Welcome to our dedicated page for Banzai International SEC filings (Ticker: BNZIW), 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, Inc. filings document material-event reporting and proxy actions for a Delaware SaaS marketing technology company. Recent Form 8-K and amended Form 8-K disclosures cover amendments to the certificate of incorporation, shareholder voting results, modifications to security-holder rights, Class A and Class B common stock matters, and capital-structure changes.
The company’s regulatory documents also describe debt and equity transactions, including exchanges of common stock for reductions of subordinated secured promissory note obligations and related forbearance arrangements. Definitive proxy statements provide formal records of special meeting proposals, quorum information, board-authorized amendments, and stockholder vote outcomes.
Banzai International, Inc. ownership disclosure: CP BF Lending, LLC reports beneficial ownership of 2,682,074 shares of Class A Common Stock, representing 18.7% of the class based on January 14, 2026 outstanding shares.
The filing states 2,682,070 of these shares are issuable upon conversion of convertible notes maturing on February 19, 2027. The original conversion price was $3.89 per share and was amended on October 10, 2025 to equal 95% of the prior trading-day price with a floor of $2.50.
Banzai International, Inc. ownership disclosure: CP BF Lending, LLC reports beneficial ownership of 2,682,074 shares of Class A Common Stock, representing 18.7% of the class based on January 14, 2026 outstanding shares.
The filing states 2,682,070 of these shares are issuable upon conversion of convertible notes maturing on February 19, 2027. The original conversion price was $3.89 per share and was amended on October 10, 2025 to equal 95% of the prior trading-day price with a floor of $2.50.
Banzai International, Inc. entered into an additional closing of its existing financing, issuing a new senior secured convertible note with an original principal amount of $2,333,333.33 and related warrants on February 13, 2026. The February Note bears a 10.0% original issue discount, accrues interest at 10.0% per annum, matures on February 13, 2027 and is initially convertible at $1.11 per share, subject to a floor price of $0.2540. The company also issued Buyer Warrants to purchase up to 420,420 shares of common stock at an exercise price of $1.11 per share and financial advisor warrants to purchase up to 133,770 shares at $1.3875 per share. Net proceeds from the February Closing were approximately $1,599,168, which Banzai intends to use for general corporate purposes and working capital.
Banzai International, Inc. entered into an additional closing of its existing financing, issuing a new senior secured convertible note with an original principal amount of $2,333,333.33 and related warrants on February 13, 2026. The February Note bears a 10.0% original issue discount, accrues interest at 10.0% per annum, matures on February 13, 2027 and is initially convertible at $1.11 per share, subject to a floor price of $0.2540. The company also issued Buyer Warrants to purchase up to 420,420 shares of common stock at an exercise price of $1.11 per share and financial advisor warrants to purchase up to 133,770 shares at $1.3875 per share. Net proceeds from the February Closing were approximately $1,599,168, which Banzai intends to use for general corporate purposes and working capital.
Banzai International, Inc. director Kent Schofield received an equity grant in the form of restricted stock units. On February 6, 2026, he was granted 52,888 RSUs at a price of $0 per unit. Each RSU represents a contingent right to receive one share of the company’s Class A common stock.
The Board approved this RSU grant on January 15, 2026, and the units are scheduled to vest on January 15, 2027, subject to Mr. Schofield’s continued service on the Board. Following this grant, he directly holds 52,888 derivative securities in the form of RSUs.
Banzai International, Inc. director Kent Schofield received an equity grant in the form of restricted stock units. On February 6, 2026, he was granted 52,888 RSUs at a price of $0 per unit. Each RSU represents a contingent right to receive one share of the company’s Class A common stock.
The Board approved this RSU grant on January 15, 2026, and the units are scheduled to vest on January 15, 2027, subject to Mr. Schofield’s continued service on the Board. Following this grant, he directly holds 52,888 derivative securities in the form of RSUs.
Banzai International, Inc. director Paula Boggs reported an equity award in the form of restricted stock units (RSUs). On February 6, 2026, she acquired 55,047 RSUs at a price of $0 per unit through a grant approved by the Board on January 15, 2026. Each RSU represents a contingent right to receive one share of the company’s Class A common stock, and all 55,047 RSUs will vest on January 15, 2027, provided she continues to serve on the Board until that date. Following this grant, she directly holds 55,047 derivative securities in the form of RSUs.
Banzai International, Inc. director Paula Boggs reported an equity award in the form of restricted stock units (RSUs). On February 6, 2026, she acquired 55,047 RSUs at a price of $0 per unit through a grant approved by the Board on January 15, 2026. Each RSU represents a contingent right to receive one share of the company’s Class A common stock, and all 55,047 RSUs will vest on January 15, 2027, provided she continues to serve on the Board until that date. Following this grant, she directly holds 55,047 derivative securities in the form of RSUs.
Banzai International, Inc. director Ward Mason reported an equity award of 61,523 restricted stock units (RSUs). The RSUs were granted for no cash cost and each RSU represents a contingent right to receive one share of the company’s Class A common stock.
The Board approved the grant on January 15, 2026, and the RSUs will vest on January 15, 2027, subject to Mason’s continued service on the Board. Following this award, Mason beneficially owns 61,523 RSUs directly.
Banzai International, Inc. director Ward Mason reported an equity award of 61,523 restricted stock units (RSUs). The RSUs were granted for no cash cost and each RSU represents a contingent right to receive one share of the company’s Class A common stock.
The Board approved the grant on January 15, 2026, and the RSUs will vest on January 15, 2027, subject to Mason’s continued service on the Board. Following this award, Mason beneficially owns 61,523 RSUs directly.
Banzai International, Inc. filed a Form S-3 prospectus to allow selling stockholders to resell 61,327 shares of Class A Common Stock from prior financings, 87,737 shares issued or issuable under a debt equitization plan, 227,927 shares underlying a convertible note, and related Common and Pre-Funded Warrants.
The company will not receive proceeds from these resales, but may receive cash if the warrants with exercise prices including $2.50 and $40.20 per share are exercised rather than cashlessly. Banzai is a SaaS MarTech platform serving over 4,590 customers as of September 30, 2025.
The filing outlines extensive debt restructurings, forbearance agreements, an at-the-market program that raised about $5.1 million via 2,962,478 shares, and multiple convertible note and warrant financings, while highlighting ongoing operating losses, going concern risks, and threats to its Nasdaq listing if bid price or equity requirements are not maintained.
Banzai International, Inc. filed a Form S-3 prospectus to allow selling stockholders to resell 61,327 shares of Class A Common Stock from prior financings, 87,737 shares issued or issuable under a debt equitization plan, 227,927 shares underlying a convertible note, and related Common and Pre-Funded Warrants.
The company will not receive proceeds from these resales, but may receive cash if the warrants with exercise prices including $2.50 and $40.20 per share are exercised rather than cashlessly. Banzai is a SaaS MarTech platform serving over 4,590 customers as of September 30, 2025.
The filing outlines extensive debt restructurings, forbearance agreements, an at-the-market program that raised about $5.1 million via 2,962,478 shares, and multiple convertible note and warrant financings, while highlighting ongoing operating losses, going concern risks, and threats to its Nasdaq listing if bid price or equity requirements are not maintained.
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.