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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 9, 2025
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.
Item
1.01. Entry into a Material Definitive Agreement.
Banzai
International, Inc. (the “Company”) previously reported that it entered into a securities purchase agreement (the
“Purchase Agreement”) on June 27, 2025, with an institutional investor (the “Buyer”) for the issuance
and sale in a private placement (the “Offering”) of senior secured convertible notes of the Company, of up to an aggregate
original principal amount of $11,000,000 which shall be convertible into shares of common stock, par value $0.0001, of the Company (the
“Common Stock”) (the shares of Common Stock issuable pursuant to the terms of the convertible notes, including, without
limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of
the Purchase Agreement. The Buyer purchased (i) an Initial Note in the aggregate original principal amount of $2,200,000 (the “Initial
Notes”) and (ii) a warrant to initially acquire up to 671,243 shares of Common Stock (the “Initial Buyer Warrants”)
(as exercised, collectively, the “Warrant Shares”). In connection with the Offering, the Company has also entered
into a letter agreement dated April 30, 2025 (the “Letter Agreement”) with Rodman & Renshaw LLC as the exclusive
financial advisor (the “Financial Advisor”) pursuant to which the Company has agreed to issue financial advisor warrants
to purchase up to an aggregate of 212,121 shares of Common Stock (the “Financial Advisor Warrants”, together with
the Buyer Warrants, the “Warrants”). The Offering closed on June 30, 2025 (the “Initial Closing Date”
or “Initial Closing”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Purchase Agreement.
On
August 19, 2025, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “August Closing”).
The Company issued an additional note in the original principal amount of $2,200,000, with an initial conversion price equal to $3.4891
per share and issuance date of August 19, 2025 (the “August Note”), and additional warrants to purchase up to 126,107
shares of Common Stock, at an initial exercise price equal to $3.4891 per share (the “August Warrants”), in the August
Closing. The August Note matures on August 19, 2026. Other than the maturity date and the conversion and exercise price of the August
Note and August Warrants, respectively, the August Note and August Warrants have the same terms as those issued on the Initial Closing
Date.
On
October 8, 2025,
the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “October Closing”). The
Company issued an additional note in the original principal amount of $2,500,000, with an initial conversion price equal to $2.50 per
share and issuance date of October 8, 2025
(the “October Note”, together with the August Note and the Initial Note, are collectively referred to herein as the
“Notes”), and additional warrants to purchase up to 200,000 shares of Common Stock, at an initial exercise price equal
to $2.50 per share (the “October Warrants”, together with the August Warrants and the Initial Buyer Warrants, are
collectively referred to herein as the “Buyer Warrants”), in the October Closing. The October Note matures on October
8, 2026. Other
than the maturity date and the conversion and exercise price of the October Note and October Warrants, respectively, the October Note
and October Warrants have the same terms as those issued on the August Closing and the Initial Closing Date.
The
October Note was issued with an original issue discount of 10.0% (the “OID”), as were the other Notes issued on the
August Closing and the Initial Closing Date and accrue interest at a rate of 10.0% per annum. The Notes mature 12 months from the date
of issuance (the “Maturity Date”), unless extended pursuant to the terms thereof. The Notes are convertible (in whole
or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount
divided by (y) the Conversion Price (the “Conversion Rate”). At no time may the Buyer hold more than 4.99% (or up
to 9.99% at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The conversion price of the October Note
is subject to a floor price of $0.62.
In
addition, if an Event of Default (as defined in the Notes) has occurred under the Notes, the Buyer may elect convert (each, an “Alternate
Conversion”, and the date of such Alternate Conversion, each, an “Alternate Conversion Date”) all, or any
part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion
Amount”) into shares of Common Stock at a conversion rate equal to the quotient of (x) the product of (A) the Redemption Premium
and (B) the Alternate Conversion Amount, divided by (y) the Alternate Conversion Price (the “Alternate Conversion Rate”).
Upon the occurrence of an Event of Default, the Company is required to deliver written notice to the Buyer within one (1) business day
(an “Event of Default Notice”). At any time after the earlier of (a) the Buyer’s receipt of an Event of Default
Notice, and (b) the Buyer becoming aware of an Event of Default, the Buyer may require the Company to redeem all or any portion of the
Notes at a 15% premium. Beginning the earlier to occur of (x) the Effective Date (as defined in the Registration Rights Agreement) of
the initial Registration Statement filed pursuant to the Registration Rights Agreement and (y) August 1, 2025, and thereafter, the first
Trading Day of the calendar month immediately following (each an “Installment Date”) until the Maturity Date, the
Company shall repay the Buyer $183,333.33 towards the principal balance of the Notes, plus any then-accrued and unpaid interest in cash
or, provided certain conditions are satisfied, shares of Common Stock, at the Company’s option (collectively, the “Installment
Amount”). In connection with a “Change of Control”, the Buyer shall have the right to require the Company to redeem
part or all of the Notes outstanding in cash, at the highest calculation of the Change of Control Redemption Price, each of which is
outlined in their entirety within the Notes.
