BNZIW Depositi SEC - Banzai International, Inc. - Equity Warrant- Relazione annuale, dichiarazione di delega, prospetto informativo

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Banzai International, Inc. - Equity Warrant

SEC Filings (Chronological Order)

Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.

August 28, 2025	EX-1.1	AT THE MARKET OFFERING AGREEMENT Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT August 27, 2025 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Banzai International, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in
August 28, 2025	424B5	Up to $7,525,033 BANZAI INTERNATIONAL, INC. Class A Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated August 8, 2025) Registration No.
August 28, 2025	8-K	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): August 27, 2025 Banzai Internatio 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): August 27, 2025 Banzai International, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of Incorporation or organi
August 22, 2025	EX-4.4	Banzai International, Inc. Warrant To Purchase Common Stock Exhibit 4.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T
August 22, 2025	8-K	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): August 22, 2025 Banzai Internatio 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): August 22, 2025 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commiss
August 22, 2025	EX-4.3	Banzai International, Inc. Senior Secured Convertible Note Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T
August 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39826 Banzai International,
August 8, 2025	8-K/A	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): August 8, 2025 (July 3, 2025) B 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): August 8, 2025 (July 3, 2025) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorpo
August 8, 2025	EX-4.1	Form of Senior Secured Convertible Note Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T
August 6, 2025	S-3/A	As filed with the U.S. Securities and Exchange Commission on August 6, 2025 As filed with the U.S. Securities and Exchange Commission on August 6, 2025 Registration No. 333-288935 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANZAI INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 85-3118980 (State or other jurisdiction of (I
August 6, 2025	S-3/A	AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 6, 2025 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 6, 2025 REGISTRATION NO.
August 6, 2025	S-3/A	As filed with the U.S. Securities and Exchange Commission on August 6, 2025 As filed with the U.S. Securities and Exchange Commission on August 6, 2025 Registration No. 333-289099 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANZAI INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 85-3118980 (State or other jurisdiction of (I
July 30, 2025	EX-FILING FEES	Filing Fee Table* Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Banzai International, Inc.
July 30, 2025	S-3	As filed with the U.S. Securities and Exchange Commission on July 30, 2025 As filed with the U.S. Securities and Exchange Commission on July 30, 2025 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANZAI INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 85-3118980 (State or other jurisdiction of (I.R.S. Employer incorporatio
July 24, 2025	S-3	As filed with the U.S. Securities and Exchange Commission on July 24, 2025 As filed with the U.S. Securities and Exchange Commission on July 24, 2025 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANZAI INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 85-3118980 (State or other jurisdiction of (I.R.S. Employer incorporatio
July 24, 2025	EX-10.54	Repayment Agreement by and between the Company and Houlihan Capital, LLC dated June 5, 2025* Exhibit 10.54 REPAYMENT AGREEMENT This Repayment Agreement (the “Agreement”) is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Houlihan Capital, LLC (“Payee”), as of June 5, 2025 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee, previously provided various services to 7GC &
July 24, 2025	EX-FILING FEES	Filing Fee Table* Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Banzai International, Inc.
July 23, 2025	EX-4.7	Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.* Exhibit 4.7 Banzai International, Inc. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s Cer
July 23, 2025	EX-4.6	Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.* Exhibit 4.6 Banzai International, Inc. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certif
July 23, 2025	EX-FILING FEES	Calculation of Filing Fee Table* Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) BANZAI INTERNATIONAL, INC.
July 23, 2025	S-3	AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2025 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2025 REGISTRATION NO.
