Banzai International, Inc. is asking stockholders to approve four proposals, including increasing authorized shares from 350,000,000 to up to 850,000,000: up to 750,000,000 Class A, 25,000,000 Class B and 75,000,000 preferred shares. As of September 28, 2026, 4,359,146 Class A and 149,821 Class B shares were outstanding.
A separate proposal would authorize a potential underwritten financing of up to $14,000,000, with issuance capped at 250,000,000 Class A shares before the authorized increase or 750,000,000 afterward, subject to Nasdaq rules and possible price-adjustment shares; it must close within three months after approval. Another proposal seeks approval to remove the 784,612-share Exchange Cap for note and warrant issuances under the September 4, 2026, private placement with Evergreen Capital Management LLC. Banzai received $1,500,000 gross at the initial closing. The note's initial principal was $2,142,857.14, subject to increase up to $3,571,428.57. Assuming all tranches are funded, full conversion at $2.75 per share could issue 1,298,701 shares before accrued interest and other convertible amounts; warrant exercise at $2.75 could issue 1,298,701 shares. Additional issuance could dilute holders; a fourth proposal would allow adjournment to seek votes.
On September 25, 2026, Banzai International, Inc. entered into an agreement with Joseph Davy, its Chief Executive Officer and Chairman of the Board, under which he agreed to purchase 115,965 shares of Class B common stock for an aggregate cash purchase price of $81,176, or $0.70 per share. The per-share price equaled the consolidated closing bid price of the company’s Class A common stock on the Nasdaq Capital Market immediately before the agreement was executed. After the purchase, Davy maintains a 25.6% voting interest in the company’s voting securities. The transaction is reported as an unregistered sale of equity securities.
Banzai International, Inc. (PARA) Chief Executive Officer Joseph P. Davy purchased 115,965 shares of the company’s Class B common stock directly from the issuer on September 28, 2026, under a subscription agreement. The aggregate cash consideration was $81,176, or $0.70 per share. Davy held 149,821 shares directly after the purchase. No Rule 10b5-1 plan is reported for the purchase.
Banzai International, Inc. (PARA) is asking stockholders to vote at its October 16, 2026 special meeting on five proposals: approve potential share issuance tied to its ConnectAndSell asset purchase, change its legal name to Parabolic Technologies, Inc., amend its 2023 equity plan, authorize a possible reverse split, and permit adjournment.
The July 2, 2026 purchase covered substantially all of ConnectAndSell’s assets. Closing consideration was $8,450,000, comprising $750,000 cash, $5,900,000 in Class A shares or pre-funded warrants, and a $1,800,000 note; separate deferred cash payments are $1,500,000 and $3,250,000. At closing, Banzai issued 294,917 shares and a warrant for 1,685,175 shares. The requested approval covers potential issuance exceeding 20% of pre-closing combined Class A and Class B shares, which Banzai says may dilute current holders.
The equity plan proposal would add 787,425 shares to its reserve and increase annual evergreen additions from 5% to 7.5%. The reverse-split proposal would authorize the board to choose a ratio from 1-for-5 to 1-for-1,000 and act by October 16, 2028. As of September 28, 2026, 4,359,146 Class A shares and 149,821 Class B shares were outstanding.
Banzai International, Inc. (PARA) revised its securities purchase agreement with Evergreen Capital Management LLC. The revised terms set a $250,000 threshold for cross defaults and give the purchaser a 25% participation right in future financings, with some noted exceptions, until the later of September 18, 2027 and the date Aegis ceases to act as the company’s investment bank. The agreement also replaces the prior $500,000 Tranche 2 funding with two separate fundings of $190,000 and $310,000. Aegis Capital Corp. acted as the exclusive placement agent for the private placement.
Banzai International, Inc. entered into a high-interest, highly structured convertible financing with an accredited investor. On September 4, 2026 the company issued a convertible promissory note with an initial principal of $2,142,857, potentially rising to $3,571,428, plus a warrant to purchase up to 779,221 shares of Class A common stock, with 519,480 additional warrant shares tied to later tranche fundings.
The note carries a 30% original issue discount, bears 10% annual interest (18% on default), matures June 4, 2027, and is convertible at $2.75 per share, subject to a 4.99% beneficial ownership cap (increasable to 9.99%) and a 19.99% exchange cap pending stockholder approval. The initial $1,500,000 subscription was funded at closing, with two further $500,000 tranches contingent on specified events. The associated warrants are immediately exercisable at $2.75 per share, include cashless exercise and anti-dilution features if the note is not repaid within 90 days of the initial closing, and may be repurchased for cash at Black Scholes Value upon a Fundamental Transaction.
The company agreed to seek stockholder approval within 60 days to permit issuance above 20% of outstanding shares and to adjust the warrant exercise price, and imposed 90-day lock-ups on directors, executive officers, and 10% stockholders. Fifty percent of net proceeds from most future financings, and all proceeds from a qualified public offering of at least $5,000,000, must be used to repay the note.
Banzai International, Inc. (PARA) is calling a 2026 special meeting to approve several capital and governance actions tied to its acquisition strategy and listing status. Stockholders are asked to authorize, under Nasdaq Listing Rule 5635(a), issuing Class A common shares (including on exercise of pre-funded warrants and as earn-outs) to ConnectAndSell in excess of 20% of the pre-deal Class A and Class B shares, in connection with the ConnectAndSell asset purchase.
The ConnectAndSell transaction closed July 2, 2026 with up to $8.45 million in closing consideration plus deferred and earn-out payments, including 294,917 shares at closing and a pre-funded warrant for 1,685,175 shares, subject to 9.99% beneficial-ownership and 19.99% Nasdaq ownership limits until stockholder approval. Other proposals would: change the corporate name to Parabolic Technologies, Inc.; expand the 2023 Equity Incentive Plan by 750,000 shares, raise its evergreen limit from 5% to 7.5% of fully diluted shares and remove the ISO cap; authorize the board for two years to implement one or more reverse stock splits between 1-for-5 and 1-for-1,000; and permit adjournment of the meeting to solicit more proxies. The board unanimously recommends voting FOR all proposals.