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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 25, 2026
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 |
|
PARA |
|
The
Nasdaq Capital Market |
| |
|
|
|
|
| Redeemable
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $115,000.00 |
|
PARAW |
|
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 25, 2026, Banzai International, Inc. (the “Company”) entered into a subscription agreement (the “Subscription
Agreement”) with Joseph Davy, the Company’s Chief Executive Officer and Chairman of the Board of Directors, pursuant
to which Mr. Davy agreed to purchase 115,965 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class
B Common Stock”), for an aggregate purchase price of $81,176, payable in cash. The purchase price was $0.70 per share, which
is equal to the consolidated closing bid price of the Company’s Class A Common Stock on the Nasdaq Capital Market immediately preceding
the execution of the Subscription Agreement. Following the purchase, Mr. Davy maintains a 25.6% voting interest in the Company’s
voting securities.
The
foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01, above, related to the Subscription Agreement, is incorporated into this Item 3.02 by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Subscription Agreement, dated September 25, 2026, by and between Banzai International, Inc. and Joseph Davy |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
October 1, 2026
| |
BANZAI
INTERNATIONAL, INC. |
| |
|
|
| |
By: |
/s/
Joseph Davy |
| |
|
Joseph
Davy |
| |
|
Chief
Executive Officer |
