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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
August 21, 2025
Date of Report (Date of earliest event reported)
NEWSMAX INC.
(Exact name of registrant as specified in its charter)
| Florida |
|
024-12567 |
|
99-2600308 |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
750 Park of Commerce Drive, Suite 100
Boca Raton, Florida 33487
(Address of principal executive offices and zip
code)
(561) 686-1165
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Class B Common Stock, $0.001 par value per share |
|
NMAX |
|
New York Stock Exchange, LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
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 pursuant to Section 13(a) of the Exchange Act.
Item 5.02 - Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 21, 2025, the Board of Directors (the “Board”) of Newsmax Inc. (the “Company”) appointed David Gandler
as a member of the Board to fill an existing vacancy, effective immediately.
Mr. Gandler will receive compensation for his
service as a non-employee member of the Board as set forth in the Company’s Director Compensation Policy. In connection with his
appointment as a non-employee director, Mr. Gandler will receive under the Company’s 2025 Omnibus Equity Incentive Plan (the “Plan”),
a stock option award (the “Option Award”) to purchase a number of shares of the Company’s Class B Common Stock (“Class
B Common Stock”) equal to One Hundred Seventy-Five Thousand Dollars ($175,000), divided by the Fair Market Value (as defined in
the Plan) of a share of the Company’s Class B Common Stock on the date of grant. The exercise price of the Option Award shall be
equal to the Fair Market Value of a share of the Company’s Class B Common Stock on the date of grant. The Option Award will vest
in full on the twelve (12) month anniversary of the date of grant, subject to Mr. Gandler’s continued provision of services through
such date. The Option Award will be subject to the terms and conditions of the Plan and the Newsmax Inc. Stock Option Grant Notice and
Option Agreement pursuant to which the Option Award is granted.
There are no arrangements or understandings between
Mr. Gandler and any other person pursuant to which he was selected as a director, and there are no transactions in which the Company is
a party and in which Mr. Gandler has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Gandler
executed the Company’s standard form of indemnification agreement for directors, a copy of which was filed as Exhibit 6.7 to the
Company’s Offering Statement on Form 1-A filed with the SEC on February 7, 2025.
Item 7.01 - Regulation FD Disclosure
On August 21, 2025, the Company issued a press release announcing the appointment of Mr. Gandler as a member of the Board, as described
in Item 5.02 above. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 disclosure,
including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated August 21, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: August 22, 2025
| Newsmax Inc. |
|
| |
|
|
| By: |
/s/ Darryle Burnham |
|
| Name: |
Darryle Burnham |
|
| Title: |
Chief Financial Officer |
|
