MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: Our shares of Class A Common Stock are not listed on any stock exchange nor traded on any public market.
−Removed: Our shares of Class B Common Stock began trading on the New York Stock Exchange (the “NYSE”) under the symbol "NMAX" on March 31, 2025.
−Removed: The number of shareholders of record of our shares of Class A Common Stock and Class B Common Stock was approximately 1 and 34,867, respectively, on March 31, 2025.
+Added: Our shares of Class A Common Stock, par value $0.001 per share, are not listed on any stock exchange nor traded on any public market.
+Added: Our shares of Class B Common Stock, par value $0.001 per share, began trading on the New York Stock Exchange (the “NYSE”) under the symbol “NMAX” on March 31, 2025.
+Added: Each share of Class A Common Stock gives the holder ten votes per share.
+Added: Each share of Class B Common Stock is entitled to one vote per share.
+Added: The number of shareholders of record of our shares of Class A Common Stock and Class B Common Stock was 1 and 14,732, respectively, on March 19, 2026.
Payment of Dividends
−Removed: 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 2025, Newsmax Inc.
+Added: 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.
6 unchanged sentences
The Company completed the Private Placement on February 27, 2025, having sold 45,000 shares of its Series B Preferred Stock, resulting in net proceeds to the Company of approximately $206,660,000.
−Removed: In connection with the Private Placement, the Company issued a three-year warrant to Digital Offering, LLC, as placement agent for the Private Placement, exercisable for 900 shares of Series B Preferred Stock with an exercise price per share of $5,000.
+Added: 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, Digital Offering, LLC has a warrant to purchase 900 shares of Class B common stock at an exercise price of $5,000 per share.
Regulation A Offering
1 unchanged sentence
The Offering Statement was declared qualified by the SEC on March 7, 2025.
−Removed: The Company completed the Reg A IPO on March 28, 2025, having sold 7,500,000 shares of its Class B Common Stock, resulting in net proceeds to the Company of approximately $56,953,107.
+Added: The Company completed the Reg A IPO on March 28, 2025, having sold 7,500,000 shares of its Class B Common Stock, resulting in net proceeds to the Company of $67,469,857.
Digital Offering, LLC (“Digital Offering”) acted as lead selling agent in the Reg A IPO.
1 unchanged sentence
Use of Proceeds from Regulation A Offering
−Removed: The Company intends use the net proceeds from the Reg A IPO for its own general and corporate expenses.
+Added: The Company intends to continue to use the net proceeds from the Reg A IPO for its own general and corporate expenses.
The Company may, in its sole discretion, make capital contributions to Newsmax Media from time to time to fund working capital needs and business initiatives.
10 unchanged sentences
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.