The
Leak-Out Agreement that the Buyer entered in the Initial Closing remains effective. That agreement governs the sale of Company shares
until the earlier to occur of (i) such date as the Buyer no longer holds any Notes, (ii) the date of any Redemption Notice (as defined
in the Notes) of any Notes then outstanding, (iii) such date upon which any breach by the Company of any term of the Purchase Agreement
occurs, regardless of whether such breach is subsequently cured and (iv) such date any Event of Default (as defined in the Notes) occurs,
regardless of whether such Event of Default is subsequently cured (such period, the “Restricted Period”), with sale
limitations tied to the Company’s daily trading volume, as detailed in the Leak-Out Agreement.
The
October Warrants are to purchase up to 200,000 shares of Common Stock, at an exercise price of $2.50 per share. The Buyer Warrants are
exercisable immediately upon issuance and have a term of exercise equal to three years from the date of issuance.
A
holder of the Buyer Warrants may not exercise any portion of such holder’s Warrants to the extent that the holder, together with
its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding
shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company,
the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately
after giving effect to the exercise. In the event of a Change of Control, holders of the Warrants will have the right to receive the
Black Scholes Value of their Warrants calculated pursuant to a formula set forth in the Warrants, payable in cash.
All
of the shares of Common Stock underlying the October Note and the October Warrants are registered in the registration statement on Form
S-3 (File No. 333-289099). The initial net proceeds to the Company from the October Closing were approximately $2.01 million,
after deducting financial advisory fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds
received from the October Closing for general corporate purposes and working capital.
Rodman
& Renshaw LLC (“Rodman”) acted as the Company’s exclusive financial advisor in connection with the October
Closing, pursuant to that certain Letter Agreement, dated as
of April 30, 2025, as amended, between the Company and Rodman. Pursuant to the Letter Agreement, the Company paid Rodman (i) a total
cash fee equal to 7% of the aggregate gross proceeds of the October Closing
(inclusive of the gross proceeds to be received from the exercise of any Buyer Warrants issued in the October
Closing) and (ii) a management fee of 1.0% of the aggregate
gross proceeds of the October Closing (inclusive of the gross proceeds to be received from the exercise of any Buyer Warrants issued
in the October Closing). In addition, the Company issued to Rodman or its designees the Financial Advisor Warrants to purchase up to
an aggregate of 63,636 shares
of Common Stock at an exercise price equal to $3.13 per
share, which represents 125% of the Offering price of the October Closing. The Financial Advisor Warrants have substantially the same
terms as the October Warrants issued in the October Closing, are exercisable immediately upon issuance and have a term of exercise equal
to five (5) years from the date of issuance.
Pursuant
to the Purchase Agreement, the Company agreed not to issue any Notes (other than to the Buyers as contemplated hereby) without the prior
written consent of the Required Holders (as defined in the Purchase Agreement), issue any other securities that would cause a breach
or default under the Notes or the Warrants, or to file any other registration statement with the SEC (in each case, subject to certain
exceptions) until after the effective date of the Registration Statement. The Company has also agreed not to effect any Variable Rate
Transaction (as defined in the Purchase Agreement), other than a Permitted ATM (as defined in the Purchase Agreement) until the later
of (x) the 180th calendar day after the October Closing (the “October Closing Expiration Date”) and (y) such date
as no Notes remain outstanding.
Unless
otherwise noted herein, all of the terms of the previous closings apply to the October Closing.
The
Letter Agreement and Purchase Agreement contain customary representations and warranties and agreements and obligations, conditions to
closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the Notes, the Warrants,
the Registration Rights Agreement, and the Leak-Out Agreement do not purport to be complete and are qualified in their entirety by the
full text of the form of the Purchase Agreement, the Notes, the Warrant, form of the Registration Rights Agreement, and Leak-Out Agreement
which are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3 respectively.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on July 3, 2025) |
| 4.2 |
|
Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on July 3, 2025) |
| 4.3 |
|
Form of October Note (Filed Herewith) |
| 4.4 |
|
Form of October Warrant (Filed Herewith) |
| 10.1 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 3, 2025) |
| 10.2 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 3, 2025) |
| 10.3 |
|
Form of Leak-Out Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 3, 2025) |
| 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 9, 2025
| |
BANZAI
INTERNATIONAL, INC. |
| |
|
|
| |
By: |
/s/
Joseph Davy |
| |
|
Joseph
Davy |
| |
|
Chief
Executive Officer |
