Banzai approves 1-for-10 reverse stock split

The split is intended to increase the per-share price and maintain compliance with Nasdaq’s Minimum Bid Price Requirement, but neither outcome is guaranteed.

Rhea-AI Filing Summary

Banzai International, Inc. reported that shareholders approved a 1-for-10 reverse stock split and a corporate name change to Parabolic Technologies, Inc. The board determined to effect the split after the October 16, 2026 vote, and the company filed the related charter amendment that day. Split-adjusted trading of Class A common stock is expected to begin October 27, 2026. The company says the split is intended to increase the per-share price and maintain compliance with Nasdaq’s Minimum Bid Price Requirement, although neither outcome is guaranteed.

As of October 21, 2026, the company had 5,061,208 Class A shares and 149,821 Class B shares outstanding; after the split, the respective counts would be approximately 506,121 and 14,983. No fractional shares will be issued: resulting fractions will be rounded up to whole shares, with no cash paid in lieu. The corporate name change is effective at the opening of trading on October 27, subject to final processing and confirmation by Nasdaq; the Class A shares will retain the PARA symbol. The split also changes the number of shares available for issuance under outstanding options and warrants and correspondingly increases their aggregate exercise prices.

8-K Event Classification

5 items: 3.03, 5.03, 5.07, 8.01, 9.01

5 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Reverse stock split ratio: 1-for-10 Class A shares outstanding before split: 5,061,208 shares Class A shares after split: Approximately 506,121 shares +2 more

5 metrics

Reverse stock split ratio 1-for-10 Shareholders approved the split at the October 16, 2026 meeting

Class A shares outstanding before split 5,061,208 shares As of October 21, 2026

Class A shares after split Approximately 506,121 shares After the reverse stock split

Class B shares outstanding before split 149,821 shares As of October 21, 2026

Class B shares after split Approximately 14,983 shares After the reverse stock split

Key Terms

reverse stock split, Nasdaq Minimum Bid Price Requirement, fractional shares, CUSIP Number

4 terms

reverse stock split financial

"one-for-ten (1-for-10) reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Minimum Bid Price Requirement regulatory

"maintain compliance with the Nasdaq Minimum Bid Price Requirement"

A Nasdaq minimum bid price requirement is a rule that a stock must trade above a set lowest share price (commonly $1) over a defined period to remain listed. It matters to investors because falling below that floor can trigger warnings, potential delisting, or corrective steps by the company — similar to failing to meet a grade that risks losing enrollment — which can reduce liquidity, access, and share value.

fractional shares financial

"No fractional shares will be issued"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

CUSIP Number technical

"will trade under a new CUSIP Number"

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

Stock Split

1-for-10 reverse split · Effective October 27, 2026

Split Ratio 1-for-10 reverse split

Effective Date October 27, 2026

Shares Before Split 5,061,208

Shares After Split 506,121

Other Share Class After Split 14,983

Share Count As Of October 21, 2026

FAQ

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

What is PARA’s reverse stock split ratio and when will it take effect?

Banzai approved a 1-for-10 reverse stock split, with split-adjusted Class A stock trading expected to begin October 27, 2026.

How many PARA shares will remain after the reverse split?

Based on shares outstanding as of October 21, 2026, the post-split counts would be approximately 506,121 Class A shares and 14,983 Class B shares.

How will PARA handle fractional shares in the reverse split?

No fractional shares will be issued. Any fractional share resulting from the split will be rounded up to a whole share, and shareholders will not receive cash in lieu.

Will PARA’s ticker change with the company name change?

The company’s Class A common stock will continue to trade under PARA. The new corporate name is effective at the opening of trading on October 27, 2026, subject to final processing and confirmation by Nasdaq.

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

Available on EDGAR 10/22/2026 - 05:24 PM EDT Accepted by SEC EDGAR 10/22/2026 - 05:24 PM EDT Learn about SEC filing dates

false 0001826011 0001826011 2026-10-16 2026-10-16 0001826011 para:ClassACommonStockParValue00001PerShareCustomMember 2026-10-16 2026-10-16 0001826011 para:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11500000CustomMember 2026-10-16 2026-10-16

--12-31

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): October 16, 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)	(IRS Employer Identification No.)
	435 Eriksen Ave Suite 250
	Bainbridge Island, Washington 98110
	(Address of Principal Executive Offices, including 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 3.03 Material Modifications to Rights of Security Holders.

