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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): September 17, 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
1.01 Entry into a Material Definitive Agreement
On
September 16, 2025, Banzai International, Inc. (“Banzai” or the “Company”) entered into a Convertible
Promissory Note (the “Note”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”)
in principal amount of $2,000,000 (the “Original Principal Amount”) to the Company, to be used as an advance under
the outstanding Standby Equity Purchase Agreement entered into on December 14, 2023 by the Company and the Investor (the “SEPA”).
The Company received $890,000 from the Investor on that same date (“Advance #1), which reflects 50% of the Original Principal Amount,
10% discount and certain fees owed at such time. Upon the effectiveness of the registration statement on Form S-1, originally filed with
the SEC on September 12, 2025 (File No. 333-290241) and the delivery of a closing statement, the Investor shall remit an amount equal
to 50% of the remaining Original Principal Amount, or $1,000,000, less a discount equal to 10% of the Original Principal Amount, netted
from the purchase price due and structured as a purchase discount (“Advance #2”).
The
Note was issued on September 16, 2025 (the “Issuance Date”) and the maturity date of the Note is March 16, 2026, but
may be extended at the option of the Company (the “Maturity Date”). Beginning on the 30th day from the
Issuance Date, and continuing on the same day of each successive calendar month thereafter, (each, an “Installment Date”),
the Company shall repay a portion of the outstanding balance of the Note in an amount equal to the sum of (i) $500,000 of principal (or
the outstanding Principal if less than such amount), plus (ii) a payment premium in an amount equal to 4% of the Principal amount being
paid (the “Payment Premium”), and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively,
the “Installment Amount”). The Company maintains the right to pay each Installment Amount in cash or via an Advance
Notice pursuant to the SEPA or any combination thereof. The Note bears an interest annual rate of 6%, which shall increase to 18% upon
the occurrence of an Event of Default, as defined in the Note. The Note is convertible into shares of the Company’s Class A common
stock, par value $0.0001 per share (the “Class A Common Stock”), at a conversion price of $2.50 per share (the “Conversion
Price”). The Investor may elect to convert part or all of the outstanding balance of the Note at any time or from time to time
after the Issuance Date. The Company maintains the right to redeem all or any part of the Note, at any time, provided that (i) the Company
provides the Investor with at least 10 trading days’ prior written notice (each, a “Redemption Notice”) of its
desire to prepay the outstanding amount (an “Optional Redemption”), and (ii) on the date the Redemption Notice is
issued, the VWAP of the Class A Common Stock is less than the Conversion Price.
The
foregoing description of the Note is qualified by reference to the full text of the Form of Convertible Promissory Note, which is filed
as Exhibit 10.1 hereto and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
Item
3.02. Unregistered Sales of Equity Securities
The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference.
Item
9.01 Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Convertible Promissory Note |
| 104 |
|
Cover
Page Interactive Data File, formatted in Inline XBRL |
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:
September 17, 2025
| |
BANZAI
INTERNATIONAL, INC. |
| |
|
|
| |
By:
|
/s/
Joseph Davy |
| |
|
Joseph
Davy |
| |
|
Chief
Executive Officer |
