nmax-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number 001-42575

NEWSMAX INC.

(Exact name of registrant as specified in its charter)


Florida			99-2600308
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

750 Park of Commerce Drive, Suite 100, Boca Raton, Florida			33487
(Address of Principal Executive Offices)			(Zip Code)

(561) 686-1165

Registrant’s telephone number, including area code

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, par value $0.001 per share	NMAX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

As of August 10, 2026, a total of 39,239,297 shares of Class A common stock, par value $0.001 per share, and 89,921,348 shares of Class B common stock, par value $0.001 per share were issued and outstanding.

TABLE OF CONTENTS


			Page

Part I - Financial Information			1
Item 1. Financial Statements			2
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			28
Item 4. Controls and Procedures			28

Part II - Other Information			31
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 3. Defaults Upon Senior Securities			32
Item 4. Mine Safety Disclosures			32
Item 5. Other Information			32
Item 6. Exhibit and Financial Statement Schedules			33
Signatures			34

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains certain forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “believes,” “will,” “expects,” “anticipates,” “estimates,” “predicts,” “potential,” “continues” “intends,” “plans” and “would” or the negative of these terms or other comparable terminology. For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, and plans are all forward-looking statements. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

•current or future financial performance;

•management’s plans and objectives for future operations;

•uncertainties associated with product research and development;

•uncertainties associated with dependence upon the actions of government regulatory agencies;

•product plans and performance;

•management’s assessment of market factors; and statements regarding our strategy and plans.

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

Part I - Financial Information

Item 1. Financial Statements

NEWSMAX INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	25,883,741	$	20,433,021
Funds held in escrow	20,000,000		20,000,000
Investments	102,416,053		110,895,693
Accounts receivable, net	41,380,698		33,414,435
Inventories, net	1,900,448		2,027,168
Prepaid expenses and other current assets	10,101,943		8,690,490
Total current assets	201,682,883		195,460,807
Property and equipment, net	7,079,941		6,264,885
Right of use assets	11,250,654		8,823,716
Other assets	10,266,246		9,293,670
Funds held in escrow	-		20,000,000
Total assets	$	230,279,724	$	239,843,078
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	18,120,197	$	16,770,777
Accrued expenses	16,203,731		14,894,949
Deferred revenue	11,259,473		12,599,119
Lease liability	4,265,645		4,062,971
Settlement liability	28,231,170		26,487,028
Share repurchase liability	6,461,320		6,461,320
Total current liabilities	84,541,536		81,276,164
Long-term liabilities:
Deferred revenue, net of current portion	2,836,823		3,148,945
Lease liability, net of current portion	7,313,038		5,292,095
Other long-term liabilities	3,641,667		925,000
Settlement liability, net of current portion	18,764,207		43,152,322
Total liabilities	117,097,271		133,794,526
Commitments and contingencies (Note 9)
Stockholders’ equity
Class A common stock, 0.001 par value; 50,000,000 shares authorized; 39,239,297 shares issued and outstanding at par as of June 30, 2026 and December 31, 2025; Class B common stock, 0.001 par value; 940,000,000 shares authorized 89,921,348 and 89,889,822 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.	129,161		129,129
Additional paid-in capital	440,150,435		433,325,830
Accumulated other comprehensive income	94,548		464,365
Accumulated deficit	(327,191,691)		(327,870,772)
Total stockholders’ equity	113,182,453		106,048,552
Total liabilities and stockholders’ equity	$	230,279,724	$	239,843,078

The accompanying notes are an integral part of these condensed consolidated financial statements.

NEWSMAX INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	For the three months ended				For the six months ended
	June 30,				June 30,
	2026		2025		2026		2025
Revenues:
Service revenue	$	53,052,444	$	44,884,207	$	103,199,226	$	88,619,547
Product revenue	1,063,041		1,555,537		2,574,750		3,121,904
Total revenues	54,115,485		46,439,744		105,773,976		91,741,451

Cost of services	30,006,022		27,758,685		60,767,493		52,407,148
Cost of products sold	775,759		1,039,298		1,744,051		2,230,404
Gross profit	23,333,704		17,641,761		43,262,432		37,103,899

General and administrative expenses:
Personnel costs	8,873,996		8,614,761		17,922,630		16,628,178
Advertising costs	3,928,215		5,941,417		9,290,213		10,359,871


Depreciation	525,142		734,590		1,091,961		1,471,465
Other corporate matters