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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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 17, 2025 (September 25, 2024)
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 |
|
BNZI |
|
The
Nasdaq Capital Market |
| |
|
|
|
|
| Redeemable
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
BNZIW |
|
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.
Explanatory
Note: We are filing this amendment to the original Form 8-K filed on September 25, 2024, to disclose certain amendments that have been
made to the agreements disclosed therein.
Item
1.01. Entry into a Material Definitive Agreement.
Banzai
International, Inc. (the “Company”) previously reported that on February 19, 2021, the Company, along with Joe Davy
and Demio, Inc. (the “Guarantors”), issued a convertible promissory note (the “First Senior Convertible Note”)
in an aggregate principal amount of $1,500,000 to CP BF Lending, LLC (“CP BF”) in connection with a loan agreement,
dated February 19, 2021, between the Company and CP BF (the “Loan Agreement”). On October 10, 2022, the Loan Agreement
was amended, whereby CP BF waived payment by the Company of four months of cash interest with respect to the term loan under the Loan
Agreement in replacement for a convertible promissory note (the “Second Senior Convertible Note” and, together with
the First Senior Convertible Note, the “Senior Convertible Notes”) issued by the Company in an aggregate principal
amount of $321,345. On August 24, 2023, the Company and CP BF entered into a forbearance agreement (the “Original Forbearance
Agreement”), as amended by the First Amendment to Forbearance Agreement, dated as of December 14, 2023 (collectively, the “Forbearance
Agreement”), pursuant to which they agreed to amend and restate the Senior Convertible Notes so that they would not convert
at the closing of a business combination as a “Change of Control” event. After the closing of the business combination that
occurred on December 14, 2023, the Senior Convertible Notes became convertible, at CP BF’s option on 5 days’ written notice
to the Company, into shares of the Company’s Class A Common Stock, par value $0.0001 (the “Class A Common Stock”).
The Senior Convertible Notes provide that, at all times after a SPAC Transaction (as defined in the Senior Convertible Notes), the conversion
price for any such conversion is approximately $4.35 per share, subject to adjustment as set forth therein.
On
September 5, 2024, the Company entered into a Side Letter to the Loan Agreement whereby the Company agreed to enter into definitive transaction
documents with CP BF and the Guarantors, where by each agreed that substantially all of the outstanding obligations of the Company and
Guarantors with regard to the Loan Agreement shall be consolidated and evidenced by a single convertible note (the “Convertible
Note”), and that, absent an event of default, the Convertible Note shall accrue interest at a rate of 15.5%, which interest
shall be paid in kind monthly (collectively, the “Rate Reduction”). In exchange for agreeing to the Rate Reduction,
CP BF subscribed (the “Subscription”) for, and the Company agreed to issue to CP BF, 7,000 Shares; the Company
also agreed to register those shares in a registration statement.
On
September 23, 2024, the Company entered into such definitive transaction documents with CP BF, including a Securities Purchase Agreement
(the “CP BF SPA”), a Registration Rights Agreement (the “RRA”), a Lock-Up Agreement (the “Lock
Up”) and issued CP BF a Common Stock Purchase Warrant (the “Warrant”) and a Pre-Funded Warrant (the “Pre-Funded
Warrant,” together with the CP BF SPA, RRA, Lock Up and Warrant, the “CP BF Transaction Documents”). Pursuant
to the CP BF SPA, CP BF agreed to convert $2,000,000 in debt into $2,200,000 in equity, consisting of 26,085
shares of Class A Common Stock, Warrants to purchase up to
56,555 shares
of Class A Common Stock and Pre-Funded Warrants to purchase up to 30,470 shares
of Class A Common Stock (all such securities and shares collectively referred to as the “CP BF Registrable Securities”).
Under the CP BF SPA, CP BF elected to purchase Pre-Funded Warrants in lieu of shares of Common Stock in such manner to result in them
paying the full Subscription Amount ($2,000,000) to the Company. The Warrant can be exercised at an initial exercise price of $38.90
per share, subject to adjustment for a term of five years.
Neither warrant may be exercised if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of
shares of Common Stock outstanding immediately after giving effect to such exercise. Both warrants may be exercised via cash or cashless
exercise. Pursuant to the RRA, the Company agreed to file a registration statement to register the CP BF Registrable Securities and for
the registration statement to become effective on or before December 9, 2024.
Although
the Note had a principal amount of $10,758,774.75, taking into account the purchase and sale pursuant to the CP BF SPA, the Company
continued to owe $8,758,775 to CP BF. CP BF agreed to convert such debt into a consolidated convertible loan, evidenced by a convertible
note (the “Note”), via the Second Amendment to Loan Agreement, dated as of September 23, 2024 (the “Amended
Loan Agreement”). Pursuant to the Amended Loan Agreement, interest shall accrue as payable-in-kind at an annual interest rate
of 15.5% per annum, which shall increase to 20% upon the occurrence of an event of default. The Company shall also pay CP BF a $900 monthly
servicing fee, which may increase by 7% annually if certain fees increase in cost and paid CP BF a one-time origination fee in the amount
of $160,000. The Amended Loan Agreement also provides certain instances in which the Company must prepay the loan. Until such time as
the loan is paid in full, CP BF maintains the right to appoint one representative to the Company’s Board of Directors to attend
and observe the Board of Director meetings. Adding in a 1% exit fee on the Note, we agreed to register an aggregate of 227,927
shares of Class A Common Stock underlying the Note in a registration statement. The Note may be converted into shares of the Company’s
Class A Common Stock at a conversion price of $38.90 per share and matures on February 19, 2027.
As
of October 14, 2025, there is an aggregate of $4,861,926.46 outstanding under the Note (the “Balance”).
As per the terms of the prior agreements, shares of our Class A Common Stock, par value $0.0001 (the “Class A Common
Stock”) are registered on Form S-1 with registration number 333-282306 (the “Registered Shares”).
On
October 14, 2025, the Company and CP BF executed a letter agreement dated October 10, 2025, pursuant to which they amended certain
terms of the Loan Agreement and Note (as amended on October 15, 2025, the “Letter Agreement”). The Letter Agreement
includes the following amendments to the Loan Agreement and Note:
| |
● |
The
Conversion Price is reduced to a price equal to 95% of the price of the Class A Common Stock on the trading day (each a “Trading
Day”) immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50 (the “Floor Price”). |
| |
|
|
| |
● |
CP
BF shall take commercially reasonable actions to partially convert the Balance into shares of Class A Common Stock at the new conversion
price. However, the Letter Agreement limits the amount of shares CP BF can sell (or convert) to 5% of the aggregate daily trading
volume and we maintain the right to waive or increase such limitation. |
| |
|
|
| |
● |
Between
the time that we pay at least $2,000,000 of the Balance until the earlier of (a) 60 days following the date of the Letter Agreement
and (b) our receipt of $10,000,000 in gross proceeds for the sale of our securities, (such period, the “Suspension Period”),
we are no longer required to prepay a certain percentage of other proceeds we receive from securities offerings to CP BF, as originally
required in the Loan Agreement. |
As
per the Letter Agreement, we agreed to use an agreed upon portion of other debt to partially prepay the Balance. We also agreed to reserve
that number of shares of Class A Common Stock equal to 120% of the number of shares of Class A Common Stock issuable upon full conversion
of the Balance at the new conversion price and to register 100% of all such shares with the Securities and Exchange Commission within
60 days of the Letter Agreement. As per the Letter Agreement, subject to their receipt of $2,000,000 and the filing of the registration
statement, CP BF also agreed to waive certain events of default that may have occurred or be occurring as of the date of
the Letter Agreement; CP BF also agreed that until December 31, 2025, it shall not exercise any right or remedy associated with any
failure on our part to comply with certain financial covenants set forth in the Loan Agreement, as they relate to the period ending September
30, 2025.
Our
failure to comply with the Letter Agreement shall constitute an Event of Default under the Loan Agreement.
The
foregoing descriptions of terms and conditions of the Loan Agreement, Note and Letter Agreement do not purport to be complete and are
qualified in their entirety by the full text of the form of such documents, which are attached hereto as exhibits.
Item
8.01 Other Events.
On
October 17, 2025, the Company issued a press release announcing the Letter Agreement. 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 |
| 4.1 |
|
Amended
and Restated Convertible Promissory Note, by and among Banzai and CP BF Lending, LLC (incorporated by reference to Exhibit 4.7 to
the Registration Statement on Form S-4 filed by 7GC on August 30, 2023). |
| 10.1 |
|
Second
Amendment to Loan Agreement by and among the Company, Demio Holding Inc., Banzai Operating Co. LLC and CP BF Lending, LLC, as Lender
dated as of September 23, 2024 (incorporated by reference to the Current Report on Form 8-K filed on September 25, 2024). |
| 10.2 |
|
Loan
Agreement, dated February 19, 2021, by and among the Company, Joseph P. Davy as an Individual Guarantor, Demio, Inc., as an Individual
Guarantor and CP BF Lending, LLC, as Lender (incorporated by reference to the Current Report on Form 8-K filed on September 25, 2024). |
| 10.3 |
|
Forbearance
Agreement, dated August 24, 2023, by and among the Company, the guarantors party to the Loan Agreement (as defined therein), and
CP BF Lending, LLC (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 filed by 7GC on August 30,
2023). |
| 10.4 |
|
Side
Letter to the Loan Agreement with CP BF Lending, LLC dated September 5, 2024 (incorporated by reference to the Current Report on
Form 8-K filed on September 25, 2024) |
| 10.5 |
|
Side
Letter to the Loan Agreement with CP BF Lending, LLC dated October 10, 2025 (Filed herewith) |
| 10.6 |
|
Amendment to Side Letter dated October 15, 2025 |
| 99.1 |
|
Press Release (Filed herewith) |
| 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 17, 2025
| |
BANZAI
INTERNATIONAL, INC. |
| |
|
|
| |
By: |
/s/
Joseph Davy |
| |
|
Joseph
Davy |
| |
|
Chief
Executive Officer |
