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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 | |
Exhibit 99.1
Newsmax Adds David Gandler to Board of Directors
BOCA RATON, FL / ACCESS Newswire / August 21, 2025 / Newsmax Inc. (NYSE:NMAX) ("Newsmax" or the "Company") today announced the appointment of David Gandler, Co-Founder and Chief Executive Officer of FuboTV Inc. (FUBO) ("Fubo"), as a Director to the Company's Board of Directors, effective immediately.
"We are excited to add David Gandler to the Newsmax Board of Directors," commented Christopher Ruddy, CEO of Newsmax. " David's achievements as an entrepreneur in the streaming and media industries will bring fresh perspective as we continue to expand our global reach, including through our streaming service Newsmax+. His success in building Fubo from startup to a leading operator in the space demonstrates the visionary leadership that will help Newsmax reach new audiences in today's rapidly evolving media landscape."
Mr. Gandler joins the five existing members of the Newsmax Board of Directors including Chief Executive Officer Christopher Ruddy, U.S. Secretary of Labor Alex Acosta, Ambassador Nancy Brinker, Christopher Nixon Cox and Ambassador Paula J. Dobriansky.
"I have long admired and respected Christopher Ruddy and his principled approach to journalism," said Mr. Gandler. "Today's 24/7 news cycle demands media companies deliver trusted information rapidly and through multiple distribution channels. I look forward to working with Chris and his Board of Directors to unlock new opportunities for Newsmax that will deepen audience engagement and accelerate growth."
David Gandler
David Gandler is Co-Founder and CEO of Fubo, whose global mission is to aggregate the best in TV, including premium sports, news and entertainment content, through a single app.
Fubo listed on the New York Stock Exchange in October 2020, just five years after its founding. Fubo has ranked among The Americas' Fastest-Growing Companies by the Financial Times (2025) and Forbes' Next Billion Dollar Startups (2019).
Prior to founding Fubo in 2015, David had a prolific advertising career with more than 15 years of video sales in local broadcast and cable TV within both the general and Hispanic market, including at Scripps Networks Interactive, Time Warner Cable Media Sales and NBCUniversal's Telemundo Media.
Beyond Fubo, David is a prominent figure in global sports and media. Through Gandler Sports Group (GSG), David is the majority owner and board member of soccer team Leyton Orient F.C. (EFL League One) and is a former co-owner of Paris FC. He also serves on the board of directors of Bare-Knuckle Fighting Championship (BKFC) and is a member of the esteemed Paley Media Council.
David has been named among Sports Business Journal's Power Players: Sports Streaming (2025), Goldman Sachs' 100 Most Intriguing Entrepreneurs (2019) and Variety's Dealmakers (2020, 2019).
About Newsmax
Newsmax Inc. is listed on the NYSE (NMAX) and operates, through Newsmax Broadcasting LLC, one of the nation's leading news outlets, the Newsmax channel. The fourth highest-rated network is carried on all major pay TV providers. Newsmax's media properties reach more than 40 million Americans regularly through Newsmax TV, the Newsmax App, its popular website Newsmax.com, and publications such as Newsmax Magazine. Through its social media accounts, Newsmax reaches 20 million combined followers. Reuters Institute says Newsmax is one of the top U.S. news brands and Forbes has called Newsmax "a news powerhouse."
For more information, please visit Investor Relations | Newsmax Inc.
Forward-Looking Statements
This communication contains forward-looking statements. From time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Forward-looking statements can be identified by those that are not historical in nature. The forward-looking statements discussed in this communication and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. Newsmax does not guarantee future results, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. Forward-looking statements should not be relied upon as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this communication to conform our prior statements to actual results or revised expectations, and we do not intend to do so. Factors that may cause actual results to differ materially from current expectations include various factors, including but not limited to our ability to change the direction of Newsmax, our ability to keep pace with new technology and changing market needs, the competitive environment of our business changes in domestic and global general economic and macro-economic conditions and/or uncertainties and factors set forth in the sections entitled "Risk Factors" in Newsmax's Annual Report on Form 10-K for the twelve months ended December 31, 2024, Newsmax's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and other filings Newsmax makes with the Securities and Exchange Commission. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Undue reliance should not be placed on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.
Investor Contacts
Newsmax Investor Relations
ir@newsmax.com
SOURCE: Newsmax Inc.