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.
Banzai International filings document the regulatory record for a public MarTech SaaS company with common stock, warrants, secured debt, convertible-note arrangements, and shareholder-approved capital actions. Recent Form 8-K and 8-K/A reports disclose material definitive agreements, note exchanges, forbearance arrangements, private-placement securities, warrants, and amendments affecting the company’s common stock structure.
The company’s proxy statements and voting-result filings cover director elections, auditor appointment matters, special-meeting proposals, and approval of a reverse stock split affecting Class A common stock and Class B common stock. These filings also identify Banzai as a Delaware corporation listed on The Nasdaq Capital Market under BNZI.
Banzai International, Inc. is registering up to 3,956,968 shares of Class A common stock for resale by selling stockholders, including 2,309,107 shares issuable upon conversion of senior secured convertible notes and 1,647,861 shares issuable upon exercise of Buyer Warrants. Class A common shares outstanding were 3,280,551 as of July 14, 2026; this is a baseline figure, not the amount being offered. The company will not receive proceeds from these resales but may receive cash if the warrants are exercised for cash rather than on a cashless basis.
Banzai operates a SaaS marketing-technology platform serving over 150,000 customers worldwide and has expanded via acquisitions such as OpenReel, Vidello, Superblocks and, in July 2026, the ConnectAndSell assets. Recent financing includes an $11,000,000 senior secured convertible note with 3i, LP, a new $2,100,000 subordinated secured note with Agile entities, and multiple high-interest short‑term notes and equity offerings, including a July 2026 underwritten sale of 327,273 shares at $2.75 per share for approximately $0.9 million in gross proceeds. The company reports significant operating losses ($18.5 million in 2025 and $5.8 million in the first quarter of 2026) and its auditors have expressed substantial doubt about its ability to continue as a going concern, with dependence on continued access to capital and successful execution of its growth strategy.
Banzai International, Inc. is registering up to 15,000,000 shares of Class A Common Stock for resale by Yorkville under a Standby Equity Purchase Agreement (SEPA). The company states it will not receive proceeds from sales by the selling securityholder under this prospectus. Class A Common Stock outstanding was 3,280,551 shares as of July 14, 2026; this is a baseline figure, not the amount being offered.
Banzai is a SaaS marketing-technology provider serving over 150,000 customers and growing through acquisitions including OpenReel, Vidello, Superblocks and ConnectAndSell. It reports substantial operating losses ($18.5 million in 2025 and $5.8 million in Q1 2026), and management and auditors have raised substantial doubt about its ability to continue as a going concern. Recent capital-raising includes a $0.9 million July 2026 equity offering, a $2.1 million subordinated loan, multiple high-interest and convertible notes, and a 1-for-20 reverse stock split completed in May 2026.
Banzai International, Inc. entered into an underwriting agreement with Aegis Capital Corp. for a public offering of 327,273 shares of common stock at $2.75 per share, with a 45-day option for the underwriter to buy up to 36,364 additional shares to cover over-allotments.
The offering closed on July 14, 2026 and generated approximately $0.9 million in gross proceeds before underwriting discounts and expenses. Aegis receives a 7.0% underwriting discount, a non-accountable expense allowance, and reimbursement of certain costs, including up to $50,000 of legal fees. Banzai plans to use the net proceeds for general corporate purposes, including working capital, potential debt reduction, complementary product or technology investments, and capital expenditures. The transaction was conducted under an effective Form S-3 shelf registration, and Aegis may also act as Banzai’s exclusive investment bank under a separate engagement letter.
Banzai International, Inc. is conducting a public offering of 327,273 shares of Class A Common Stock at $2.75 per share, for gross proceeds of $900,000. Aegis Capital Corp. is sole book-running manager, with a 7% underwriting discount and a 45-day over-allotment option for 36,364 additional shares.
Before expenses, proceeds to the company are $837,000; net proceeds are estimated at approximately $0.8 million, to be used for working capital and general corporate purposes, including sales and marketing, product development and capital expenditures. Class A shares outstanding would rise from 2,953,278 to 3,280,551, excluding any over-allotment.
As of March 31, 2026, Banzai reported a net tangible book value of approximately ($21.6) million, or ($24.94) per share, which would improve to ($20.9) million, or ($17.48) per share after this offering. New investors would experience immediate dilution of $20.23 per share. Auditors have included explanatory paragraphs expressing substantial doubt about Banzai’s ability to continue as a going concern, and the company highlights risks related to repeated reverse stock splits and potential Nasdaq delisting if bid-price requirements are not maintained.