On October 16, 2026, following the shareholders’ approval of the Reverse Split Proposal noted below in Item 5.07, at the special meeting of shareholders held on October 16, 2026 (the “Meeting”), the Board of Directors (the “Board”) of Banzai International, Inc. (the “Company”) determined to effect a reverse stock split of the Company’s outstanding Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”) and Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock,” together with the Class A Common Stock, the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”). On that same day, the Company approved an amendment to the Company’s Certificate of Incorporation, as amended and restated (the “COI”), to effect the Reverse Stock Split and filed the Certificate of Amendment to its COI with the Secretary of State of Delaware (the “Certificate of Amendment”), for the Reverse Stock Split. Trading of the Class A Common Stock on The Nasdaq Capital Market on a split-adjusted basis is expected to begin on October 27, 2026. 

As a result of the Reverse Stock Split, every ten shares of Common Stock will be combined into one share of the respective class of Common Stock and the total number of shares of Class A Common Stock and Class B Common Stock outstanding will be reduced from approximately 5,061,208 and 149,821 shares, to 506,121 and 14,983 shares, respectively, based on the number of shares outstanding as of October 21, 2026. No fractional shares will be issued in connection with the Reverse Stock Split, and no stockholder will receive cash in lieu thereof. Any fractional shares that would otherwise be issued as a result of the Reverse Stock Split will be rounded up to a whole share.

The Class A Common Stock will continue to be traded under the symbol PARA. A new CUSIP number has been issued for the Class A Common Stock (06682J803) to replace the old CUSIP number (06682J605). The Company’s stockholders should not send their stock certificates to the Company. Stockholders will be notified by the Company’s transfer agent, Continental Stock Transfer & Trust, regarding the process for exchanging existing stock certificates representing pre-split shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

In accordance with Nasdaq listing rules, the Company will file a subsequent Current Report on Form 8-K to formally announce the effective time and date of the Reverse Stock Split, as well as disclose the new CUSIP number for its stock. 

The above description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

The description of the Certificate of Amendment and the Reverse Stock Split set forth in Item 3.03 of this Current Report is incorporated herein by reference. 

On September 25, 2026, the Board passed a resolution to approve changing the Company's legal name from "Banzai International, Inc.” to "Parabolic Technologies, Inc." (the “Name Change”).  Following the shareholders' approval of the Name Change at the Meeting, the Company filed a certificate of amendment reflecting the Name Change with the Secretary of State of the State of Delaware on October 16, 2026. The Company's common stock will continue trading on the Nasdaq Capital Market under the new corporate name, effective at the opening of trading on October 27, 2026, under the existing trading symbol PARA, subject to final processing and confirmation by Nasdaq. The above description of the Certificate of Amendment and the Name Change is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.2.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Meeting, the Company’s shareholders voted on five proposals, including one to approve an adjournment, if necessary. At the beginning of the Meeting, 791,790 Class A shares and 149,821 Class B shares, which collectively represent 39.09% of the voting power of the shares entitled to vote at the Meeting, were represented by proxy, which constituted a quorum for the transaction of business. Since there were sufficient votes to approve the other proposals, the Company did not need to adjourn the Meeting.

The following proposals were voted on at the Meeting, along with the voting results for each proposal:

1. To authorize, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s Class A Common Stock, including upon the exercise of pre-funded warrants, issuable pursuant to that certain Asset Purchase Agreement, dated as of July 2, 2026, by and among the Company, Banzai CS Acquisition, Inc. and ConnectAndSell, Inc., in an amount equal to or in excess of 20% of all of the Company’s Class A Common Stock and Class B Common Stock outstanding immediately prior to the closing of the transactions contemplated by the APA (the “Asset Purchase Issuance Proposal”).

For					Against					Abstain
	2,248,895					38,700					2,405

2. The approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to change the Company’s legal name from “Banzai International, Inc.” to “Parabolic Technologies, Inc.” (the “Name Change Proposal”).

For					Against					Abstain
	2,266,795					21,181					2,024

3. The approval of an amendment to the Banzai International, Inc. 2023 Equity Incentive Plan to (i) increase the number of shares of Common Stock reserved for issuance thereunder by 787,425 shares, (ii) increase the evergreen provision from 5% per year to 7.5% per year for the remaining term of the 2023 Plan, and (iii) remove the cap on the maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options.

