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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.