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.
Banzai International, Inc. (PARA) entered into a Repurchase Agreement with an institutional investor under which, upon closing of a public offering, Banzai will repurchase for $1.5 million in cash warrants that allow the investor to purchase up to 1,662,862 common shares. The warrants are cancelled upon payment; their current exercise price is $1.245 per share.
The investor has a right to participate in the offering for not less than $6 million, or a lesser amount Banzai may specify, subject to the agreement’s procedures and conditions. The investor also agreed to an 18-trading-day standstill regarding the existing note, starting on and including the date the offering registration statement is publicly filed, and waived certain provisions of the purchase agreement and note. Banzai agreed to pay $20,000 of the investor’s legal fees associated with negotiating the agreement.
Banzai International, Inc. (PARA) asks stockholders to vote at its October 30, 2026 special meeting on four proposals: increase authorized capital from 350,000,000 to up to 850,000,000 shares; authorize a potential public financing of up to $14,000,000; approve issuances and price adjustments under the Evergreen Capital Management LLC note and warrants, including issuances beyond the Exchange Cap; and permit adjournment to seek votes. The board recommends “FOR” all four proposals.
The share amendment would permit up to 750,000,000 Class A shares, 25,000,000 Class B shares and 75,000,000 preferred shares. The financing proposal permits up to 250,000,000 Class A shares before, or 750,000,000 after, the authorized-capital increase, subject to additional shares from Floor Price adjustments; transactions must close within three months after approval. The private placement’s initial closing has occurred: its note has $2,142,857.14 initial principal, subject to increase up to $3,571,428.57, and initial warrants cover up to 779,221 shares, with warrants for up to 519,480 additional shares tied to later tranche funding. Note conversion and initial warrant exercise prices are each $2.75 per share.
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.