Banzai International Inc. SEC Filings

Banzai International (BNZI) filed a Form 3 reporting initial beneficial ownership tied to an event on 10/09/2025. The filing lists 1,226,624 shares of Class A Common Stock as beneficially owned. The shares are held by FE IV OR Aggregator, LLC, and Frederick N. Coulson IV, as manager of that entity, disclaims beneficial ownership except to the extent of any pecuniary interest. The report indicates the filer is a director and was filed by more than one reporting person.

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 director and 10% owner Joseph P. Davy reported multiple sales of Class A common stock executed on 09/11/2025. The Form 4 shows six separate sale transactions totaling 25,490 shares at prices ranging from $2.35 to $2.4693. The filing lists the post-transaction beneficial ownership for each reported line, for example 14,778 shares after one sale and smaller holdings reported on other lines. The Form 4 was signed by Mr. Davy on 10/03/2025. The disclosure documents these insider dispositions but does not state a reason for the sales.

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. (BNZI) filed a Form 144 disclosing a proposed sale of 25,490 shares of common stock, with an aggregate market value of $66,783.80. The filing lists the approximate date of sale as 09/11/2025 and identifies the intended exchange as NASDAQ.

The securities were acquired from the issuer in a company issuance on 01/31/2025, with full payment recorded on that date. The filer reports no securities sold in the past three months. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.

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. (BNZI) is offering up to 2,500,011 shares of Class A common stock in an at-the-market offering with an assumed offering price of $3.01 per share (closing price on August 21, 2025). Net proceeds, together with existing cash, are intended to repay obligations under outstanding convertible notes issued in June and August 2025 and to fund working capital, sales and marketing, product development and capital expenditures.

The company reports a historical net tangible book deficit of $(11.08) per share as of June 30, 2025, a pro forma as-adjusted deficit of $(2.49) per share after this offering, and expected dilution to new investors of $(5.50) per share. The offering will be conducted as an at-the-market distribution on Nasdaq (symbol BNZI), and the prospectus supplement references risk factors including geopolitical and macroeconomic disruptions.

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.