[8-K/A] Banzai International, Inc. Amends Material Event Report

Rhea-AI Filing Summary

Banzai International amended its prior report to correct a scrivener's error and describes a recent private financing. The company issued senior secured convertible notes with an aggregate original principal of $11,000,000 that carry a 10% original issue discount and accrue interest at 10% per annum. The Notes mature 12 months from issuance and are convertible into common stock subject to a floor conversion price of $0.11 and beneficial ownership limitations of 4.99% (or up to 9.99% by election). Buyer warrants to purchase up to 671,243 shares and financial advisor warrants for 212,121 shares were issued. Initial net proceeds to the company were approximately $1.725 million, intended for general corporate purposes and working capital.

The amendment corrects the stated maturity to 12 months (and corrects an exhibit maturity date to June 30, 2026). The transaction includes registration rights requiring a registration statement to be filed and effective on an expedited timetable, a leak-out agreement limiting resale during a restricted period, and customary default, redemption and conversion mechanics, including a 15% redemption premium upon certain defaults.

Positive

• Provides immediate liquidity: initial net proceeds of approximately $1.725 million for general corporate purposes and working capital
• Secured instrument with structured conversion: Notes are senior secured and convertible with a defined conversion mechanics and price floor of $0.11
• Registration rights included: Company must file a registration statement within 30 days and use best efforts to have it declared effective, supporting resale liquidity

Negative

• High effective cost of capital: 10% original issue discount plus 10% annual interest significantly reduce economic value of proceeds
• Short maturity: Notes mature in 12 months, creating near-term repayment or conversion pressure
• Significant potential dilution: Buyer warrants up to 671,243 shares and financial advisor warrants for 212,121 shares increase dilution risk
• Substantial advisory fees: Cash fees equal to 7% of gross proceeds, 1% management fee and $75,000 expense allowance materially reduced net proceeds
• Resale and transfer limits: Leak-Out Agreement and beneficial ownership caps restrict sales and warrant exercises during the Restricted Period

Insights

Financial Analyst

TL;DR: Short-term secured convertible financing yields limited net cash, carries high cost and meaningful dilution potential.

The company issued $11.0 million in senior secured convertible notes with a 10% OID and 10% interest, maturing in 12 months. After advisory fees and expenses the company received approximately $1.725 million in net proceeds, which materially reduces effective cash raised versus principal. The notes include conversion mechanics with a $0.11 floor, ownership caps (4.99% default, up to 9.99% by election), buyer warrants for 671,243 shares and advisor warrants for 212,121 shares, creating clear dilution vectors. Registration rights and a leak-out agreement modify liquidity and resale timing. Overall, this financing provides near-term liquidity but at a high effective cost and with substantial dilution risk for existing shareholders.

Corporate Governance Expert

TL;DR: Amendment corrects maturity language; agreements include customary protections, registration rights and resale restrictions.

The amendment clarifies that the notes mature 12 months after issuance and corrects an exhibit maturity date to June 30, 2026. The transaction documentation includes a Purchase Agreement, Registration Rights Agreement, Leak-Out Agreement and warrants for the buyer and financial advisor. The Registration Rights Agreement obligates the company to file a registration statement within 30 days and use best efforts to have it declared effective within 60 (or 90 if full review) days. The Leak-Out Agreement and beneficial ownership caps limit immediate shareholder transfers and exercises. These terms are typical in private financings, but they impose operational and disclosure obligations and restrict share liquidity until registration and other conditions are satisfied.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 8, 2025 (July 3, 2025)

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)		(I.R.S. Employer Identification No.)

435 Ericksen 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 $11.50		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. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A is being filed to amend Item 1.01 of Banzai International, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2025 (the “Original 8-K”) to correct a scriveners’ error in which the maturity date of the senior secured convertible notes was incorrectly stated as “18 months” after issuance instead of 12 months after issuance. Correspondingly, we are also correcting Exhibit 4.1 which stated a December 30, 2026, maturity date of instead of a June 30, 2026, maturity date. No other material changes have been made to the Original 8-K.

