Banzai International, Inc.

false 0001826011 0001826011 2026-07-07 2026-07-07 0001826011 us-gaap:WarrantMember 2026-07-07 2026-07-07 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): July 7, 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) (IRS Employer Identification No.) 435 Eriksen 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 BNZI 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 BNZIW 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. On July 1, 2026 (the "Effective Date"), Banzai International, Inc. (the "Company") and its subsidiaries (together with the Company, the "Borrowers") entered into a Subordinated Business Loan and Security Agreement (the "Loan Agreement") with Agile Capital Funding, LLC, as collateral agent ("Collateral Agent"), and Agile Lending, LLC, as lead lender ("Lead Lender" and, together with any assignees party thereto, the "Lenders"). Pursuant to the Loan Agreement, the Borrowers issued a Subordinated Secured Promissory Note (the "Note"), dated July 1, 2026, in the aggregate principal amount of $2,100,000, and received $2,000,000 of proceeds, net of a $100,000 Administrative Agent Fee. The Note is repayable in 32 weekly installments of $94,500, representing a payment multiplier of 1.44x, and all amounts are due on February 10, 2027 (the "Maturity Date"). Borrowers may voluntarily prepay the Note in full, and if repaid within 30, 45, or 60 days after the Effective Date, the total loan payoff amount is reduced to $2,625,000, $2,730,000, or $2,835,000, respectively. Capitalized terms used but not defined in this Current Report on Form 8-K shall have the meanings set forth in the Loan Agreement and the Note, as applicable. The Note is secured by a continuing security interest in substantially all assets of the Borrowers (the "Collateral"), and both the Collateral and the Borrowers' repayment obligations under the Note are subordinate to existing senior indebtedness, including indebtedness owed to CP BF Lending, LLC, 3i, LP, and Hudson Global Ventures, LLC. The Loan Agreement contains customary covenants and events of default. Upon the occurrence of an Event of Default, the Lenders may, at their option, declare the entire unpaid principal balance of the Note, together with all accrued interest and other charges, immediately due and payable, and exercise any and all rights and remedies available under the Loan Agreement and applicable law, including repossession of the Collateral. In addition, interest on outstanding Obligations will accrue at the Default Rate, which is equal to the otherwise applicable interest rate plus five percentage points (5.00%). The foregoing descriptions of the Loan Agreement and the Note are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.5 and 10.6, respectively, and are incorporated herein by reference. The information set forth in Item 2.01 of this Current Report on Form 8-K regarding the APA (as defined below) is incorporated herein by reference. Item 2.01 Completion of Acquisition or Disposition of Assets. On July 2, 2026, the Company entered into an Asset Purchase Agreement (the "APA") with ConnectAndSell, Inc., a Delaware corporation ("ConnectAndSell"), and Banzai CS Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Acquisition Sub"), pursuant to which the Company agreed to purchase (and to direct the transfer of title to Acquisition Sub) substantially all of the assets of ConnectAndSell (the "Purchased Assets"), and Acquisition Sub agreed to assume certain specified liabilities of ConnectAndSell (the "Assumed Liabilities"), on the terms and subject to the conditions set forth in the APA (the "Transaction"), with the closing of the Transaction (the "Closing"). ConnectAndSell's business focuses on Software-as-a-Service and AI for sales enablement (the "Business"). A copy of the APA is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The aggregate consideration for the Purchased Assets (the "Purchase Price") consists of (i) cash and shares of Class A Common Stock of the Company (the “Shares”) (or Pre-Funded Warrants in lieu of Shares) with an aggregate value of $8,450,000) (the "Closing Consideration"), payable at the Closing, comprised of (a) $750,000, payable in cash, (b) $5,900,000, payable in Shares (which will equal 9.99% of the number of shares of the Company's Class A Common Stock (the "Common Stock") outstanding immediately following such issuance), of which shares with an aggregate value of $1,340,000 (based on the Closing VWAP) (the "Holdback Shares") shall be withheld as security for ConnectAndSell's indemnification obligations under the APA, and/or Pre-Funded Warrants, and (c) a promissory note in the amount of $1,800,000 (the "Employee Indebtedness Note") bearing interest at a rate of 8% per annum, payable in equal quarterly installments in cash over the twelve (12)-month period following the Closing, provided that if the Company and ConnectAndSell mutually agree, any such quarterly payment may be made in freely trading shares of Common Stock and/or Pre-Funded Warrants, (ii) a first deferred cash payment in the amount of $1,500,000 (the "First Deferred Cash Payment"), payable within ten (10) days of the Closing, (iii) a second deferred cash payment in the amount of $3,250,000 (the "Second Deferred Cash Payment"), payable within three (3) Business Days following the earlier of (x) the date that the SEC declares effective the registration statement covering the securities issued in the Private Placement (as defined below) and (y) December 31, 2026, provided that if the Second Deferred Cash Payment becomes due and payable after September 30, 2026, the amount will be increased by simple interest at a rate of 8% per annum from September 30, 2026 until paid, (iv) earn-out payments contingent upon the achievement of certain revenue targets following the Closing (the "Earn-Out Consideration"), and (v) the assumption of the Assumed Liabilities. Pursuant to the APA, the Second Deferred Cash Payment shall