemented in the UK, which together with the amended United Kingdom Data

Protection Act 2018 (together, the “UK GDPR”), retains in large part the GDPR in UK national law.

We must comply with the GDPR as implemented in the UK, which together with the amended United Kingdom Data Protection Act 2018 (together, the “UK GDPR”), retains in large part the GDPR in UK national law.

The UK GDPR mirrors the fines under the GDPR, e.g., the Company could be fined up to the greater of €20 million/17.5 million pounds or 4% of global turnover under each regime.

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The Company’s systems store and process confidential subscriber, employee and other sensitive personal and Company data, and therefore maintaining the Company’s network security is of critical importance.

In addition, the Company relies on the technology and systems provided by third-party vendors (including cloud-based service providers) for a variety of operations.

In addition, the

Company relies on the technology and systems provided by third-party vendors (including cloud-based service providers) for a variety of operations.

The Company regularly faces attempts by malicious actors to breach its security and compromise its information technology systems.

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Acceptance and processing of these payment methods are subject to certain certifications, rules, regulations and industry standards.

cards by credit card issuers, and/or changes to rules, regulations or industry standards concerning payment processing, we could experience increased costs and/or be subject to fines and/or civil liability, which could harm our reputation and adversely impact the Company’s revenue, operating expenses and results of operations.

To the extent that there are disruptions in its or third-party payment processing systems, errors in charges made to subscribers, material changes in the payment ecosystem such as large re-issuances of payment cards by credit card issuers, and/or changes to rules, regulations or industry standards concerning payment processing, we could experience increased costs and/or be subject to fines and/or civil liability, which could harm our reputation and adversely impact the Company’s revenue, operating expenses and results of operations.

In addition, the Company has experienced, and from time to time may continue to experience, fraudulent use of payment methods for subscriptions to its digital products.

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If the Company is unable to maintain its fraud and chargeback rate at acceptable levels, its card approval rate may be impacted and card networks could impose fines and additional card authentication requirements, or terminate its ability to process payments which would impact its business and results of operations as well as result in negative consumer perceptions of the Company’s brand.

The Company has taken measures to detect and reduce fraud but these measures may not be effective and may need to be continually improved as fraudulent schemes become more sophisticated.

The Company has taken measures to detect and reduce fraud but these measures may not be effective

and may need to be continually improved as fraudulent schemes become more sophisticated.

These measures may add friction to its subscription processes, which could adversely affect our ability to add new subscribers.

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Further, the United States Congress, the Federal Communications Commission and state legislatures currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters, including technological changes and measures relating to network neutrality, privacy and data security, which could, directly or indirectly, affect the operations and ownership of the Company’s media properties.

For example, ongoing legislative and regulatory developments regarding the FCC's 39% national television ownership cap, including potential actions by Congress or the FCC to increase or eliminate this limit, may lead to further industry consolidation and a concentration of market reach among dominant broadcast groups that could erode our relative bargaining position in securing or maintaining favorable distribution terms.

Any restrictions on political or other advertising may adversely affect the Company’s advertising revenues.

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federal, state and local jurisdictions.

Changes in tax laws, regulations, practices or the interpretations thereof (including changes in legislation currently being considered) could affect the

Company’s results of operations.

Changes in tax laws, regulations, practices or the interpretations thereof (including changes in legislation currently being considered) could affect the Company’s results of operations.

Judgment is required in evaluating and estimating our provision and accruals for taxes.

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These outcomes could conflict with private letter rulings, opinions of counsel or other interpretations provided to the Company.

If these matters are adversely resolved, the Company may be required to recognize additional charges to its tax provisions and pay significant additional amounts with respect to current or prior periods or our taxes in the future could increase, which could have a material adverse effect on our financial condition or results of operations.

these matters are adversely resolved, the Company may be required to recognize additional charges to its tax provisions and pay significant additional amounts with respect to current or prior periods or our taxes in the future could increase, which could have a material adverse effect on our financial condition or results of operations.

As of December 31, 2025, we had federal net operating loss (“NOL”) carryforwards of approximately $240.7 million, which may be utilized by us subject to certain limitations.

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It is anticipated that all NOLs subject to the IRC Section 382 limitations will be available to be utilized in future years.

An “ownership change” could limit our ability to utilize tax loss and credit carryforwards to of set future taxable income.

An “ownership change” could limit our ability to utilize tax loss and credit carryforwards to off set future taxable income.

Our ability to use tax attributes to offset future taxable income may be significantly limited if we experience an “ownership change,” as discussed below.

