Welcome to our dedicated page for Banzai International SEC filings (Ticker: BNZI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Banzai International filings document the regulatory record for a public MarTech SaaS company with common stock, warrants, secured debt, convertible-note arrangements, and shareholder-approved capital actions. Recent Form 8-K and 8-K/A reports disclose material definitive agreements, note exchanges, forbearance arrangements, private-placement securities, warrants, and amendments affecting the company’s common stock structure.
The company’s proxy statements and voting-result filings cover director elections, auditor appointment matters, special-meeting proposals, and approval of a reverse stock split affecting Class A common stock and Class B common stock. These filings also identify Banzai as a Delaware corporation listed on The Nasdaq Capital Market under BNZI.
Banzai International, Inc. is registering up to 25,000,000 shares of Class A Common Stock for resale by a selling securityholder pursuant to shares issuable under its SEPA. The company will not receive proceeds from these resales and remains responsible only for registration expenses. The filing notes 18,790,422 shares of Class A Common Stock outstanding as of April 17, 2026. The SEPA (standby equity purchase agreement) and prior SEPA registration statements are described, including past Advance Notices, conversions, and the conditions and pricing mechanics (VWAP-based pricing options, Floor Price, and beneficial ownership limits). The prospectus highlights risks including a going concern statement, potential dilution from conversions and Advances under the SEPA, and Nasdaq listing risk.
Banzai International, Inc. is filing a post-effective amendment to register up to 25,000,000 shares of Class A Common Stock for resale by a selling securityholder pursuant to advances under a Standby Equity Purchase Agreement (the SEPA). The company states it will not receive proceeds from sales by the Selling Securityholder. The prospectus lists 18,790,422 shares of Class A Common Stock outstanding as of April 17, 2026 and discloses material financing arrangements with Yorkville (a $100.0 million SEPA commitment) and other financing activity, including conversions, note issuances, ATM sales and investor notes.
The amendment updates potential acquisition information and a party that maintains voting control over one beneficial owner, notes certain debt-for-equity exchanges and conversions in early 2026, and summarizes liquidity risks including a going-concern disclosure.
Banzai International, Inc. files Post-Effective Amendment No. 2 to its Form S-1 to register 2,076,842 shares of Class A Common Stock underlying convertible notes for resale by selling securityholders. The company states it will receive no proceeds from these resales and that the registration reflects selling holders' registration rights.
The prospectus discloses operating losses of $18.5 million in 2025 and $13.5 million in 2024, a going-concern uncertainty disclosed by management and auditors, various financings and conversions through early 2026, and recent acquisitions and contemplated transactions disclosed as developments.
Banzai International, Inc. is asking stockholders to approve a reverse stock split of its Class A and Class B common stock at a ratio of up to 1-for-20, with the final ratio and timing left to the Board’s discretion and the ability to abandon the change.
As of the April 6, 2026 record date, Banzai had 17,393,826 Class A and 677,118 Class B shares outstanding, with Class A carrying one vote per share and Class B ten votes. For illustration, a 1-for-20 split would reduce these to approximately 869,692 Class A and 33,856 Class B shares.
The Board states its primary goal is to increase the trading price of Class A shares and help maintain Nasdaq Capital Market listing, while noting the split could reduce liquidity and create odd-lot holdings. A second proposal would allow adjournment of the special meeting to solicit additional proxies if needed.
Banzai International, Inc. chief executive officer Joe Davy filed a Schedule 13D reporting beneficial ownership of 677,118 shares of Class B Common Stock, representing 100% of that class. Each Class B share carries ten votes, giving him significant voting control.
On April 6, 2026, he received 446,004 Class B shares as equity compensation. This included 297,336 shares for a performance-based stock grant valued at $250,000, tied to a $15,000,000 market capitalization benchmark, and 148,668 shares issued instead of a $125,000 cash bonus, both priced at $0.841 per share.
Davy Joseph P. reported acquisition or exercise transactions in this Form 4 filing.
Banzai International, Inc. reported that Chief Executive Officer Davy Joseph P. received a grant of 446,004 shares of Class B Common Stock as equity compensation. The award was approved by the board under an addendum to an executive compensation decision. Following this grant, he directly holds 677,118 Class B shares. The shares were issued at a stated price of $0.00 per share, reflecting a non-cash compensation award rather than a market purchase.
Banzai International, Inc. filed Post-Effective Amendment No. 1 to its Form S-1 to register for resale up to 2,076,842 shares of Class A Common Stock issuable upon conversion of certain convertible notes. The prospectus states the company will receive no proceeds from sales by the selling securityholders.
The company discloses significant financing activity through convertible note issuances, conversions, ATM sales and SEPA transactions, and reports operating losses of $18.5 million in 2025 and $13.5 million in 2024. Management and auditors included a going concern discussion in the 2025 Annual Report.
Banzai International, Inc. files Post-Effective Amendment No. 2 to its Form S-1 to register up to 25,000,000 shares of Class A Common Stock for resale by a selling securityholder; the Company will not receive proceeds from these resales.
The amendment incorporates the Company’s 2025 Annual Report and refreshes information about the SEPA facility and prior SEPA registrations. The prospectus discloses operating losses of $18.5 million in 2025 and $13.5 million in 2024 and notes auditor and management substantial doubt about going concern. Shares outstanding were 18,077,720 as of April 3, 2026.