Newsmax just registered with the SEC to sell 25.6M shares to Yorkville Advisors for ~$26 in its standby equity purchase agreement

**Just in:** Newsmax has registered to sell up to **25,633,636 shares** (worth \~$668 million at current prices) to Yorkville Advisors at around **$26 per share**. This is part of what’s called a **Standby Equity Purchase Agreement**, or SEPA.

**What’s a SEPA?**

Think of it like a credit line, but instead of borrowing money and paying it back, the company prints new shares and sells them for cash. Yorkville agrees to buy those shares, usually at a discount, in this case, around **3.25% off market price**.

Once Yorkville gets the shares, they usually **sell them into the market immediately**. So it’s not a loan. It’s basically dilution-on-demand. The company raises cash, but it **dilutes existing shareholders** because there are now more shares in circulation.

>It’s like the company saying, “We’re not broke… but we might be. So we’re gonna start printing shares and offloading them to someone who’s definitely gonna sell them right away.”

This filing comes **right after Newsmax’s IPO and $300 million raised from preferential shares**, so it raises the question: why raise even more?

Answer: probably **legal risk**. Newsmax is facing a **$1.6 billion lawsuit from Dominion**, the same group that sued Fox News. Fox was sued for $2.96 billion and settled for $797.5 million. If you use that as a benchmark (around 25%), Newsmax could be looking at a settlement or judgment minimally in the **$400 million range**, give or take.

That would wipe out a good chunk of their balance sheet. Hence, this SEPA might be a backup plan or the primary plan. But the price of this move is heavy dilution. Newsmax currently has **88.9 million shares outstanding**. If they issue all 25.6 million to Yorkville, that’s a **28.8% dilution**. And with only **7.5 million shares** are in the public float right now, this could put real pressure on the stock if Yorkville starts offloading shares into a low-float environment.

**TLDR:**

* **Newsmax can sell up to 25.6 million shares** to Yorkville at a discount under a SEPA
* Could raise \~$668 million but at the cost of **\~29% dilution**
* This comes as they face a **$1.6B lawsuit from Dominion**
* Only 7.5 million shares are publicly traded, so selling into that small float could hurt
* Not a loan; this is just straight-up share printing

This one might get wild.