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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 2, 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.
Item 3.03 Material Modifications to Rights of Security Holders.
On
June 27, 2025, certain stockholders of Banzai International, Inc. (the “Company”) who collectively held approximately
62.69% of the total issued and outstanding voting power of the Company, approved an amendment to the Company’s Certificate
of Incorporation, as amended and restated (the “COI”), to effect a reverse stock split (the “Reverse Stock Split”)
of the Company’s Class A Common Stock, par value $0.0001 par value (the “Class A Common Stock”) and Class B
Common Stock, $0.0001 par value per share (the “Class B Common Stock,” together with the Class A Common Stock, the
“Common Stock”), at a ratio of 1-for-10.
On
June 27, 2025, the Company filed a Certificate of Amendment to its COI with the Secretary of State of Delaware (the “Certificate
of Amendment”), for the Reverse Stock Split at a ratio of 1-for-10. Commencing on July 8, 2025, trading of the Class A Common
Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis.
As
a result of the Reverse Stock Split, every ten shares of Common Stock will be combined into one share of the respective class of Common
Stock and the total number of shares of Class A Common Stock and Class B Common Stock outstanding will be reduced from 22,374,739 and
2,311,134 shares, to 2,237,474 and 231,113 shares, respectively. Stockholders who otherwise would be entitled to receive fractional shares
because they held a number of shares not evenly divisible by the ratio of the Reverse Stock Split will have the number of shares issuable
to them rounded up to the nearest whole number.
Trading
of the Class A Common Stock on The Nasdaq Capital Market on a split-adjusted basis is expected to begin on July 8, 2025. The Class A
Common Stock will continue to be traded under the symbol BNZI. A new CUSIP number has been issued for the Class A Common Stock (06682J407)
to replace the old CUSIP number (06682J308). The Company’s stockholders should not send their stock certificates to the Company.
Stockholders will be notified by the Company’s transfer agent, Continental Stock Transfer & Trust, regarding the process for
exchanging existing stock certificates representing pre-split shares. Stockholders who are holding their shares in electronic form at
brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage
accounts.
The
above description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the Certificate
of Amendment, a copy of which is attached hereto as Exhibit 3.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The
description of the Certificate of Amendment and the Reverse Stock Split set forth in Item 3.03 of this Current Report is incorporated
herein by reference.
Item 8.01 Other Events.
On
July 3, 2025, the Company shall distribute a press release announcing the Reverse Stock Split. 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 |
| 3.1 |
|
Certificate of Amendment (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on June 27, 2025) |
| 99.1 |
|
Press Release |
| 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:
July 2, 2025
| |
BANZAI
INTERNATIONAL, INC. |
| |
|
|
| |
By: |
/s/
Joseph Davy |
| |
|
Joseph
Davy |
| |
|
Chief
Executive Officer |
