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Banzai International, Inc. is registering up to 15,000,000 shares of Class A Common Stock for resale by a selling securityholder under a Standby Equity Purchase Agreement with Yorkville. These are shares issuable pursuant to past or future Advances under the SEPA.
The company will not receive any proceeds from sales of these registered shares; the selling securityholder will receive the sale proceeds, while Banzai pays related registration expenses. Class A Common Stock outstanding was 3,280,551 shares as of July 14, 2026, so resale activity could create significant stock overhang and pressure on the trading price.
Banzai reports operating losses, substantial use of debt and equity-linked financing, a recent 1-for-20 reverse stock split, and a going-concern uncertainty, and highlights numerous business, financing, dilution, and macroeconomic risks in its risk-factor section.
Banzai International, Inc. is registering up to 3,956,968 shares of Class A common stock for resale by selling stockholders, including 2,309,107 shares issuable upon conversion of senior secured convertible notes and 1,647,861 shares issuable upon exercise of Buyer Warrants. Class A common shares outstanding were 3,280,551 as of July 14, 2026; this is a baseline figure, not the amount being offered. The company will not receive proceeds from these resales but may receive cash if the warrants are exercised for cash rather than on a cashless basis.
Banzai operates a SaaS marketing-technology platform serving over 150,000 customers worldwide and has expanded via acquisitions such as OpenReel, Vidello, Superblocks and, in July 2026, the ConnectAndSell assets. Recent financing includes an $11,000,000 senior secured convertible note with 3i, LP, a new $2,100,000 subordinated secured note with Agile entities, and multiple high-interest short‑term notes and equity offerings, including a July 2026 underwritten sale of 327,273 shares at $2.75 per share for approximately $0.9 million in gross proceeds. The company reports significant operating losses ($18.5 million in 2025 and $5.8 million in the first quarter of 2026) and its auditors have expressed substantial doubt about its ability to continue as a going concern, with dependence on continued access to capital and successful execution of its growth strategy.
Banzai International, Inc. is registering up to 15,000,000 shares of Class A Common Stock for resale by Yorkville under a Standby Equity Purchase Agreement (SEPA). The company states it will not receive proceeds from sales by the selling securityholder under this prospectus. Class A Common Stock outstanding was 3,280,551 shares as of July 14, 2026; this is a baseline figure, not the amount being offered.
Banzai is a SaaS marketing-technology provider serving over 150,000 customers and growing through acquisitions including OpenReel, Vidello, Superblocks and ConnectAndSell. It reports substantial operating losses ($18.5 million in 2025 and $5.8 million in Q1 2026), and management and auditors have raised substantial doubt about its ability to continue as a going concern. Recent capital-raising includes a $0.9 million July 2026 equity offering, a $2.1 million subordinated loan, multiple high-interest and convertible notes, and a 1-for-20 reverse stock split completed in May 2026.
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, Inc. is conducting a public offering of 327,273 shares of Class A Common Stock at $2.75 per share, for gross proceeds of $900,000. Aegis Capital Corp. is sole book-running manager, with a 7% underwriting discount and a 45-day over-allotment option for 36,364 additional shares.
Before expenses, proceeds to the company are $837,000; net proceeds are estimated at approximately $0.8 million, to be used for working capital and general corporate purposes, including sales and marketing, product development and capital expenditures. Class A shares outstanding would rise from 2,953,278 to 3,280,551, excluding any over-allotment.
As of March 31, 2026, Banzai reported a net tangible book value of approximately ($21.6) million, or ($24.94) per share, which would improve to ($20.9) million, or ($17.48) per share after this offering. New investors would experience immediate dilution of $20.23 per share. Auditors have included explanatory paragraphs expressing substantial doubt about Banzai’s ability to continue as a going concern, and the company highlights risks related to repeated reverse stock splits and potential Nasdaq delisting if bid-price requirements are not maintained.
Banzai International, Inc. plans a primary offering of Class A Common Stock and, for certain investors, pre-funded warrants to purchase Class A Common Stock under its effective $30,000,000 shelf registration. Final share counts, prices and gross proceeds are not yet set in this preliminary supplement. Pre-funded warrants will be sold at the share price minus $0.0001 and have a $0.0001 per share exercise price, exercisable only on a cashless basis and subject to a 4.99%–19.99% beneficial ownership cap. Aegis Capital Corp. is sole book-running manager and holds a 45‑day option to purchase up to 15% additional stock and/or pre-funded warrants to cover over‑allotments.
The company intends to use net proceeds, together with existing cash, for working capital and general corporate purposes, including sales and marketing, product development and capital expenditures. As of July 10, 2026, Banzai had 2,953,278 Class A and 33,856 Class B shares outstanding, with non‑affiliate Class A holdings implying a public float of about $22.6 million. The filing highlights significant risks: substantial historical losses, a negative net tangible book value as of March 31, 2026, potential dilution from this and future financings, dependence on continued Nasdaq Capital Market listing, constraints under Form S‑3 General Instruction I.B.6, and going‑concern explanatory paragraphs from its auditors.
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.
CP BF Lending, LLC, a 10% owner of Banzai International, Inc., reported a sequence of conversions and sales of Class A Common Stock on June 5, 2026. The entity converted a total of 111,826 shares from a convertible note and sold the same number of shares in open‑market transactions at prices including $5.1889, $4.6140, and $5.9950 per share, leaving direct ownership of 4 shares.
Footnotes state that the convertible note terms were adjusted for a Reverse Split effective May 8, 2026 and that, as of May 14, 2026, $5,361,910 remained outstanding under the note. On May 15, 2026, the issuer and CP BF Lending amended the note to reduce the floor price for conversions from $50.00 to $4.50 per share, with the conversion price set at 95% of the Class A common stock price on the trading day before each conversion notice, subject to this floor. The note’s maturity date is February 19, 2027, or earlier if it becomes due under its terms.
Banzai International reported a weak quarter and raised substantial doubt about its ability to continue as a going concern. Revenue for the three months ended March 31, 2026 was $2,696 thousand, down from $3,379 thousand a year earlier.
The company posted a net loss of $8,417 thousand versus $3,644 thousand, and used $5,501 thousand of cash in operating activities. Cash was only $137 thousand as of March 31, 2026, with an accumulated deficit of about $109,189 thousand.
Management plans to rely on additional debt and equity financings, including the Yorkville SEPA and an at-the-market program, but states these plans are not probable enough to remove going concern uncertainty.
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.