For					Against					Abstain
	2,187,712					99,745					2,543

4. The authorization of the Board of Directors, in its discretion, to effect one or more reverse stock splits of the Company’s issued and outstanding Class A common stock, par value $0.0001 per share and Class B Common Stock, par value $0.0001 per share, at an aggregate ratio of not less than 1-for-5 and not greater than 1-for-1,000, with the exact number, timing and ratio of any such reverse stock split(s) to be determined at the discretion of the Board of Directors, and to approve one or more amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect such reverse stock split(s), at any time prior to the second anniversary of the Meeting, subject to the authority of the Board of Directors to abandon any such amendment ("Reverse Split Proposal").

For					Against					Abstain
	2,220,042					67,366					2,592

5. The approval of an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of one or more of the proposals or there is not a quorum for one or more of the other proposals.

For					Against					Abstain
	2,243,365					43,045					3,590

As per the above, the affirmative vote of the majority of the voting power of the stock present by remote communication or represented by proxy at the Meeting voted in favor of the proposals and therefore each proposal passed.   

The information in this Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On October 22, 2026, the Company distributed a press release announcing the Name Change and the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Reverse Stock Split Certificate of Amendment to Certificate of Incorporation
3.2		Name Change Certificate of Amendment to Certificate of Incorporation
10.1		2023 Equity Incentive Plan, as amended
99.1		Press Release
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 22, 2026

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

Exhibit 99.1

Banzai Announces Name Change to Parabolic Technologies, Inc. 

And Announces Reverse Stock Split

SEATTLE, WA – October 22, 2026 -- Banzai International, Inc. (NASDAQ: PARA) (d/b/a “Parabolic” or the “Company”), a leading AI-powered agentic applications technology company, today announced that effective at market open on October 27, 2026, the Company’s corporate name will officially change to “Parabolic Technologies, Inc.” The Company will also effect a one-for-ten (1-for-10) reverse stock split of its outstanding Class A Common Stock and Class B Common Stock (together, the “Common Stock”).

Shareholders approved both the corporate name change and reverse stock split at a special meeting of shareholders that was held on October 16, 2026. 

The reverse stock split is primarily intended to increase the per share price of the Company’s Class A Common Stock and maintain compliance with the Nasdaq Minimum Bid Price Requirement, although neither outcome is guaranteed. The Company's Class A Common Stock will continue to trade under the symbol "PARA". Upon the effectiveness of the reverse stock split, every ten shares of issued and outstanding Common Stock before the open of business on October 27, 2026, will be combined into one issued and outstanding share of common stock, with no change in par value per share. The Company's Class A Common Stock will open for trading on Nasdaq on October 27, 2026, on a post-split basis but will trade under a new CUSIP Number, 06682J803.

As of October 21, 2026, there were 5,061,208 shares of Class A Common Stock and 149,821 shares of Class B Common Stock outstanding. The number of issued and outstanding shares of Common Stock after the reverse stock split would be approximately 506,121 and 14,983 shares of Class A Common Stock and Class B Common Stock, respectively. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares that would result from the reverse stock split will be rounded up to the nearest whole share.

The reverse stock split will affect all issued and outstanding shares of the Company's Common Stock, as well as the number of shares of Common Stock available for issuance under the Company's stock options and warrants. In addition, the reverse stock split will correspondingly increase the respective aggregate exercise prices of our outstanding options and warrants. The reverse stock split will affect all holders of Common Stock uniformly and will not alter any shareholder's percentage interest in the Company's Common Stock, except to the extent that the reverse stock split results in some shareholders experiencing an adjustment of a fractional share as described above.

Shareholders holding share certificates will receive information from Continental Stock Transfer & Trust Company, the Company's transfer agent, regarding the process for exchanging their existing stock certificates representing pre-split shares; shareholders need not take any action with respect to the Name Change. Shareholders with questions may contact our transfer agent by calling 800-509-5586.

About Parabolic

Parabolic builds agentic applications that power the future of business. We believe that the future of enterprise software will be agentic applications that are net-beneficiaries of AI transformation, and we focus on building, acquiring, and investing in those and related businesses. We have over 150,000 customers including Amazon, Dell, Salesforce, Aflac, Thermo Fisher Scientific, RBC Wealth Management, and Fitch Group. Learn more at www.parabolic.io. For investors, please visit ir.banzai.io.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

Investor Relations

Dean Ditto

Chief Financial Officer

206 414-1777

ir.banzai.io

Media

Paul Witkowski

Senior Director Financial Reporting

media@parabolic.io

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 13.7 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 153.9 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 8.5 KB
• EX-3.2 EXHIBIT 3.2 5.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.2 KB