July 15, 2025	DEF 14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement BANZAI INTERNATIONAL, INC. (Name of Registrant as Sp
July 9, 2025	8-K	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): July 9, 2025 Banzai International 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): July 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
July 9, 2025	EX-10.1	Employment Offer Letter by and between Banzai International, Inc. and Dean Ditto, effective July 2, 2025 (incorporated by reference to the Exhibit 10.1 to the Current Report on Form 8-K filed on July 9, 2025) Exhibit 10.1 BANZAI INTERNATIONAL, INC. EMPLOYMENT OFFER LETTER July 1, 2025 Dean Ditto Dear Dean: I am pleased to offer you a position with Banzai International, Inc. (the “Company”) as its Chief Financial Officer, commencing no later than July 14, 2025. You will be reporting directly to me, Joe Davy, CEO. You will receive an annual salary of $275,000, less applicable withholding, which will be p
July 9, 2025	EX-99.1	Banzai Appoints Dean Ditto as Chief Financial Officer Veteran Financial and Technology Leader Exhibit 99.1 Banzai Appoints Dean Ditto as Chief Financial Officer Veteran Financial and Technology Leader SEATTLE – July 9, 2025 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced the appointment of Dean Ditto, CPA, as Chief Financial Officer of the Company, effectiv
July 3, 2025	EX-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). Exhibit 10.3 Banzai International, Inc. 435 Ericksen Ave. Suite 250 Bainbridge Island, WA 98110 [ ] Dear Sirs: June 30, 2025 This agreement (this “Agreement”) is being delivered to you in connection with that certain understanding by and between Banzai International, Inc., a Delaware corporation with offices located at 435 Ericksen Ave., Suite 250, Bainbridge Island, WA 98110 (the “Company”) and t
July 3, 2025	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits 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): July 3, 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
July 3, 2025	EX-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). Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 27, 2025, is by and among Banzai International, Inc., a Delaware corporation with offices located at 435 Ericksen Ave., Suite 250, Bainbridge Island, WA 98110 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collec
July 3, 2025	EX-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). Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T
July 3, 2025	EX-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). Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T
July 3, 2025	EX-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). Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2025, is by and among Banzai International, Inc., a Delaware corporation with offices located at 435 Ericksen Ave, Suite 250, Bainbridge Island, WA 98110 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with t
July 3, 2025	PRE 14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement BANZAI INTERNATIONAL, INC. (Name of Registrant as Sp
July 3, 2025	EX-99.1	Banzai Announces Reverse Split Exhibit 99.1 Banzai Announces Reverse Split SEATTLE – July 3, 2025 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that effective at market open on July 8, 2025, the Company will effect a one-for-ten (1 for 10) reverse stock split of its outstanding Class A Common
July 2, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events 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): July 2, 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
July 2, 2025	EX-99.1	Banzai Announces Reverse Split Exhibit 99.1 Banzai Announces Reverse Split SEATTLE – July 3, 2025 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that effective at market open on July 8, 2025, the Company will effect a one-for-ten (1 for 10) reverse stock split of its outstanding Class A Common
June 27, 2025	8-K	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): June 27, 2025 Banzai Internationa 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): June 27, 2025 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commissio
June 27, 2025	EX-3.1	Certificate of Amendment regarding 1:10 stock split (incorporated by reference to the Exhibit 3.1 to the Current Report on Form 8-K filed on June 27, 2025) Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANZAI INTERNATIONAL, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Banzai International, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Ge
June 18, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
June 10, 2025	EX-10.1	Notice of Termination (incorporated by reference to the Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2025) Exhibit 10.1
June 10, 2025	8-K/A	Termination of a Material Definitive Agreement, Financial Statements and Exhibits 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): June 10, 2025 (January 23, 2025) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of inco
June 5, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
May 15, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39826 Banzai International
April 25, 2025	EX-16.1	Letter of Marcum LLP dated April 25, 2025. Exhibit 16.1 April 25, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Banzi International, Inc. under Item 4.01 of its Form 8-K dated April 22, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Banzai International Inc. co
April 25, 2025	8-K	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): April 22, 2025 Banzai Internation 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): April 22, 2025 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commissi
