Banzai Announces Institutional Investor Increases Direct Equity Stake to 18.7% Following Exercise of Warrants

Rhea-AI Summary

Banzai (NASDAQ: BNZI) announced that an institutional investor exercised its Pre-Funded Warrants issued in connection with the ClearDoc acquisition, resulting in issuance of 1,176,628 shares of Class A common stock.

Key dates: warrants and initial securities issued Dec 18, 2024; investor completed a cashless exercise on Oct 9, 2025. The original private placement comprised 49,996 shares and 1,176,950 Pre-Funded Warrants with an exercise price of $0.001 per share. Following the exercise, the investor’s beneficial ownership rose to approximately 18.7% of outstanding Class A stock.

Positive

• Investor beneficial ownership increased to 18.7%
• All Pre-Funded Warrants from ClearDoc acquisition have been exercised
• Transaction completed via cashless exercise on Oct 9, 2025

Negative

• Issuance of 1,176,628 shares dilutes existing Class A shareholders
• Cashless exercise produced no cash proceeds to the company

Institutional Investor Exercises Pre-Funded Warrants Acquired as Part of ClearDoc, Inc. Acquisition

SEATTLE, Oct. 14, 2025 (GLOBE NEWSWIRE) -- Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it has issued 1,176,628 shares of Class A Common Stock to an institutional investor (the “Investor”), pursuant to the full exercise of its Pre-Funded Warrants received in December 2024.

On December 18, 2024, as consideration for its acquisition of ClearDoc, Inc., the Company issued securities in a private placement to certain ClearDoc, Inc. shareholders, including the Investor. Pursuant to that issuance, the Investor acquired 49,996 shares of Class A Common Stock and 1,176,950 Pre-Funded Warrants with an exercise price of $0.001 per share. The Investor has not sold any shares issued under the private placement to date.

On October 9, 2025, the Investor net exercised all of its Pre-Funded Warrants on a cashless basis. Following this exercise, all Pre-Funded Warrants issued in connection with the ClearDoc, Inc. acquisition have been exercised. Following the exercise, the Investor‘s beneficial ownership position increased to approximately 18.7% of the Company’s outstanding Class A Common Stock.

“This warrant exercise by a key institutional shareholder demonstrates the continued confidence in our long-term strategy,” Joe Davy, Founder and CEO of Banzai. “We continue to appreciate the long-term support from all stakeholders.”

About Banzai

Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. On a mission to help their customers grow, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Banzai has over 140,000 customers including RBC, Dell Technologies, New York Life, Thermo Fisher Scientific, Thinkific, and ActiveCampaign. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
BNZI@mzgroup.us
www.mzgroup.us

Media
Nancy Norton
Chief Legal Officer, Banzai
media@banzai.io

FAQ

What did Banzai (BNZI) announce on October 14, 2025 about warrant exercises?

Banzai announced an institutional investor exercised Pre-Funded Warrants, issuing 1,176,628 shares and increasing ownership to ~18.7%.

How many Pre-Funded Warrants from the ClearDoc acquisition were originally issued to the investor?

The investor originally received 1,176,950 Pre-Funded Warrants as part of the Dec 18, 2024 private placement.

When did the investor complete the exercise of the Pre-Funded Warrants for BNZI?

The investor net exercised all Pre-Funded Warrants on a cashless basis on Oct 9, 2025.

What was the exercise price of the Pre-Funded Warrants issued to the investor in the ClearDoc deal?

The Pre-Funded Warrants had an exercise price of $0.001 per share.

Does Banzai (BNZI) receive cash from the investor’s warrant exercise?

No; the investor completed a cashless exercise, so there were no cash proceeds from that exercise.

How did the warrant exercise affect BNZI shareholder ownership percentages?

Following the exercise, the investor’s beneficial ownership increased to approximately 18.7% of Class A common stock.