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 asking shareholders to vote at its 2025 annual meeting, held virtually on Demio at 8:00 a.m. PT on January 15, 2026. Holders of Class A and Class B common stock as of December 8, 2025, may vote, with 9,110,970 Class A shares carrying one vote each and 231,114 Class B shares carrying ten votes each, for a total of 11,422,110 votes.
Shareholders are being asked to re-elect Class II director Mason Ward and to ratify Bush & Associates CPA LLC as independent auditor for the year ending December 31, 2025. CEO Joseph Davy controls all Class B shares, giving him about 20.24% of total voting power. The proxy also highlights that prior auditor CBIZ included an explanatory paragraph about substantial doubt regarding Banzai’s ability to continue as a going concern for 2023 and 2024, and that management has identified material weaknesses in internal control over financial reporting.
Banzai International, Inc. (BNZI) is registering for resale up to 361,766 shares of Class A Common Stock for a selling securityholder. These comprise 117,647 shares underlying Series A warrants at $2.50 per share, 117,647 shares underlying Series B warrants at $2.50 per share, 117,647 shares underlying pre-funded warrants at $0.01 per share, and 8,825 shares underlying placement agent warrants. The company will not receive proceeds from any resale of shares, but may receive cash if the warrants are exercised. As of November 24, 2025, 7,325,689 shares of Class A Common Stock were outstanding, separate from the shares covered here. The prospectus highlights significant risk factors, including recurring operating losses, substantial doubt about the company’s ability to continue as a going concern, heavy use of convertible financing, multiple warrant overhangs, potential dilution from the SEPA and other notes, and the risk that large resales could pressure BNZI’s Nasdaq-traded share price.
Banzai International, Inc. files a post-effective amendment to its S-1, maintaining registration for the resale of up to 361,766 shares of Class A Common Stock underlying various warrants held by a selling securityholder and placement agent designees.
The company will not receive proceeds from these resales, only potential cash from warrant exercises at strike prices ranging from $0.01 to $53.125 per share. The prospectus warns that sales of a large block of registered shares, or expectations of such sales, could pressure BNZI’s trading price for an extended period.
The amendment also incorporates the September 30, 2025 Form 10-Q and outlines significant financing activities, including an at-the-market program, senior secured convertible notes with conversion prices reset to $2.50, and Yorkville standby equity and note arrangements, alongside risk factor disclosure citing substantial doubt about Banzai’s ability to continue as a going concern.
Banzai International (BNZI) filed its Q3 2025 10‑Q, showing strong top-line growth but continued losses and tight liquidity. Revenue reached $2.84 million for the quarter (vs. $1.08 million a year ago) and $9.35 million year-to-date (vs. $3.23 million). Gross profit was $2.33 million in Q3. Operating expenses rose with integration and amortization, leading to an operating loss of $4.43 million in Q3 and a year-to-date net loss of $17.46 million.
Cash was $0.85 million at September 30, 2025, and operating cash outflow was $13.42 million for the first nine months, indicating constrained liquidity. Total liabilities were $27.55 million; stockholders’ equity improved to $5.44 million from a deficit at year-end, reflecting financings and non-cash items. The company completed reverse stock splits of 1‑for‑50 (September 2024) and 1‑for‑10 (July 2025). A revenue recognition error from Q2 2025 was revised as immaterial. Class A shares outstanding were 6,513,153 and Class B 231,114 as of November 11, 2025.
Banzai International (BNZI): Form 4 insider activity — CP BF Lending, LLC and Brad Shain reported a note conversion and same‑day sale. A convertible note was converted into 62,700 shares of Class A common stock on 11/06/2025, then 62,700 shares were sold at a weighted average price of $2.8056 per share.
Following these transactions, the filing shows 4 shares of Class A common stock beneficially owned directly. The derivative table lists 2,682,070 derivative securities beneficially owned following the reported transaction.
Footnotes add context: a 1‑for‑10 reverse split occurred on July 8, 2025; on October 10, 2025, the convertible note’s conversion price was amended to 95% of the prior trading day’s share price, subject to a $2.50 floor; the note’s maturity date is February 19, 2027.
Banzai International, Inc. is updating a resale registration covering up to 352,941 shares of Class A common stock issuable from Series A, Series B and pre-funded warrants held by a selling securityholder.
The filing also covers up to 8,825 Class A shares underlying placement agent warrants. Banzai will not receive proceeds from any resale of these shares, only cash paid upon warrant exercises at set prices, including $25.00 for the Series A and B warrants and $0.01 for the pre-funded warrants.
This post-effective amendment adds updated financial information from the 2024 Form 10-K, later S-1 updates and the June 30, 2025 Form 10-Q. The prospectus describes Banzai’s SaaS marketing technology business, recent acquisitions, a new chief financial officer, a 1-for-10 reverse stock split, an at-the-market stock program and multiple senior secured convertible note financings and equity-line arrangements that provide funding but may lead to future share issuances.
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 (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.