Item 1.01. Entry into a Material Definitive Agreement.

On June 27, 2025, Banzai International, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Buyer”) for the issuance and sale in a private placement (the “Offering”) of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the “Notes”) which Notes shall be convertible into shares of common stock, par value $0.0001, of the Company (the “Common Stock”) (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the Notes. The Buyer is purchasing (i) a Note in the aggregate original principal amount of $11,000,000 and (ii) a warrant to initially acquire up to 671,243 shares of Common Stock (the “Buyer Warrants”) (as exercised, collectively, the “Warrant Shares”). In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the “Letter Agreement”) with Rodman & Renshaw LLC as the exclusive financial advisor (the “Financial Advisor”) pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 212,121 shares of Common Stock (the “Financial Advisor Warrants”, together with the Buyer Warrants, the “Warrants”). The Offering closed on June 30, 2025 (the “Closing Date”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

The Notes were issued with an original issue discount of 10.0% (the “OID”) and accrue interest at a rate of 10.0% per annum. The Notes mature 12 months from the date of issuance (the “Maturity Date”), unless extended pursuant to the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the “Conversion Rate”). At no time may the Buyer hold more than 4.99% (or up to 9.99% at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The conversion price of the Note is subject to a floor price of $0.11.

In addition, if an Event of Default (as defined in the Notes) has occurred under the Notes, the Buyer may elect convert (each, an “Alternate Conversion”, and the date of such Alternate Conversion, each, an “Alternate Conversion Date”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion Amount”) into shares of Common Stock at a conversion rate equal to the quotient of (x) the product of (A) the Redemption Premium and (B) the Alternate Conversion Amount, divided by (y) the Alternate Conversion Price (the “Alternate Conversion Rate”). Upon the occurrence of an Event of Default, the Company is required to deliver written notice to the Buyer within one (1) business day (an “Event of Default Notice”). At any time after the earlier of (a) the Buyer’s receipt of an Event of Default Notice, and (b) the Buyer becoming aware of an Event of Default, the Buyer may require the Company to redeem all or any portion of the Notes at a 15% premium. Beginning the earlier to occur of (x) the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement filed pursuant to the Registration Rights Agreement and (y) August 1, 2025, and thereafter, the first Trading Day of the calendar month immediately following (each an “Installment Date”) until the Maturity Date, the Company shall repay the Buyer $183,333.33 towards the principal balance of the Notes, plus any then-accrued and unpaid interest in cash or, provided certain conditions are satisfied, shares of Common Stock, at the Company’s option (collectively, the “Installment Amount”). In connection with a “Change of Control”, the Buyer shall have the right to require the Company to redeem part or all of the Notes outstanding in cash, at the highest calculation of the Change of Control Redemption Price, each of which is outlined in their entirety within the Notes.

The Buyer also agreed to enter into Leak-Out Agreement governing the sale of Company shares until the earlier to occur of (i) such date as the Buyer no longer holds any Notes, (ii) the date of any Redemption Notice (as defined in the Notes) of any Notes then outstanding, (iii) such date upon which any breach by the Company of any term of the Purchase Agreement occurs, regardless of whether such breach is subsequently cured and (iv) such date any Event of Default (as defined in the Notes) occurs, regardless of whether such Event of Default is subsequently cured (such period, the “Restricted Period”), with sale limitations tied to the Company’s daily trading volume, as detailed in the Leak-Out Agreement.

The Buyer Warrants are to purchase up to 671,243 shares of Common Stock, at an exercise price of $0.66 per share. The Buyer Warrants are exercisable immediately upon issuance and have a term of exercise equal to three years from the date of issuance.

A holder of the Buyer Warrants may not exercise any portion of such holder’s Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. In the event of a Change of Control, holders of the Warrants will have the right to receive the Black Scholes Value of their Warrants calculated pursuant to a formula set forth in the Warrants, payable in cash.

