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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.