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However, if we experience an “ownership change,” as defined in Section 382 of the IRC, our ability to use the tax attributes may be substantially limited, and the timing of the usage of the tax attributes could be substantially delayed, which could therefore significantly impair the value of that asset.

Newsmax Media and its other Subsidiaries may be, and in the past have been, subject to unfavorable litigation that could require it to pay significant amounts, lead to onerous operating procedures or have a material adverse effect on the Company’s financial position, results of operations and cash flows.

Newsmax Media and its Subsidiaries may be, and in the past have been, subject to unfavorable litigation that could require it to pay significant amounts, lead to onerous operating procedures or have a material adverse effect on the Company’s financial position, results of operations and cash flows.

Newsmax Media is subject, from time to time, to a number of lawsuits, including claims relating to competition, intellectual property rights, alleged libel or defamation, employment and labor matters, personal injury and property damage, free speech, customer privacy, regulatory requirements, and advertising, marketing and selling practices.

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or certain of its affiliates (collectively, “Dominion”), an election technology company, filed a complaint against Newsmax Media in the Superior Court of the State of Delaware for defamation in connection with Newsmax Media’s coverage of the 2020 Presidential election, seeking up to $1.6 billion in compensatory damages as well as punitive damages.

While Newsmax Media is vigorously defending the Dominion suit, an unfavorable outcome in the matter could have a material adverse effect on the Company’s financial position, results of operations and cash flows.

In addition, on November 3, 2021, Smartmatic, another election technology company, filed a complaint against Newsmax Media in the Superior Court of the State of Delaware for defamation, seeking compensatory, consequential and punitive damages to be determined at trial.

Newsmax Media reached a settlement agreement with Smartmatic on September 26, 2024, pursuant to which all claims will be released by Smartmatic for consideration, including a cash amount of $40 million payable over time and the issuance of a five year cash exercise warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share.

As of December 31, 2024, the Company has made

payments under the settlement agreement totaling $20 million.

Payment of the remaining balance will be made in installments of $10 million with one payment made on March 28, 2025 and another to be paid by June 30, 2025.

The payments will be made from the Company’s existing cash on hand.

Management believes the settlement with Smartmatic will, subject to the payment of all consideration in a timely manner, eliminate future legal expenses the Company would have expected to bear related to this suit, which could have included costly appellate legal actions and other matters.

Additionally, in 2023, a counterparty to a commercial agreement with Newsmax asserted various legal contractual and non-contractual claims against Newsmax, including breach of contract claims and claims that Newsmax violated certain federal and state laws.

In March 2023, Newsmax and the counterparty entered into a settlement agreement to resolve these claims prior to the commencement of any litigation against Newsmax.

On September 26, 2024, the Company entered into a settlement agreement with Smartmatic pursuant to which the parties agreed to resolve the lawsuits among them.

The Company agreed to pay a settlement of approximately $40.0 million payable over time and granted a five year warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share.

Following the conversion of the underlying Series B preferred stock into Class B common stock in connection with our March 28, 2025 initial public offering, Smartmatic has a five year warrant to purchase 1,333,333 shares of Class B common stock at an exercise price of $7.50 per share.

Refer to Note 15.

Equity within the Notes to the consolidated financial statements for details of the warrant.

The settlement expense, inclusive of the warrant, is included in other corporate matters in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.

The $40.0 million payable over time is recorded within settlement liability on the consolidated balance sheet.

As of December 31, 2025 the outstanding balance was fully satisfied.

On August 15, 2025, Newsmax Media, Inc.

and Newsmax Broadcasting, LLC entered into a settlement agreement with Dominion, pursuant to which such parties agreed to resolve the lawsuit among them for a total amount of $67.0 million to be paid in the current and next two fiscal years.

The payments will be made in three installments:

(1) $27.0 million was paid on August 15, 2025;

(2) $20.0 million on or before January 15, 2026;

and (3) $20.0 million on or before January 15, 2027.

The settlement expense is included in other corporate matters in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2025.

The $40.0 million payable over time is recorded within settlement liability on the consolidated balance sheet, with an outstanding balance of $40.0 million as of December 31, 2025.

In 2023, a counterparty to a commercial agreement with Newsmax asserted various legal contractual and non-contractual claims against Newsmax, including breach of contract claims and claims that Newsmax violated certain federal and state laws.

In March 2023, Newsmax and the counterparty entered into a settlement agreement to resolve these claims prior to the commencement of any litigation.

In addition, the parties also entered into an amendment to their commercial agreement.

