Every 8-K that Banzai International Inc. (BNZI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BNZI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BNZI filings page.
Banzai International, Inc. describes another closing under its previously disclosed securities purchase agreement with an institutional investor. On August 12, 2026 the company issued an additional senior secured convertible note with an original principal amount of $1,099,989.00, bearing a 10.0% original issue discount and accruing interest at 10.0% per annum.
This August 2026 Note has an initial conversion price of $1.96 per share, matures on August 12, 2027, and is convertible into common stock subject to a 4.99% (or, at the Buyer’s election, 9.99%) beneficial ownership cap and a conversion price floor of $0.35. The company also issued August 2026 Warrants to purchase up to 112,531 shares of common stock at an exercise price of $1.96 per share, exercisable immediately for three years, with similar ownership limits and a cash-settlement right based on Black Scholes Value upon a Change of Control.
The August 2026 Note is part of a series of notes totaling up to $11,000,000 of original principal issued across several closings and is subject to monthly installment repayments of $183,333.33 plus interest, redeemability at a 15% premium upon an Event of Default, and change-of-control redemption rights. Net proceeds from this closing were approximately $1,000,000, which the company plans to use for general corporate purposes and working capital.
Banzai International, Inc. entered into an underwriting agreement with Aegis Capital Corp. for a public offering of 327,273 shares of common stock at $2.75 per share, with a 45-day option for the underwriter to buy up to 36,364 additional shares to cover over-allotments.
The offering closed on July 14, 2026 and generated approximately $0.9 million in gross proceeds before underwriting discounts and expenses. Aegis receives a 7.0% underwriting discount, a non-accountable expense allowance, and reimbursement of certain costs, including up to $50,000 of legal fees. Banzai plans to use the net proceeds for general corporate purposes, including working capital, potential debt reduction, complementary product or technology investments, and capital expenditures. The transaction was conducted under an effective Form S-3 shelf registration, and Aegis may also act as Banzai’s exclusive investment bank under a separate engagement letter.
Banzai International is acquiring substantially all assets of ConnectAndSell through an Asset Purchase Agreement, paying a mix of cash, stock, pre-funded warrants and notes with an initial Closing Consideration valued at $8.45M.
The structure includes $750,000 cash, $5.9M in Class A shares (with $1.34M of holdback stock), and an $1.8M employee indebtedness note at 8% interest, plus deferred payments of $1.5M and $3.25M and performance-based earn-outs tied to recurring revenue.
To help fund the deal, Banzai entered a subordinated secured loan for $2.1M in principal and received $2.0M of proceeds, repayable in 32 weekly installments with a 1.44x payment multiplier, secured on substantially all borrower assets and subordinated to existing senior debt. ConnectAndSell’s historical financials show recurring losses and a going-concern warning, highlighting integration and execution risks.
Banzai International, Inc. is implementing a 1-for-20 reverse stock split of its Class A and Class B common stock to raise the share price and help maintain compliance with the Nasdaq Minimum Bid Price Requirement. The split is effective at market open on May 8, 2026, when Class A shares will begin trading on a split-adjusted basis under the symbol BNZI with a new CUSIP number 06682J605.
Every twenty shares of common stock will be combined into one share, reducing Class A common stock outstanding from 22,910,282 shares to approximately 1,145,515 shares, and Class B common stock from 677,118 shares to approximately 33,856 shares. No fractional shares will be issued; any fractional amounts will be rounded up to the nearest whole share. The split also proportionately adjusts stock options and warrants, including both the share amounts and aggregate exercise prices, but is intended to keep each shareholder’s percentage ownership generally unchanged aside from rounding effects.
Banzai International, Inc. exchanged shares of its Class A common stock for reductions in a subordinated secured promissory note and obtained a temporary forbearance from its lender. The company first issued 232,786 shares valued at $1.22 per share, or $284,000, to cut the note balance, while also agreeing to a $628,057.50 forbearance fee that increased principal.
Between January 27 and April 29, 2026, Banzai entered six similar exchange agreements, issuing an additional 1,466,501 shares of common stock for further note reductions, bringing the outstanding balance to $819,432.50. The 1,466,501 shares represented about 7.4% of common stock outstanding as of April 29, 2026. The forbearance runs until March 30, 2026, or earlier upon a defined default and covers certain potential events of default under the note.
Banzai International, Inc. reported that shareholders approved a reverse stock split and the board set the ratio at 1-for-20 for both Class A and Class B common stock. The proposal received 9,199,546 votes for, 556,612 against and 37,584 abstentions.
As of April 27, 2026, there were 19,902,346 Class A shares and 677,118 Class B shares outstanding. After the reverse split, the company expects approximately 995,118 Class A shares and 33,856 Class B shares outstanding. The reverse split is expected to be effective as of May 8, 2026 under Nasdaq listing rules.
Banzai International, Inc. entered into an additional closing of its existing financing, issuing a new senior secured convertible note with an original principal amount of $2,333,333.33 and related warrants on February 13, 2026. The February Note bears a 10.0% original issue discount, accrues interest at 10.0% per annum, matures on February 13, 2027 and is initially convertible at $1.11 per share, subject to a floor price of $0.2540. The company also issued Buyer Warrants to purchase up to 420,420 shares of common stock at an exercise price of $1.11 per share and financial advisor warrants to purchase up to 133,770 shares at $1.3875 per share. Net proceeds from the February Closing were approximately $1,599,168, which Banzai intends to use for general corporate purposes and working capital.
