Banzai International, Inc.

false 0001826011 0001826011 2026-08-13 2026-08-13 0001826011 BNZI:ClassCommonStockParValue0.0001PerShareMember 2026-08-13 2026-08-13 0001826011 BNZI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf115000.00Member 2026-08-13 2026-08-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 Date of Report (Date of earliest event reported): August 13, 2026 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 435 Ericksen Ave , Suite 250 Bainbridge Island , Washington 98110 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (206) 414-1777 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 A common stock, par value $0.0001 per share PARA The Nasdaq Capital Market Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $115,000.00 PARAW The Nasdaq Capital Market 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 1.01. Entry into a Material Definitive Agreement. Banzai International, Inc. (the “ Company ”) previously reported that it entered into a securities purchase agreement (the “ Purchase Agreement ”) on June 27, 2025, with an institutional investor (the “ Buyer ”) for the issuance and sale in a private placement (the “ Offering ”) of senior secured convertible notes of the Company, of up to an aggregate original principal amount of $11,000,000 which shall be convertible into shares of common stock, par value $0.0001, of the Company (the “ Common Stock ”) (the shares of Common Stock issuable pursuant to the terms of the convertible notes, including, without limitation, upon conversion or otherwise, collectively, the “ Conversion Shares ”), in accordance with the terms of the Purchase Agreement. The Buyer purchased (i) an Initial Note in the aggregate original principal amount of $2,200,000 (the “ Initial Notes ”) and (ii) a warrant to acquire up to 161,100 shares of Common Stock, as adjusted (the “ Initial Buyer Warrants ”) (as exercised, collectively, the “ Warrant Shares ”). In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the “ Letter Agreement ”) with Rodman & Renshaw LLC as the exclusive financial advisor (the “ Financial Advisor ”) pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 63,638 shares of Common Stock, as adjusted (the “ Financial Advisor Warrants ”, together with the Buyer Warrants, the “ Warrants ”). The Offering closed on June 30, 2025 (the “ Initial Closing Date ” or “ Initial Closing ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement. On August 19, 2025, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “ August Closing ”). The Company issued an additional note in the original principal amount of $2,200,000, with a current conversion price equal to $2.75 per share, as adjusted, and an issuance date of August 19, 2025 (the “ August Note ”), and additional warrants to purchase up to 160,001 shares of Common Stock, as adjusted, at a current exercise price equal to $2.75 per share, as adjusted (the “ August Warrants ”), in the August Closing. The August Note matures on August 19, 2026. Other than the maturity date and the conversion and exercise price of the August Note and August Warrants, respectively, the August Note and August Warrants have the same terms as those issued on the Initial Closing Date. On October 8, 2025, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “ October Closing ”). The Company issued an additional note in the original principal amount of $2,500,000, with a current conversion price equal to $2.75 per share, as adjusted, and issuance date of October 8, 2025 (the “ October Note ”), and additional warrants to purchase up to 181,819 shares of Common Stock, as adjusted, at a current exercise price equal to $2.75 per share, as adjusted (the “ October Warrants ”), in the October Closing. The October Note matures on October 8, 2026. Other than the maturity date and the conversion and exercise price of the October Note and October Warrants, respectively, the October Note and October Warrants have the same terms as those issued on the August Closing and the Initial Closing Date. On February 13, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “ February Closing ”). The Company issued an additional note in the original principal amount of $2,333,333.33, with an initial conversion price equal to $2.75 per share and issuance date of February 13, 2026 (the “ February Note ”, together with the October Note, the August Note, and the Initial Note, are collectively referred to herein as the “ Notes ”), and additional warrants to purchase up to 169,689 shares of Common Stock, at an initial exercise price equal to $2.75 per share (the “ February Warrants ”), in the February Closing. The February Note matures on February 13, 2027. Other than the maturity date and the conversion and exercise price of the February Note and February Warrants, respectively, the February Note and February Warrants have the same terms as those issued on the October Closing, the August Closing, and the Initial Closing Date. On August 12, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “ August 2026 Closing ”). The Company issued an additional note in the original principal amount of $1,099,989.00, with an initial conversion price equal to $1.96 per share and issuance date of August 12, 2026 (the “ August 2026 Note ”, together with the February Note, October Note, the August Note, and the Initial Note, are collectively referred to herein as the “ Notes ”), and additional warrants to purchase up to 112,531 shares of Common Stock, at an initial exercise price equal to $1.96 per share (the “ August 2026 Warrants ”, together with the February Warrants, October Warrants, the August Warrants, and the Initial Buyer Warrants, are collectively referred to herein as the “ Buyer Warrants ”), in the August 2026 Closing. The August 2026 Note matures on August 12, 2027. Other than the maturity date and the conversion and exercise price of the August 2026 Note and August 2026 Warrants, respectively, the August 2026 Note and August 2026 Warrants have