As of March 31, 2025, and pursuant to the payment schedule associated with this settlement agreement, the Company has a total of $34.0 million remaining to be paid over time.

As of December 31, 2025, and pursuant to the payment schedule associated with this settlement agreement, the Company has a total of $29.6 million remaining to be paid over time.

Management believes these settlements will, subject to the payment of all consideration in a timely manner, eliminate future legal expenses the Company would have expected to bear related to these suits, which could have included costly appellate legal actions and other matters.

Failures to comply with or changes in U.S.

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Risks Related to our Securities

Investing in the our securities is a highly speculative investment and could result in the loss of your entire investment.

Investing in our securities is a highly speculative investment and could result in the loss of your entire investment.

An investment in our securities is significantly speculative and involves significant risks.

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As such, each prospective investor in the Company’s securities should read these risk factors carefully and consult with their attorney, business advisor and/or investment advisor before investing in the Company’s securities.

No active trading market for the Shares currently exists, and an active trading market may not develop.

Prior to the Company's initial public offering, there was no active trading market for our Class B Common Stock.

If an active trading market for our Class B Common Stock does not develop following the initial public offering, you may not be able to sell your Class B Common Stock quickly or at the market price.

Our ability to raise capital to continue to fund operations by selling the Class B Common Stock and our ability to acquire other companies or technologies by using Class B Common Stock as consideration may also be impaired.

Future sales and issuances of our securities could result in dilution of the percentage ownership of our stockholders.

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does not intend to pay cash dividends on its capital stock in the foreseeable future.

Except for dividends paid to holders of shares of the Company’s preferred stock upon the conversion of preferred stock upon the completion of its private placement of securities in February 27, 2025, Newsmax Inc.

Except for dividends paid to holders of shares of the Company’s preferred stock upon the conversion of preferred stock upon the completion of its Private Placement, Newsmax Inc.

has never declared or paid cash dividends on its capital stock.

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Ruddy holds approximately 81.5% of the voting stock of the Company.

As a result, Newsmax Inc.’s officers, directors, and stockholders who own 10% or more of Newsmax Inc.’s securities and collectively own directly or indirectly a majority of the voting stock of Newsmax Inc.

Subject to fiduciary duties owed to Newsmax Inc.’s other owners or investors under Florida law, in the case of Newsmax Inc.’s officers and directors, these stockholders are able to exercise significant influence over matters requiring owner approval such as mergers, consolidations and sales of all or substantially all of Newsmax Inc.’s assets, including the election of directors or managers and approval of significant company transactions, and have significant control over Newsmax Inc.’s management and policies.

These control persons may have interests that are different from yours.

For example, they may support proposals and actions with which you may disagree.

Subject to fiduciary duties owed to Newsmax Inc.’s other owners or investors under Florida law, Mr.

Ruddy may be able to exercise significant influence over matters requiring owner approval such as mergers, consolidations and sales of all or substantially all of Newsmax Inc.’s assets, including the election of directors or managers and approval of significant company transactions, and have significant control over Newsmax Inc.’s management and policies.

Ruddy may have interests that are different from yours.

For example, he may support proposals and actions with which you may disagree.

The concentration of ownership of Newsmax Inc.’s voting securities could delay or prevent a change in control of Newsmax Inc.

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Currently, MSCI offers the MSCI World Voting Rights-Adjusted Index.

This index specifically includes voting rights in

the weighting criteria and construction methodology and aims to better align constituent weights with economic rights and voting power, while continuing to represent the performance of a broad opportunity set.

This index specifically includes voting rights in the weighting criteria and construction methodology and aims to better align constituent weights with economic rights and voting power, while continuing to represent the performance of a broad opportunity set.

The dual-class structure of our common stock may make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices would not invest in our securities.

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We have previously granted anti-dilution rights in the form of preemptive rights to certain holders of our capital stock.

As such, at any time we intend to issue additional shares of our stock that would dilute such holders, they would first

have the right to acquire additional shares to maintain their pro rata ownership in Newsmax Inc.

As such, at any time we intend to issue additional shares of our stock that would dilute such holders, they would first have the right to acquire additional shares to maintain their pro rata ownership in Newsmax Inc.

As a result, upon future issuances of securities by Newsmax Inc., investors may experience more substantial dilution than other stockholders.

We intend to register additional shares of our Class B Common Stock, which may result in diminution to the value of the Shares offered hereby .

We intend to file a registration statement on Form S-1 with the SEC to register for resale additional shares of our Class B Common Stock that were issued upon conversion of our outstanding shares of Series B Preferred Stock upon the closing of our initial public offering.

