[8-K] Banzai International, Inc. Reports Material Event

Rhea-AI Filing Summary

Event: On June 27, 2025, Banzai International, Inc. (NASDAQ: BNZI) filed a Form 8-K disclosing the results of a special shareholder meeting held the same day.

Key outcome: Shareholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation authorizing a 1-for-10 reverse stock split of both Class A and Class B common stock. The Board of Directors retains the authority to abandon the action if it later deems the split unnecessary.

Voting details:

• For: 25,320,879 votes
• Against: 242,880 votes
• Abstained: 4,919 votes

Quorum: 4,768,472 Class A shares (24.34% voting power) and 25,568,678 Class B shares (63.31% voting power) were represented by proxy, establishing a quorum and eliminating the need to adjourn the meeting.

Next steps: Because the proposal passed, the Company intends to file a Certificate of Amendment with the Delaware Secretary of State to implement the reverse split. No other business items, financial results, or major transactions were disclosed in this filing.

Positive

• Shareholders decisively approved the 1-for-10 reverse stock split amendment, giving the Board flexibility to adjust the share structure.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Reverse split authorization passed; procedural governance step with limited immediate financial impact.

The decisive 25.3 million ‘For’ votes versus only 0.24 million ‘Against’ reflect strong shareholder alignment with management’s capital-structure flexibility plans. The filing strictly covers governance mechanics—granting the board latitude to consolidate shares at a 1-for-10 ratio—without disclosing rationale such as listing-rule compliance or capital-market positioning. Because the amendment is now approved, the Company can complete the split through a simple filing in Delaware, streamlining execution should market conditions warrant. Absent financial data or operational updates, investor impact is mainly technical and timing-dependent. Accordingly, materiality is modest and near-term valuation effects remain neutral until the board elects to execute the split.

Portfolio Manager

TL;DR: Shareholders OK 1-for-10 reverse split; neutral for valuation until enacted.

From a portfolio perspective, the authorization itself does not change fundamentals—shareholder equity and proportional ownership remain intact pre-split. Liquidity, share price optics, and index eligibility will be affected only after implementation, which still rests at the board’s discretion. The overwhelming vote margin signals confidence in management’s stewardship, yet the lack of accompanying performance metrics limits immediate re-rating catalysts. I classify the disclosure as routine governance housekeeping rather than a market-moving trigger.

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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): June 27, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 27, 2025, Banzai International, Inc. (the “Company”) held a special meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders voted on two proposals, including one to approve an adjournment, if necessary. At the beginning of the Meeting, 4,768,472 Class A Shares and 25,568,678 Class B Shares, which represents 24.34% and 63.31%, respectively of the voting power of the shares entitled to vote at the Meeting, were represented by proxy, which together constituted a quorum for the transaction of business. Since there were sufficient votes to approve the other proposal, the Company did not need to adjourn the Meeting.

We are filing this Current Report on Form 8-K to disclose the voting results from the Meeting. The following proposal was voted on:

1. To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split with respect to the Company’s issued and outstanding Class A Common Stock and Class B Common Stock at a ratio of 1-for-10, subject to the authority of the Board of Directors to abandon such amendment (the “Reverse Split Proposal”).

For		Against		Abstain
25,320,879		242,880		4,919

Since the proposal was approved, the Company will file a Certificate of Amendment with Delaware’s Secretary of State to revise the second paragraph of Article IV, Section (A) so as to effect the reverse stock split.

The information in this Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate Of Amendment to Certificate of Incorporation
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: June 27, 2025

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

FAQ

What proposal did BNZI shareholders approve on June 27, 2025?

They approved an amendment authorizing a 1-for-10 reverse stock split of Class A and Class B common stock.

What were the vote totals for Banzai International's reverse stock split proposal?

For: 25,320,879; Against: 242,880; Abstain: 4,919.

What ratio will the BNZI reverse stock split be conducted at?

The approved ratio is 1-for-10, subject to the Board’s discretion to abandon the action.

How many shares constituted a quorum at the BNZI special meeting?

4,768,472 Class A shares and 25,568,678 Class B shares were represented, satisfying quorum requirements.

What are the next steps after BNZI's reverse split approval?

The Company will file a Certificate of Amendment with the Delaware Secretary of State to effect the split.