Banzai International issues $2M convertible note

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.

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

Banzai adds $2M short-term convertible debt with equity conversion option.

Banzai International has arranged a $2,000,000 convertible note that both funds operations and ties into its existing Standby Equity Purchase Agreement. The structure includes an initial cash advance of $890,000 and a second $1,000,000 advance after the Form S-1 registration statement becomes effective, meaning access to the full proceeds depends on that effectiveness.

The note bears 6% annual interest and matures on March 16, 2026, with sizable monthly installments of $500,000 principal plus a 4% payment premium and interest. Because the investor can convert at a fixed price of $2.50 per share, this introduces potential equity issuance, while the company’s ability to redeem early is limited to periods when VWAP is below the conversion price.

Overall, the arrangement combines debt-like obligations with potential share conversion. Its actual impact will depend on how much of the balance is repaid in cash versus converted into Class A common stock over the life of the note and how the company uses the liquidity from the advances.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Banzai International, Inc. (BNZIW) enter into?

Banzai International entered into a $2,000,000 Convertible Promissory Note with YA II PN, LTD. as an advance under its existing Standby Equity Purchase Agreement.

How much cash did Banzai International initially receive under the new note?

On September 16, 2025, Banzai International received $890,000, representing 50% of the original principal amount, after applying a 10% discount and certain fees.

When is the second advance under Banzai International’s note expected and for how much?

After the Form S-1 registration statement becomes effective and a closing statement is delivered, the investor is to remit $1,000,000, less a 10% purchase discount, as Advance #2.

What are the key repayment terms of Banzai International’s convertible note?

Beginning 30 days after issuance, Banzai must pay monthly installments of $500,000 of principal (or the remaining principal if lower), plus a 4% payment premium and accrued interest, in cash, via SEPA advances, or both.

What interest rate and maturity apply to Banzai International’s note?

The note bears 6% annual interest, increasing to 18% upon an event of default, and has a maturity date of March 16, 2026, which may be extended at the company’s option.

At what price can the note be converted into Banzai International’s common stock?

The note is convertible into Banzai International’s Class A common stock at a conversion price of $2.50 per share, at the investor’s election.

Can Banzai International redeem the convertible note early?

Yes. Banzai may redeem all or part of the note through an Optional Redemption by giving at least 10 trading days’ prior written notice, provided the Class A common stock VWAP is below the $2.50 conversion price on the notice date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 09/17/2025 - 04:44 PM Learn about SEC filing dates

false 0001826011 0001826011 2025-09-17 2025-09-17 0001826011 BNZI:ClassCommonStockParValue0.0001PerShareMember 2025-09-17 2025-09-17 0001826011 BNZI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member 2025-09-17 2025-09-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 17, 2025

Banzai International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39826		85-3118980
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

435 Ericksen Ave, Suite 250 Bainbridge Island, Washington		98110
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (206) 414-1777

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		BNZI		The Nasdaq Capital Market
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50		BNZIW		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On September 16, 2025, Banzai International, Inc. (“Banzai” or the “Company”) entered into a Convertible Promissory Note (the “Note”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”) in principal amount of $2,000,000 (the “Original Principal Amount”) to the Company, to be used as an advance under the outstanding Standby Equity Purchase Agreement entered into on December 14, 2023 by the Company and the Investor (the “SEPA”). The Company received $890,000 from the Investor on that same date (“Advance #1), which reflects 50% of the Original Principal Amount, 10% discount and certain fees owed at such time. Upon the effectiveness of the registration statement on Form S-1, originally filed with the SEC on September 12, 2025 (File No. 333-290241) and the delivery of a closing statement, the Investor shall remit an amount equal to 50% of the remaining Original Principal Amount, or $1,000,000, less a discount equal to 10% of the Original Principal Amount, netted from the purchase price due and structured as a purchase discount (“Advance #2”).

The Note was issued on September 16, 2025 (the “Issuance Date”) and the maturity date of the Note is March 16, 2026, but may be extended at the option of the Company (the “Maturity Date”). Beginning on the 30^th day from the Issuance Date, and continuing on the same day of each successive calendar month thereafter, (each, an “Installment Date”), the Company shall repay a portion of the outstanding balance of the Note in an amount equal to the sum of (i) $500,000 of principal (or the outstanding Principal if less than such amount), plus (ii) a payment premium in an amount equal to 4% of the Principal amount being paid (the “Payment Premium”), and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively, the “Installment Amount”). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The Note bears an interest annual rate of 6%, which shall increase to 18% upon the occurrence of an Event of Default, as defined in the Note. The Note is convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a conversion price of $2.50 per share (the “Conversion Price”). The Investor may elect to convert part or all of the outstanding balance of the Note at any time or from time to time after the Issuance Date. The Company maintains the right to redeem all or any part of the Note, at any time, provided that (i) the Company provides the Investor with at least 10 trading days’ prior written notice (each, a “Redemption Notice”) of its desire to prepay the outstanding amount (an “Optional Redemption”), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price.

The foregoing description of the Note is qualified by reference to the full text of the Form of Convertible Promissory Note, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference.

Item 9.01 Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Form of Convertible Promissory Note
104		Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 17, 2025

	BANZAI INTERNATIONAL, INC.
	By:	/s/ Joseph Davy
		Joseph Davy
		Chief Executive Officer