The market price of shares of our Class B Common Stock could decline as a result of substantial sales of our Class B Common Stock, particularly sales by directors, executive officers and significant stockholders.

Further, the registration of the sale of shares of our Class B Common Stock may create a circumstance commonly referred to as an “overhang” whereby a large number of shares of our Class B Common Stock become available for sale or the perception in the market that holders of a large number of shares of our Class B Common Stock intend to sell their shares.

The existence of an overhang and the anticipation of such sales, whether or not sales have occurred or are occurring, could cause the market price of our Class B Common stock to fall.

It could make more difficult our ability to raise additional financing through the sale or equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Future sales of our Class B Common Stock may cause the market price of our Class B Common Stock to drop significantly, even if our business is doing well.

Our officers and directors and certain of our stockholders have agreed, subject to certain exceptions, that, without the prior written consent of Digital Offering, we and they will not, directly or indirectly, during the period from six months following the closing of our initial public offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the common stock or any securities convertible into or exchangeable or exercisable for shares of common stock, whether now owned or hereafter acquired by us or them or with respect to which we or they has or hereafter acquires the power of disposition;

or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, the economic consequence of ownership of the common stock, whether any such swap or transaction is to be settled by delivery of the common stock or other securities, in cash or otherwise.

At any time after the expiration of the lock-up period, the holders of such shares of our Class B Common Stock will be able to sell some or all of such shares pursuant to the registration statement on Form S-1 that we will file with the SEC relating to the resale of such shares.

Sales of a substantial number of shares of our Class B Common Stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our Class B Common Stock and may make it more difficult for investors to sell their shares of Class B Common Stock at a time and price that investors deem appropriate.

The market price of our Class B Common stock could decline as a result of sales by our existing stockholders in the market, or the perception that these sales could occur.

These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate.

We may issue additional shares of our Class B Common Stock in the future pursuant to current or future equity incentive plans, or in connection with current or future acquisitions or financings.

If we were to raise capital in the future by selling shares of our Class B Common Stock, or securities that are convertible into our Class B Common Stock, or

issuing shares of our Class B Common stock in a business acquisition, their issuance would have a dilutive effect on the percentage ownership of our stockholders and, depending on the prices at which such shares or convertible securities are sold or issued, on their investment in our Class B Common Stock and, therefore, could have an a material adverse effect on the market price of our Class B Common Stock.

Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.

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Our Amended and Restated Articles of Incorporation authorizes our board of directors to create and issue rights entitling our shareholders to purchase shares of our stock or other securities.

The ability of our board to establish the rights and issue substantial amounts of preferred stock without the need for shareholder approval may delay or deter a change in control of us.

The ability of our board of directors to establish the rights and issue substantial amounts of preferred stock without the need for shareholder approval may delay or deter a change in control of us.

Provisions of our Amended and Restated Articles of Incorporation, our Amended and Restated Bylaws, and Florida law could also have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable.

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• require advance notice for shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of shareholders of not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting of stockholders;

voting power of all the then-outstanding shares of capital stock of the Company, to call a special meeting of the stockholders;

• permit only the Chairperson of the board of directors or the Chief Executive Officer of the Company, or the Secretary of the Company upon the written request of the holders of record of not less than a majority of the voting power of all the then-outstanding shares of capital stock of the Company, to call a special meeting of the stockholders;

• provide that stockholders may amend any provisions of the Amended and Restated Bylaws by obtaining the affirmative vote of the holders of not less than a majority of the voting power of all the then-outstanding shares of capital stock of the Company.

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This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons.

Alternatively, if a court were to find these provisions of our Amended and Restated Articles of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

Certain recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated to the underlying performance of Newsmax Inc.

The shares may experience rapid and substantial price volatility, and price decline, which may make it difficult for prospective investors to assess what we believe to be the value of the shares.

In addition to the general volatility risks discussed in this Annual Report, the Class B Common Stock may be subject to rapid and substantial price volatility and/or a decline in market price.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of the Class B Common Stock.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively small public floats.

As we anticipate having a relatively small public float, the Class B Common Stock may experience greater stock price volatility, extreme price run-ups, rapid declines in the price, lower trading volume, large spreads in bid and asked prices, and less liquidity than large-capitalization companies.

The aspects of the trading in the Class B Common Stock may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the value of the Class B Common Stock.

