Every 424B that Banzai International, Inc. Warrant (BNZIW) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow BNZIW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BNZIW filings page.
Banzai International, Inc. is registering for resale up to 3,956,968 shares of Class A common stock, consisting of 2,309,107 shares issuable upon conversion of a senior secured convertible note and 1,647,861 shares issuable upon exercise of Buyer Warrants, all held by selling stockholders. The company will not receive proceeds from these resales, and will only receive cash if the Buyer Warrants are exercised for cash rather than on a cashless basis.
The additional shares reflect anti-dilution and adjustment provisions in the notes and warrants that increased the number of shares issuable. Banzai is a SaaS MarTech platform serving over 150,000 customers across 90 countries and has expanded via acquisitions of OpenReel, Vidello, Superblocks assets and ConnectAndSell assets. Recent financing includes a $2.1 million subordinated secured note and multiple high-cost short-term promissory notes, alongside a 1‑for‑20 reverse stock split that reduced Class A shares outstanding to 1,145,515 pre‑transaction. The company reports significant operating losses and its auditors have expressed substantial doubt about its ability to continue as a going concern.
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 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.