Banzai International, Inc. reported the results of its 2025 annual shareholder meeting held on January 15, 2026. A total of 5,846,443 shares of common stock, representing 51.18% of the voting power entitled to vote, were represented by proxy, establishing a quorum.
Shareholders voted on two proposals. Director Mason Ward received 3,082,968 votes for, 60,364 against, and 10,990 abstain/withheld, and was re-elected to the Board under the Company’s plurality voting standard. Shareholders also approved the appointment of Bush & Associates CPA LLC as independent auditors for the year ending December 31, 2025, with 5,540,026 votes for, 262,180 against, and 44,237 abstaining, and authorized the Board to fix their remuneration.
Banzai International, Inc. entered into an Exchange Agreement with Agile Lending to reduce a subordinated secured promissory note by issuing equity. The company will issue 232,786 Class A common shares valued at an aggregate $284,000, or $1.22 per share, to reduce the balance of a note that was $1,495,375.00 as of December 11, 2025. At the same time, under a Forbearance Agreement, Agile agreed to temporarily forbear from exercising default remedies through the earlier of March 30, 2026 or a forbearance default, in exchange for a forbearance fee of $628,057.50 added to principal, increasing the note to $2,123,432.50, plus up to $10,000 of costs and expenses.
The agreements allow Agile to commence foreclosure on the company’s collateral if an Event of Default occurs. Separately, the board approved an amendment to the bylaws, effective after the January 15, 2026 annual meeting, to reduce the shareholder meeting quorum so that holders of 33.3% of voting power will constitute a quorum.
Banzai International (BNZI) amended its senior convertible note with CP BF Lending, lowering the conversion price to 95% of the prior trading day’s Class A share price, with a floor of $2.50. As of October 14, 2025, the balance outstanding under the note was $4,861,926.46.
CP BF agreed to partially convert at the new price, while sales or conversions are limited to 5% of aggregate daily trading volume, unless waived. The company will reserve shares equal to 120% of those issuable on full conversion at the new price and register 100% of such shares within 60 days. Upon receiving $2,000,000 and filing the registration, CP BF will waive certain events of default and, through December 31, 2025, will not exercise remedies tied to specified financial covenants for the period ending September 30, 2025.
The note accrues 15.5% PIK interest (20% on default) and matures on February 19, 2027. Earlier terms included a $900 monthly servicing fee and a $160,000 origination fee.
Banzai International, Inc. paid cash advisory fees and issued Financial Advisor Warrants tied to its October closing. The company paid a cash fee equal to 7% of the aggregate gross proceeds of the October closing plus a management fee equal to 1.0% of the aggregate gross proceeds. It issued warrants to purchase an aggregate of 63,636 shares of common stock at an exercise price of $3.13 per share (equal to 125% of the offering price). The Financial Advisor Warrants are exercisable immediately, mirror the October closing warrants’ terms, and have a five (5) year exercise term. The disclosure is limited to the fee structure and warrant issuance; no revenue, expense, or pro forma impact figures are provided.
Banzai International, Inc. entered into a $2,000,000 convertible promissory note with YA II PN, LTD. as an advance under an existing Standby Equity Purchase Agreement. The company received $890,000 on September 16, 2025 as the first advance, reflecting 50% of the original principal amount, a 10% discount and fees. A second advance of $1,000,000, less a 10% purchase discount, is expected after effectiveness of a Form S-1 registration statement and delivery of a closing statement.
The note matures on March 16, 2026 and carries 6% annual interest, increasing to 18% upon an event of default. Starting 30 days after issuance, Banzai must make monthly installments of $500,000 of principal (or the remaining principal if lower) plus a 4% payment premium and accrued interest, payable in cash, through SEPA advances, or both. The note is convertible into Class A common stock at $2.50 per share, and the investor may convert at any time. Banzai may redeem the note early with 10 trading days’ notice if the stock’s VWAP is below the conversion price.
Banzai International, Inc. disclosed a material event on August 27, 2025 reporting an At-The-Market (ATM) Offering Agreement with H.C. Wainwright & Co., LLC. The filing includes an opinion and consent from counsel Hunter Taubman Fischer & Li LLC and is executed by Joe Davy, Chief Executive Officer. The document indicates the company has established a mechanism to offer shares into the market under the ATM agreement and has provided legal opinion and consent as part of the filing.
Banzai International, Inc. completed a second closing of its previously arranged financing, issuing an additional senior secured convertible note with an original principal amount of $2.2 million and related warrants. The note carries a 10.0% original issue discount and 10.0% annual interest, matures 12 months from its August 19, 2025 issuance, and is initially convertible at $3.4891 per share, subject to a $1.10 floor, with a beneficial ownership cap of 4.99% (or 9.99% at the Buyer’s election).
The Buyer also received additional warrants to purchase up to 126,107 shares of common stock at an exercise price of $3.4891 per share, exercisable immediately for three years, while Rodman & Renshaw LLC received financial advisor warrants for up to 40,125 shares at $4.36 per share. All shares underlying the new note and warrants are registered on an existing Form S-3, and the Company reports initial net proceeds of approximately $1.762 million, intended for general corporate purposes and working capital.
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.
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.