Because of the low public float and the absence of any significant trading volume, the reported prices may not reflect the price at which an investor would be able to sell Class B Common Stock if it wants to sell any Class B Common Stock or buy Class B Common Stock if it wishes to buy Class B Common Stock.

If the trading volumes of the Class B Common Stock is low, persons buying or selling in relatively small quantities may easily influence the price of the Class B Common Stock.

A low volume of trades could also cause the price of the Class B Common Stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session.

Broad market fluctuations and general economic and political conditions may also adversely affect the market price of the Class B Common Stock.

The volatility also could adversely affect the ability of Newsmax Inc.

additional shares of common stock or any other securities and the ability to obtain stock market based financing in the future.

Alternatively, if a court were to find these provisions of our Amended and Restated Articles of Incorporation inapplicable to, or unenforceable in respect of, one or more of the

specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

General Risk Factors

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This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

As a smaller reporting company and an an emerging growth company, we are able to take advantage of certain exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements that we will be required to file with the SEC.

As a smaller reporting company and an emerging growth company, we are able to take advantage of certain exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements that we will be required to file with the SEC.

We cannot predict if investors will find the Shares less attractive because we may rely on these exemptions.

If some investors find the Shares less attractive as a result, there may be a less active trading market for the Shares, and our share price may be lower or more volatile.

We currently have limited accounting personnel and IT personnel focused on cybersecurity with the background in public company accounting, reporting and compliance.

We will have to add personnel and devote personnel and financial resources to meet our reporting and disclosure obligations as a publicly listed company.

We have been a private company with limited operating scale.

As of March 31, 2025, we do not have the appropriate accounting personnel to adequately execute our accounting processes and other supervisory resources with which to address our internal control over financial reporting and IT personnel to ensure compliance with cybersecurity disclosure requirements imposed by the SEC.

We are currently scaling our accounting and IT cybersecurity functions to align with the rigorous requirements of public reporting.

This expansion involves the recruitment of additional personnel with specialized public company expertise and the continued investment of financial resources to ensure our disclosure and compliance infrastructure remains comprehensive.

As of December 31, 2025, we did not have the appropriate accounting personnel to adequately execute our accounting processes and other supervisory resources with which to address our internal control over financial reporting and IT personnel to ensure compliance with cybersecurity disclosure requirements imposed by the SEC.

We may need to hire additional personnel and put in place protocols necessary to implement appropriate accounting policies, processes and controls, and privacy and cybersecurity policies, to address the anticipated change in the scale of our operations.

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These ineffective information technology controls contributed to (i) improper segregation of duties among certain business process controls and (ii) ineffective data validation of spreadsheets and system-generated reports.

We have started remediating the material weaknesses described above in 2024 and continuing remediation efforts in 2025 and beyond.

We have initiated operational efforts to remediate the material weaknesses described above and will continue these remediation until complete.

We have initiated and started implementing several remediation measures including, but not limited to, hiring additional accounting staff with the requisite background and knowledge, engaging third parties to assist in complying with the accounting and financial reporting requirements related to significant and complex transactions as well as adding personnel to assist Newsmax Inc.

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However, we cannot be certain that our efforts will successfully remediate our material weaknesses.

Newsmax Inc.’s future compliance with Section 404 of the Sarbanes-Oxley Act may require that it incur substantial accounting expense and expend significant management efforts.

may not be able to complete it evaluation, testing and any required remediation in a timely fashion.

During the evaluation and testing process, if Newsmax Inc.

Due to continued material weakness remediation uncertainty, we may in the future not be able to complete our evaluation, testing and any required remediation in a timely fashion.

During our evaluation and testing process, if Newsmax Inc.

identifies one or more material weaknesses in its internal control over financial reporting, it may be unable to assert that its internal control over financial reporting is effective.

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If Newsmax Inc.

is unable to conclude that its internal control over financial reporting is effective after it becomes a public reporting company, it could lose investor confidence in the accuracy and completeness of its financial reports, the value of the Shares could decline, and it could be subject to sanctions or investigations by regulatory authorities.

Failure to remediate any material weakness in Newsmax Inc.’s internal control over financial reporting, or to implement or maintain

other effective control systems required of public companies, could also restrict Newsmax Inc.’s future access to the capital markets.

is unable to conclude that its internal control over financial reporting is effective, it could lose investor confidence in the accuracy and completeness of its financial reports, the value of the Shares could decline, and it could be subject to sanctions or investigations by regulatory authorities.

Failure to remediate any material weakness in Newsmax Inc.’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict Newsmax Inc.’s future access to the capital markets.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors