Welcome to our dedicated page for Banzai International SEC filings (Ticker: bnzi), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Banzai International, Inc. entered into an Exchange Agreement with Agile Lending to reduce a subordinated secured promissory note by issuing equity. The company will issue 232,786 Class A common shares valued at an aggregate $284,000, or $1.22 per share, to reduce the balance of a note that was $1,495,375.00 as of December 11, 2025. At the same time, under a Forbearance Agreement, Agile agreed to temporarily forbear from exercising default remedies through the earlier of March 30, 2026 or a forbearance default, in exchange for a forbearance fee of $628,057.50 added to principal, increasing the note to $2,123,432.50, plus up to $10,000 of costs and expenses.
The agreements allow Agile to commence foreclosure on the company’s collateral if an Event of Default occurs. Separately, the board approved an amendment to the bylaws, effective after the January 15, 2026 annual meeting, to reduce the shareholder meeting quorum so that holders of 33.3% of voting power will constitute a quorum.
Banzai International, Inc. is asking shareholders to vote at its 2025 annual meeting, held virtually on Demio at 8:00 a.m. PT on January 15, 2026. Holders of Class A and Class B common stock as of December 8, 2025, may vote, with 9,110,970 Class A shares carrying one vote each and 231,114 Class B shares carrying ten votes each, for a total of 11,422,110 votes.
Shareholders are being asked to re-elect Class II director Mason Ward and to ratify Bush & Associates CPA LLC as independent auditor for the year ending December 31, 2025. CEO Joseph Davy controls all Class B shares, giving him about 20.24% of total voting power. The proxy also highlights that prior auditor CBIZ included an explanatory paragraph about substantial doubt regarding Banzai’s ability to continue as a going concern for 2023 and 2024, and that management has identified material weaknesses in internal control over financial reporting.
Banzai International, Inc. (BNZI) is registering for resale up to 361,766 shares of Class A Common Stock for a selling securityholder. These comprise 117,647 shares underlying Series A warrants at $2.50 per share, 117,647 shares underlying Series B warrants at $2.50 per share, 117,647 shares underlying pre-funded warrants at $0.01 per share, and 8,825 shares underlying placement agent warrants. The company will not receive proceeds from any resale of shares, but may receive cash if the warrants are exercised. As of November 24, 2025, 7,325,689 shares of Class A Common Stock were outstanding, separate from the shares covered here. The prospectus highlights significant risk factors, including recurring operating losses, substantial doubt about the company’s ability to continue as a going concern, heavy use of convertible financing, multiple warrant overhangs, potential dilution from the SEPA and other notes, and the risk that large resales could pressure BNZI’s Nasdaq-traded share price.
Banzai International (BNZI) filed its Q3 2025 10‑Q, showing strong top-line growth but continued losses and tight liquidity. Revenue reached $2.84 million for the quarter (vs. $1.08 million a year ago) and $9.35 million year-to-date (vs. $3.23 million). Gross profit was $2.33 million in Q3. Operating expenses rose with integration and amortization, leading to an operating loss of $4.43 million in Q3 and a year-to-date net loss of $17.46 million.
Cash was $0.85 million at September 30, 2025, and operating cash outflow was $13.42 million for the first nine months, indicating constrained liquidity. Total liabilities were $27.55 million; stockholders’ equity improved to $5.44 million from a deficit at year-end, reflecting financings and non-cash items. The company completed reverse stock splits of 1‑for‑50 (September 2024) and 1‑for‑10 (July 2025). A revenue recognition error from Q2 2025 was revised as immaterial. Class A shares outstanding were 6,513,153 and Class B 231,114 as of November 11, 2025.
Banzai International (BNZI): Form 4 insider activity — CP BF Lending, LLC and Brad Shain reported a note conversion and same‑day sale. A convertible note was converted into 62,700 shares of Class A common stock on 11/06/2025, then 62,700 shares were sold at a weighted average price of $2.8056 per share.
Following these transactions, the filing shows 4 shares of Class A common stock beneficially owned directly. The derivative table lists 2,682,070 derivative securities beneficially owned following the reported transaction.
Footnotes add context: a 1‑for‑10 reverse split occurred on July 8, 2025; on October 10, 2025, the convertible note’s conversion price was amended to 95% of the prior trading day’s share price, subject to a $2.50 floor; the note’s maturity date is February 19, 2027.
Banzai International (BNZI) amended its senior convertible note with CP BF Lending, lowering the conversion price to 95% of the prior trading day’s Class A share price, with a floor of $2.50. As of October 14, 2025, the balance outstanding under the note was $4,861,926.46.
CP BF agreed to partially convert at the new price, while sales or conversions are limited to 5% of aggregate daily trading volume, unless waived. The company will reserve shares equal to 120% of those issuable on full conversion at the new price and register 100% of such shares within 60 days. Upon receiving $2,000,000 and filing the registration, CP BF will waive certain events of default and, through December 31, 2025, will not exercise remedies tied to specified financial covenants for the period ending September 30, 2025.
The note accrues 15.5% PIK interest (20% on default) and matures on February 19, 2027. Earlier terms included a $900 monthly servicing fee and a $160,000 origination fee.
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