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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 9, 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
5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
As
of July 2, 2025, Mr. Dean Ditto has agreed to serve as Banzai International, Inc.’s (the “Company”) Chief
Financial Officer, effective immediately. Mr. Ditto replaces Interim Chief Financial Officer, Alvin Yip. There are no family relationships
between Mr. Ditto and any of the Company’s directors or other executive officers.
There is no arrangement or understanding between Mr. Ditto and any other person pursuant to which Mr. Ditto was selected as Chief
Financial Officer. There have been no transactions involving Mr. Ditto that would be required to be disclosed by Item 404(a) of
Regulation S-K.
Prior to joining Banzai, Mr. Ditto
served in various CFO roles leading finance, capital markets, accounting, and reporting teams. Mr. Ditto served as the co-founder and
Chief Financial Officer for Delta CXO LLC., from February 2024 to July 2025. From April 2022 to February 2024 Mr. Ditto served as the
Chief Financial Officer for Akerna Corp. From December 2020 to August 2022 Mr. Ditto served as the Chief Financial Officer for Mydecine
Innovations Group, Inc. From June 2019 to September 2020 Mr. Ditto served as the Chief Financial Officer for Sigue Corporation. Mr. Ditto
attended Albion College from 1984 to 1988 where he received his Bachelors in Economics and Management, and then attended Indiana University’s
Kelley School of Business from 1991 to 1993 where he received his M.B.A in Finance.
In
connection with Mr. Ditto’s appointment as Chief Financial Officer, on July 1, 2025, the Company and Mr. Ditto entered into an
employment offer letter (the “Offer Letter”), which has an effective date of July 2, 2025. Pursuant to the Offer Letter,
Mr. Ditto (i) is entitled to receive an annual salary of $275,000 per annum; and (ii) will be eligible to receive an annual incentive
cash bonus of $100,000, subject to the achievement of certain goals, the specifics of which will be agreed upon at a later date. In addition
to his annual salary, the Company will recommend to the Company’s Board of Directors that Mr. Ditto receive the equivalent of $100,000
in Restricted Stock Units (“RSUs”) of the Company’s common stock. The RSUs will vest quarterly and the last
¼ will become fully exercisable 12 months after they are approved by the Board of Directors. The equity will be subject to the
terms and conditions of the Company’s 2023 Equity Incentive Plan.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Offer Letter, by and between Banzai International, Inc. and Dean Ditto, effective July 2, 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 9, 2025
| |
BANZAI
INTERNATIONAL, INC. |
| |
|
|
| |
By: |
/s/
Joseph Davy |
| |
|
Joseph
Davy |
| |
|
Chief
Executive Officer |
