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. files its annual report outlining a SaaS-based MarTech business built around webinar, video, outreach and newsletter tools such as Demio, OpenReel, Vidello, Boost, Reach and Curate. The company focuses on B2B marketing customers across 90 countries and grows through subscriptions and acquisitions.
Banzai reports significant operating losses of $18.5 million in 2025 and $13.5 million in 2024 and discloses “substantial doubt” about its ability to continue as a going concern, noting it may need additional capital. It highlights recent acquisitions, reverse stock splits to maintain Nasdaq listing, and a non‑binding deal to acquire ConnectAndSell assets, expected to add about $15 million of annual revenue.
Banzai International, Inc. disclosed the initial equity holdings of its Chief Financial Officer, Larry Dean Ditto Jr., in the form of restricted stock units (RSUs). The filing shows RSUs tied to 32,362 shares of Class A common stock and a separate RSU award tied to 136,646 shares.
Each RSU represents the right to receive one share of Class A common stock upon vesting. One RSU grant awarded on August 22, 2025 vests in equal quarterly installments over a year, and 16,181 of those RSUs have vested as of this filing. A second RSU grant awarded on January 1, 2026 also vests quarterly over a year, and none of those RSUs have vested yet.
Banzai International, Inc. ownership disclosure: CP BF Lending, LLC reports beneficial ownership of 2,682,074 shares of Class A Common Stock, representing 18.7% of the class based on January 14, 2026 outstanding shares.
The filing states 2,682,070 of these shares are issuable upon conversion of convertible notes maturing on February 19, 2027. The original conversion price was $3.89 per share and was amended on October 10, 2025 to equal 95% of the prior trading-day price with a floor of $2.50.
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. director Kent Schofield received an equity grant in the form of restricted stock units. On February 6, 2026, he was granted 52,888 RSUs at a price of $0 per unit. Each RSU represents a contingent right to receive one share of the company’s Class A common stock.
The Board approved this RSU grant on January 15, 2026, and the units are scheduled to vest on January 15, 2027, subject to Mr. Schofield’s continued service on the Board. Following this grant, he directly holds 52,888 derivative securities in the form of RSUs.
Banzai International, Inc. director Paula Boggs reported an equity award in the form of restricted stock units (RSUs). On February 6, 2026, she acquired 55,047 RSUs at a price of $0 per unit through a grant approved by the Board on January 15, 2026. Each RSU represents a contingent right to receive one share of the company’s Class A common stock, and all 55,047 RSUs will vest on January 15, 2027, provided she continues to serve on the Board until that date. Following this grant, she directly holds 55,047 derivative securities in the form of RSUs.
Banzai International, Inc. director Ward Mason reported an equity award of 61,523 restricted stock units (RSUs). The RSUs were granted for no cash cost and each RSU represents a contingent right to receive one share of the company’s Class A common stock.
The Board approved the grant on January 15, 2026, and the RSUs will vest on January 15, 2027, subject to Mason’s continued service on the Board. Following this award, Mason beneficially owns 61,523 RSUs directly.
Banzai International, Inc. filed a Form S-3 prospectus to allow selling stockholders to resell 61,327 shares of Class A Common Stock from prior financings, 87,737 shares issued or issuable under a debt equitization plan, 227,927 shares underlying a convertible note, and related Common and Pre-Funded Warrants.
The company will not receive proceeds from these resales, but may receive cash if the warrants with exercise prices including $2.50 and $40.20 per share are exercised rather than cashlessly. Banzai is a SaaS MarTech platform serving over 4,590 customers as of September 30, 2025.
The filing outlines extensive debt restructurings, forbearance agreements, an at-the-market program that raised about $5.1 million via 2,962,478 shares, and multiple convertible note and warrant financings, while highlighting ongoing operating losses, going concern risks, and threats to its Nasdaq listing if bid price or equity requirements are not maintained.
Banzai International, Inc. is registering up to 25,000,000 shares of Class A Common Stock for resale by a single selling securityholder under its standby equity purchase agreement (SEPA). These shares may be issued over time pursuant to Advances under the SEPA and then resold into the market. Banzai will not receive any proceeds from these resales, though it will bear related offering expenses. As of January 14, 2026, 11,687,192 shares of Class A Common Stock were outstanding, so the registered amount is large relative to the current share count and could increase selling pressure. The prospectus also describes multiple convertible notes, warrants, and at-the-market offerings, as well as a going concern warning, ongoing operating losses, and significant debt and equity financing arrangements that highlight liquidity and dilution risks for existing stockholders.