In connection with the Offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of July 30, 2025, with the Buyer, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the Conversion Shares, the Warrant Shares and the shares of Common Stock underlying the Financial Advisor Warrants, no later than thirty (30) days after the date of the Registration Rights Agreement (the “Registration Statement”), and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than sixty (60) days following the date of the Registration Rights Agreement (or ninety (90) days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC).

The initial net proceeds to the Company from the Offering were approximately $1.725 million, after deducting financial advisory fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Offering for general corporate purposes and working capital.

Rodman & Renshaw LLC (“Rodman”) acted as the Company’s exclusive financial advisor in connection with the Offering, pursuant to that certain Letter Agreement, dated as of April 30, 2025, as amended, between the Company and Rodman. Pursuant to the Letter Agreement, the Company paid Rodman (i) a total cash fee equal to 7% of the aggregate gross proceeds of the Offering (inclusive of the gross proceeds to be received from the exercise of any Buyer Warrants), (ii) a management fee of 1.0% of the aggregate gross proceeds of the Offering (inclusive of the gross proceeds to be received from the exercise of any Buyer Warrants), and (iii) a non-accountable expense allowance of $75,000. In addition, the Company issued to Rodman or its designees the Financial Advisor Warrants to purchase up to an aggregate of 212,121 shares of Common Stock at an exercise price equal to $0.8250 per share, which represents 125% of the Offering price. The Financial Advisor Warrants have substantially the same terms as the Buyer Warrants, are exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the date of issuance.

Pursuant to the Purchase Agreement, the Company agreed not to issue any Notes (other than to the Buyers as contemplated hereby) without the prior written consent of the Required Holders (as defined in the Purchase Agreement), issue any other securities that would cause a breach or default under the Notes or the Warrants, or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until after the effective date of the Registration Statement. The Company has also agreed not to effect any Variable Rate Transaction (as defined in the Purchase Agreement), other than a Permitted ATM (as defined in the Purchase Agreement) until the later of (x) the 180th calendar day after the Initial Closing Date (the “Additional Closing Expiration Date”) and (y) such date as no Notes remain outstanding.

The Letter Agreement and Purchase Agreement contain customary representations and warranties and agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the Notes, the Warrant, the Registration Rights Agreement, and the Leak-Out Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the Notes, the Warrant, form of the Registration Rights Agreement, and Leak-Out Agreement which are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3 respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the Notes, (ii) the Buyer Warrants and (iii) the shares of Common Stock issuable upon exercise of the Warrants is incorporated herein by reference. Neither the issuance of the Notes, the Buyer Warrants, nor the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The issuance of the Notes and the Buyer Warrants were, and the shares of Common Stock issuable upon the conversion or exercise thereof, respectively, will be, issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

Item 8.01 Other Events.

On July 1, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Senior Secured Convertible Note
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 8, 2025

	BANZAI INTERNATIONAL, INC.
	By:	/s/ Joseph Davy
		Joseph Davy
		Chief Executive Officer

FAQ

What financing did Banzai International (BNZI) complete?

BNZI issued senior secured convertible notes with $11,000,000 aggregate original principal and associated warrants; the Offering closed on the Closing Date stated in the filing.

How much cash did BNZI receive from the offering?

The company received approximately $1.725 million in initial net proceeds after paying financial advisory fees and estimated offering expenses.

What are the key economic terms of the Notes?

Notes carry a 10% original issue discount, accrue interest at 10% per annum, and mature 12 months after issuance; conversion price has a floor of $0.11.

What warrants were issued in the transaction?

Buyer Warrants to purchase up to 671,243 shares at $0.66 per share (3-year term) and Financial Advisor Warrants for 212,121 shares at $0.8250 per share (5-year term).

What investor protections and restrictions were included?

The transaction includes registration rights, a Leak-Out Agreement limiting resale during a Restricted Period, beneficial ownership caps (4.99% default, up to 9.99% electable), and redemption/alternate conversion rights on default.

What did the amendment correct?

The amendment corrected a scrivener's error changing the stated note maturity from 18 months to 12 months and corrected an exhibit maturity date to June 30, 2026.