Newsmax Files with SEC for Initial Public Offering

Newsmax Inc. is pleased to announce that it has confidentially filed with the Securities and Exchange Commission (“SEC”) an offering statement and expects to conduct an initial public offering later this year or in early 2025.

The Company seeks to raise up to $75 million in its public offering under Regulation A+, the largest offering of its kind to date on a national securities exchange. The Company expects to apply to be listed on the NYSE under the ticker symbol “NMAX.”

The Company’s subsidiary, Newsmax Media Inc., operates the nation’s fourth highest-rated cable news channel. In July 2024, Nielsen reported that Newsmax was the seventh highest-rated cable channel overall among daytime viewers.

Newsmax reaches more than 40 million Americans regularly through its platforms in television, streaming, online and in print. A June 2024 Reuters global media survey found that Newsmax was one of the top 12 news brands in the U.S.

“The success of our mission to provide Americans with honest and real news is reflected by our loyal and growing following,” said Newsmax CEO and Founder, Christopher Ruddy.

Individuals interested in learning more about the Newsmax investment opportunity and registering an indication of interest can go to the green Sign-Up box at www.NewsmaxInvest.com to receive information on the upcoming public offering in the coming months.

In advance of this contemplated initial public offering, Newsmax has launched a private placement offering seeking to raise $150 million.

For a limited time, eligible investors will be able to invest in this private offering. The private offering is solely available to accredited investors.*

In the private offering the Company is offering its Series B 7% Convertible Preferred Stock for an offering amount of $150 million with the ability to raise up to $225 million.

Qualified prospective investors who meet the qualifications of an “accredited investor” can invest as little as $5,000 in this offering and join Newsmax as a shareholder and owner.

Full offering details and the ability to sign up to learn more about our contemplated public offering can be found at www.NewsmaxInvest.com.

At the closing of the Company’s anticipated public offering, all of the Series B Preferred Shares sold in the private offering will be converted into common shares of the Company.

To the extent such common shares are not tradeable after a statutory holding period, Newsmax intends to file a registration statement with the Securities and Exchange Commission that will seek to register these common shares, subject to approval by the Commission, that will allow them to be freely tradeable.

To learn more about the Private Offering and planned public offering go to: www.NewsmaxInvest.com.

For specific questions related the offering or accreditation status, email us at: digitaloffering@newsmax.com

Digital Offering, LLC is acting as the placement agent for the Offering and the planned public offering.

About Newsmax Inc.

Newsmax Inc. is a holding company that owns 100% of the equity interests of its operating company Newsmax Media, Inc. Newsmax Media, Inc. is a broadcasting and multimedia company that offers Americans independent news. Since its founding in 1998 by Christopher Ruddy, an award-winning journalist, Newsmax has become a go-to place for Americans seeking real news and opinion.

Newsmax operates the Newsmax channel, now the fourth highest-rated cable news channel, according to Nielsen, and available on all major cable systems and OTT platforms. Nielsen reported that Newsmax was the only cable news channel to see ratings growth across all dayparts in 2023.

Newsmax’s media properties reach more than 40 million Americans regularly through the Newsmax channel, its free streaming channel Newsmax2, the Newsmax App and its streaming service Newsmax+, its website Newsmax.com, and publications like Newsmax Magazine. More than 16 million people follow Newsmax on social media platforms like Twitter, Facebook, LinkedIn, and Truth Social.

Through its media outlets Newsmax champions a free press, one that provides Americans with balanced coverage, diverse viewpoints, and honest debates on the issues affecting our lives.

Newsmax Inc., based in Boca Raton, Fla., with offices in Washington, D.C. and New York City, is a privately held company headed by its CEO and majority shareholder Christopher Ruddy.

About Digital Offering, LLC

Digital Offering, LLC (“DO”), a leader in crowd financed public offerings, is a next generation investment bank with a focus on technology and innovation utilizing The Jumpstart Our Business Startups Act, or JOBS Act.

For over a decade they specialize in helping high-quality private and public growth companies access U.S. capital markets and achieve their growth objectives. With constantly changing markets and regulation Digital Offering is applying the best practices of traditional investment banking to new securities industry rules to enhance efficiency in capital raising.

*Please note: Accredited investors are defined under Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, as amended (the “Securities Act”). Generally, individuals are considered “accredited investors” if they have a net worth greater than $1 million (excluding their primary residence) or incomes in excess of $200,000 in the last two years with the expectation of the same in the current year (or $300,000 with a spouse).

The Shares offered in the private offering will not be and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Additional details of the offering, including a private placement memorandum, can be found at NewsmaxInvest.com.

Under Rule 506(c), general solicitation of offerings is permitted, however, purchasers in a Rule 506(c) offering must be "accredited investors."

For specific questions related the offering or accreditation status, email us at: digitaloffering@newsmax.com

Newsmax is currently undertaking a private placement offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(c) of Regulation D promulgated thereunder. Investors should consider the investment objectives, risks, and investment time horizon of the Company carefully before investing. The private placement memorandum relating to this offering of equity interests by the Company contains this and other information concerning the Company and the securities being offered, including risk factors, which should be read carefully before investing. You should be aware that (i) the securities may be sold only to “accredited investors,” as defined in Rule 501 of Regulation D; (ii) the securities will only be offered in reliance on an exemption from the registration requirements of the Securities Act and will not be required to comply with specific disclosure requirements that apply to registration under the Securities Act; (iii) the SEC will not pass upon the merits of or give its approval to the securities, the terms of the offering, or the accuracy or completeness of any offering materials; (iv) the securities will be subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their securities; investing in these securities involves a high degree of risk, and investors should be able to bear the loss of their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time.

The offering documents may include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions for forward looking statements. This information is supplied from sources we believe to be reliable but we cannot guarantee accuracy. Although we believe our expectations expressed in such forward-looking statements are reasonable, we cannot assure you that they will be realized. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, but not limited to the risks and uncertainties set forth in the attached materials, which could cause actual results to differ materially from the anticipated results set forth in such forward-looking statements. Any forward-looking statement made by us speaks only as of the date on which it is made, and we undertake no obligation to publicly update any forward-looking statement except as may be required by law.

The Company is "Testing the Waters" under Regulation A under the Securities Act of 1933. The Company is not under any obligation to make an offering under Regulation A. No money or other consideration is being solicited in connection with the information provided, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A until the offering statement that has been filed is qualified pursuant to Regulation A of the Securities Act of 1933, as amended, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any person's indication of interest involves no obligation or commitment of any kind. The information in that offering statement will be more complete than the information the Company is providing now, and could differ materially. You must read the documents filed. No offer to sell the securities or solicitation of an offer to buy the securities is being made in any state where such offer or sale is not permitted under the "blue sky" or securities laws thereof. No offering is being made to individual investors in any state unless and until the offering has been registered in that state or an exemption from registration exists therein. The securities offered using Regulation A are highly speculative and involve significant risks. The investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the offering, it may not continue. The Company intends to list its securities on a national exchange and doing so entails significant ongoing corporate obligations including but not limited to disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards.

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