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Banzai International Inc. 424B Filings

BNZI NASDAQ

Every 424B that Banzai International Inc. (BNZI) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow BNZI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BNZI filings page.

Rhea-AI Summary

Banzai International, Inc. filed a prospectus supplement for the registration of up to 15,000,000 shares of Class A common stock and incorporated its quarterly results for the period ended June 30, 2026.

For the quarter, revenue was $2.3 million, down from $3.1 million a year earlier, with a net loss of $5.0 million. For the first six months, revenue totaled $5.0 million and the net loss was $13.4 million. Cash was $0.6 million at June 30, 2026, while cash used in operating activities for the first half of 2026 was $9.4 million. Total assets were $31.3 million and total liabilities $19.1 million, resulting in stockholders’ equity of $12.2 million.

The company discloses that recurring losses, negative operating cash flows and limited cash create substantial doubt about its ability to continue as a going concern, and indicates it is relying on additional equity and debt financing, including the Yorkville SEPA and an at-the-market program, to support operations.

Rhea-AI Summary

Banzai International, Inc. is updating a prior prospectus to incorporate its Quarterly Report for the period ended June 30, 2026, while registering up to 2,309,107 shares of Class A common stock underlying Notes and up to 1,647,861 shares underlying Common Warrants. The company operates a SaaS video engagement platform and recently rebranded its trade name to “Parabolic,” with its Nasdaq trading symbols changing to PARA and PARAW.

For the first half of 2026, revenue was $4.97 million, down from $6.51 million a year earlier, and the net loss widened to $13.38 million. Cash was $0.65 million as of June 30, 2026, against net cash used in operating activities of $9.37 million for the six-month period. Total assets were $31.30 million and stockholders’ equity was $12.23 million. Management discloses that recurring losses, negative operating cash flows, low cash balance and an accumulated deficit of $114.2 million raise substantial doubt about the ability to continue as a going concern within one year, and planned debt and equity financings under the Yorkville SEPA and ATM are not considered probable enough to remove that doubt.

Rhea-AI Summary

Banzai International, Inc. is registering for resale up to 3,956,968 shares of Class A common stock, consisting of 2,309,107 shares issuable upon conversion of a senior secured convertible note and 1,647,861 shares issuable upon exercise of Buyer Warrants, all held by selling stockholders. The company will not receive proceeds from these resales, and will only receive cash if the Buyer Warrants are exercised for cash rather than on a cashless basis.

The additional shares reflect anti-dilution and adjustment provisions in the notes and warrants that increased the number of shares issuable. Banzai is a SaaS MarTech platform serving over 150,000 customers across 90 countries and has expanded via acquisitions of OpenReel, Vidello, Superblocks assets and ConnectAndSell assets. Recent financing includes a $2.1 million subordinated secured note and multiple high-cost short-term promissory notes, alongside a 1‑for‑20 reverse stock split that reduced Class A shares outstanding to 1,145,515 pre‑transaction. The company reports significant operating losses and its auditors have expressed substantial doubt about its ability to continue as a going concern.

Rhea-AI Summary

Banzai International, Inc. is registering up to 15,000,000 shares of Class A Common Stock for resale by a selling securityholder under a Standby Equity Purchase Agreement with Yorkville. These are shares issuable pursuant to past or future Advances under the SEPA.

The company will not receive any proceeds from sales of these registered shares; the selling securityholder will receive the sale proceeds, while Banzai pays related registration expenses. Class A Common Stock outstanding was 3,280,551 shares as of July 14, 2026, so resale activity could create significant stock overhang and pressure on the trading price.

Banzai reports operating losses, substantial use of debt and equity-linked financing, a recent 1-for-20 reverse stock split, and a going-concern uncertainty, and highlights numerous business, financing, dilution, and macroeconomic risks in its risk-factor section.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Banzai International, Inc. is supplementing its prospectus to register up to 25,000,000 shares of Class A common stock.

The supplement attaches the Company’s Form 10-Q for the quarter ended March 31, 2026 and updates the base prospectus dated April 27, 2026. The 10-Q discloses cash of $137,000, revenue of $2.696M for the three months ended March 31, 2026, and a net loss of $8.417M in the quarter. The filing includes a going concern disclosure noting substantial doubt about the Company’s ability to continue as a going concern within one year absent additional financing. Shares outstanding reported were Class A: 1,422,526 and Class B: 33,856 as of May 14, 2026.

Rhea-AI Summary

Banzai International, Inc. is registering 2,076,842 shares of Class A Common Stock for resale by selling securityholders; these shares are issuable upon conversion of convertible notes (the “2024 CP BF Convertible Note”). The company will not receive proceeds from sales by the selling securityholders and is registering the shares pursuant to the selling securityholders’ registration rights.

The prospectus states 18,492,103 shares outstanding as of April 14, 2026 and discloses the convertible note balance tied to the registered shares as $4,725,921 (issued October 2025). The registration permits resale by the holders publicly or privately and notes potential market pressure from substantial resales.

Rhea-AI Summary

Banzai International, Inc. is registering up to 25,000,000 shares of Class A Common Stock for resale by a selling securityholder pursuant to shares issuable under its SEPA. The company will not receive proceeds from these resales and remains responsible only for registration expenses. The filing notes 18,790,422 shares of Class A Common Stock outstanding as of April 17, 2026. The SEPA (standby equity purchase agreement) and prior SEPA registration statements are described, including past Advance Notices, conversions, and the conditions and pricing mechanics (VWAP-based pricing options, Floor Price, and beneficial ownership limits). The prospectus highlights risks including a going concern statement, potential dilution from conversions and Advances under the SEPA, and Nasdaq listing risk.

Rhea-AI Summary

Banzai International, Inc. is registering up to 25,000,000 shares of Class A Common Stock for resale by a single selling securityholder under its standby equity purchase agreement (SEPA). These shares may be issued over time pursuant to Advances under the SEPA and then resold into the market. Banzai will not receive any proceeds from these resales, though it will bear related offering expenses. As of January 14, 2026, 11,687,192 shares of Class A Common Stock were outstanding, so the registered amount is large relative to the current share count and could increase selling pressure. The prospectus also describes multiple convertible notes, warrants, and at-the-market offerings, as well as a going concern warning, ongoing operating losses, and significant debt and equity financing arrangements that highlight liquidity and dilution risks for existing stockholders.

Rhea-AI Summary

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.