Welcome to our dedicated page for Banzai International SEC filings (Ticker: bnzi), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Banzai International, Inc. (BNZI) is registering for resale up to 361,766 shares of Class A Common Stock for a selling securityholder. These comprise 117,647 shares underlying Series A warrants at $2.50 per share, 117,647 shares underlying Series B warrants at $2.50 per share, 117,647 shares underlying pre-funded warrants at $0.01 per share, and 8,825 shares underlying placement agent warrants. The company will not receive proceeds from any resale of shares, but may receive cash if the warrants are exercised. As of November 24, 2025, 7,325,689 shares of Class A Common Stock were outstanding, separate from the shares covered here. The prospectus highlights significant risk factors, including recurring operating losses, substantial doubt about the company’s ability to continue as a going concern, heavy use of convertible financing, multiple warrant overhangs, potential dilution from the SEPA and other notes, and the risk that large resales could pressure BNZI’s Nasdaq-traded share price.
Banzai International (BNZI) filed its Q3 2025 10‑Q, showing strong top-line growth but continued losses and tight liquidity. Revenue reached $2.84 million for the quarter (vs. $1.08 million a year ago) and $9.35 million year-to-date (vs. $3.23 million). Gross profit was $2.33 million in Q3. Operating expenses rose with integration and amortization, leading to an operating loss of $4.43 million in Q3 and a year-to-date net loss of $17.46 million.
Cash was $0.85 million at September 30, 2025, and operating cash outflow was $13.42 million for the first nine months, indicating constrained liquidity. Total liabilities were $27.55 million; stockholders’ equity improved to $5.44 million from a deficit at year-end, reflecting financings and non-cash items. The company completed reverse stock splits of 1‑for‑50 (September 2024) and 1‑for‑10 (July 2025). A revenue recognition error from Q2 2025 was revised as immaterial. Class A shares outstanding were 6,513,153 and Class B 231,114 as of November 11, 2025.
Banzai International (BNZI): Form 4 insider activity — CP BF Lending, LLC and Brad Shain reported a note conversion and same‑day sale. A convertible note was converted into 62,700 shares of Class A common stock on 11/06/2025, then 62,700 shares were sold at a weighted average price of $2.8056 per share.
Following these transactions, the filing shows 4 shares of Class A common stock beneficially owned directly. The derivative table lists 2,682,070 derivative securities beneficially owned following the reported transaction.
Footnotes add context: a 1‑for‑10 reverse split occurred on July 8, 2025; on October 10, 2025, the convertible note’s conversion price was amended to 95% of the prior trading day’s share price, subject to a $2.50 floor; the note’s maturity date is February 19, 2027.
Banzai International (BNZI) amended its senior convertible note with CP BF Lending, lowering the conversion price to 95% of the prior trading day’s Class A share price, with a floor of $2.50. As of October 14, 2025, the balance outstanding under the note was $4,861,926.46.
CP BF agreed to partially convert at the new price, while sales or conversions are limited to 5% of aggregate daily trading volume, unless waived. The company will reserve shares equal to 120% of those issuable on full conversion at the new price and register 100% of such shares within 60 days. Upon receiving $2,000,000 and filing the registration, CP BF will waive certain events of default and, through December 31, 2025, will not exercise remedies tied to specified financial covenants for the period ending September 30, 2025.
The note accrues 15.5% PIK interest (20% on default) and matures on February 19, 2027. Earlier terms included a $900 monthly servicing fee and a $160,000 origination fee.
Banzai International (BNZI) filed a Form 3 reporting initial beneficial ownership tied to an event on 10/09/2025. The filing lists 1,226,624 shares of Class A Common Stock as beneficially owned. The shares are held by FE IV OR Aggregator, LLC, and Frederick N. Coulson IV, as manager of that entity, disclaims beneficial ownership except to the extent of any pecuniary interest. The report indicates the filer is a director and was filed by more than one reporting person.
Banzai International, Inc. paid cash advisory fees and issued Financial Advisor Warrants tied to its October closing. The company paid a cash fee equal to
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