Banzai International, Inc. plans a primary offering of Class A Common Stock and, for certain investors, pre-funded warrants to purchase Class A Common Stock under its effective $30,000,000 shelf registration. Final share counts, prices and gross proceeds are not yet set in this preliminary supplement. Pre-funded warrants will be sold at the share price minus $0.0001 and have a $0.0001 per share exercise price, exercisable only on a cashless basis and subject to a 4.99%–19.99% beneficial ownership cap. Aegis Capital Corp. is sole book-running manager and holds a 45‑day option to purchase up to 15% additional stock and/or pre-funded warrants to cover over‑allotments.
The company intends to use net proceeds, together with existing cash, for working capital and general corporate purposes, including sales and marketing, product development and capital expenditures. As of July 10, 2026, Banzai had 2,953,278 Class A and 33,856 Class B shares outstanding, with non‑affiliate Class A holdings implying a public float of about $22.6 million. The filing highlights significant risks: substantial historical losses, a negative net tangible book value as of March 31, 2026, potential dilution from this and future financings, dependence on continued Nasdaq Capital Market listing, constraints under Form S‑3 General Instruction I.B.6, and going‑concern explanatory paragraphs from its auditors.
Banzai International is acquiring substantially all assets of ConnectAndSell through an Asset Purchase Agreement, paying a mix of cash, stock, pre-funded warrants and notes with an initial Closing Consideration valued at $8.45M.
The structure includes $750,000 cash, $5.9M in Class A shares (with $1.34M of holdback stock), and an $1.8M employee indebtedness note at 8% interest, plus deferred payments of $1.5M and $3.25M and performance-based earn-outs tied to recurring revenue.
To help fund the deal, Banzai entered a subordinated secured loan for $2.1M in principal and received $2.0M of proceeds, repayable in 32 weekly installments with a 1.44x payment multiplier, secured on substantially all borrower assets and subordinated to existing senior debt. ConnectAndSell’s historical financials show recurring losses and a going-concern warning, highlighting integration and execution risks.
CP BF Lending, LLC, a 10% owner of Banzai International, Inc., reported a sequence of conversions and sales of Class A Common Stock on June 5, 2026. The entity converted a total of 111,826 shares from a convertible note and sold the same number of shares in open‑market transactions at prices including $5.1889, $4.6140, and $5.9950 per share, leaving direct ownership of 4 shares.
Footnotes state that the convertible note terms were adjusted for a Reverse Split effective May 8, 2026 and that, as of May 14, 2026, $5,361,910 remained outstanding under the note. On May 15, 2026, the issuer and CP BF Lending amended the note to reduce the floor price for conversions from $50.00 to $4.50 per share, with the conversion price set at 95% of the Class A common stock price on the trading day before each conversion notice, subject to this floor. The note’s maturity date is February 19, 2027, or earlier if it becomes due under its terms.
Banzai International, Inc. is registering up to 3,731,746 shares of Class A common stock for resale by existing investors, consisting of 2,309,107 shares issuable upon conversion of senior secured convertible notes and 1,422,639 shares issuable upon exercise of Buyer Warrants. The company will not receive proceeds from resales, but may receive cash only if the warrants are exercised for cash.
Banzai is a SaaS MarTech platform serving over 150,000 customers across 90 countries, selling mainly via subscriptions and growing through acquisitions such as OpenReel, Vidello and Superblocks. A 1‑for‑20 reverse stock split effective May 8, 2026 reduced outstanding Class A shares to 1,145,515 at that time; Class A shares outstanding were 2,112,325 as of June 2, 2026.
The prospectus highlights significant financing activity including 3i notes and Buyer Warrants with anti‑dilution adjustments, Agile note exchanges, 1800 Diagonal and CP BF convertible debt, and an up to $100 million Standby Equity Purchase Agreement with Yorkville. Banzai reports recurring operating losses, negative operating cash flow and an auditor‑noted substantial doubt about its ability to continue as a going concern.
Banzai International, Inc. is registering 2,076,842 shares of Class A Common Stock underlying convertible notes on a prospectus supplement to its April 27, 2026 prospectus. The supplement incorporates the Company’s Form 10-Q for the quarter ended March 31, 2026 by reference and updates the prospectus dated April 27, 2026.
The Q1 2026 financials show $0.1 million in cash at March 31, 2026, a net loss of $8.417 million for the three months ended March 31, 2026, and an accumulated deficit of $109.189 million. The Company discloses substantial doubt about its ability to continue as a going concern within one year and states planned equity or debt financings (including the Yorkville SEPA and an ATM) as part of its remediation plans.