April 18, 2025	EX-99.1	VIDELLO LIMITED FINANCIAL STATEMENTS MARCH 31, 2024 & MARCH 31, 2023 Exhibit 99.1 VIDELLO LIMITED FINANCIAL STATEMENTS MARCH 31, 2024 & MARCH 31, 2023 1 VIDELLO LIMITED FINANCIAL STATEMENTS MARCH 31, 2024 & MARCH 31, 2023 TABLE OF CONTENTS PAGES INDEPENDENT AUDITOR’S REPORT 3 FINANCIAL STATEMENTS: BALANCE SHEETS 4 STATEMENT OF OPERATIONS 5 STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 6 STATEMENT OF CASH FLOWS 7 NOTES TO FINANCIAL STATEMENTS 8-11 2 REPORT OF INDEPE
April 18, 2025	EX-99.2	VIDELLO LIMITED FINANCIAL STATEMENTS DECEMBER 31, 2024 Exhibit 99.2 VIDELLO LIMITED FINANCIAL STATEMENTS DECEMBER 31, 2024 1 VIDELLO LIMITED FINANCIAL STATEMENTS DECEMBER 31, 2024 TABLE OF CONTENTS PAGES FINANCIAL STATEMENTS: BALANCE SHEETS 3 STATEMENT OF OPERATIONS 4 STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 5 STATEMENT OF CASH FLOWS 6 NOTES TO FINANCIAL STATEMENTS 7-10 2 VIDELLO LIMITED BALANCE SHEETS (Unaudited) December 31, 2024 March 31, 2024
April 18, 2025	8-K/A	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): April 18, 2025 (January 31, 202 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): April 18, 2025 (January 31, 2025) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of inc
April 15, 2025	EX-19.1	Banzai International, Inc. Insider Trading Policy. Exhibit 19.1 BANZAI INTERNATIONAL, INC. INSIDER TRADING POLICY This Policy confirms procedures which employees, independent contractors and consultants, and directors of Banzai International, Inc. (the “Company”) must follow with respect to transactions in the Company’s securities including its common stock, options to purchase common stock, preferred stock, bonds and other debt securities, conver
April 15, 2025	EX-4.10	Promissory Note Agreement, dated as of March 26, 2024, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K filed on April 15, 2025). Exhibit 4.10 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU
April 15, 2025	EX-21.1	List of Subsidiaries. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction Banzai Operating Co LLC (f/k/a Banzai International, Inc.) Delaware Demio Holding, Inc. Delaware
April 15, 2025	8-K	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): April 15, 2025 Banzai Internation 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): April 15, 2025 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commissi
April 15, 2025	EX-99.1	Banzai Reports Fourth Quarter and Full Year 2024 Financial Results Revenue of $16.7 Million on a Consolidated, Pro-forma Basis for the Twelve Months Ending December 31, 2024, Representing 267% Annual Growth; Exceeded Guidance of $10 Million by 67% Q4 Exhibit 99.1 Banzai Reports Fourth Quarter and Full Year 2024 Financial Results Revenue of $16.7 Million on a Consolidated, Pro-forma Basis for the Twelve Months Ending December 31, 2024, Representing 267% Annual Growth; Exceeded Guidance of $10 Million by 67% Q4 2024 Adjusted Net Loss Improved by $7.8 Million from ($9.2) Million in Q4 2023 to ($1.4) Million, Bringing the Company Closer to Profita
April 15, 2025	EX-97.1	Banzai International, Inc. Policy on Recoupment of Incentive Compensation. Exhibit 97.1 BANZAI INTERNATIONAL, INC. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Board of Directors (the “Board”) of Banzai International, Inc. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Com
April 15, 2025	EX-4.11	Description of Securities Exhibit 4.11 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary of certain material provisions of the securities of Banzai International, Inc. (the “Company”) does not purport to be complete and is subject to and qualified in its entirety by the provisions of the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”), the Company’s Second Amended and Resta
April 15, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39826 Banzai Internat
April 11, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 11, 2025 (March 31, 2025) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorpo
April 11, 2025	EX-10.2	Subordinate Secured Promissory Note dated as of March 31, 2025, by and between the Company, Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 11, 2025). Exhibit 10.2 SUBORDINATED SECURED PROMISSORY NOTE SUBORDINATED SECURED PROMISSORY NOTE $4,000,000.00 Dated: March 31, 2025, FOR VALUE RECEIVED, the undersigned, BANZAI INTERNATIONAL, INC., A Domestic Delaware Corporation (“Parent”), and its subsidiaries, Parent, and the other entities shown as signatories hereto or that are joined from time to time as a Borrower, individually and collectively, joi
April 11, 2025	EX-10.1	Subordinate Business Loan and Security Agreement dated as of March 31, 2025, by and between the Company and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 11, 2025). Exhibit 10.1 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of March 31, 2025(the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity,
March 31, 2025	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39826 CUSIP Number: 06682J308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39826 CUSIP Number: 06682J308 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11
March 4, 2025	EX-3.2	Third Amended and Restated Bylaws of the Company, dated December 14, 2023 (incorporated by reference to the Exhibit 3.2 to the Current Report on Form 8-K filed on March 4, 2025). Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF BANZAI INTERNATIONAL, INC. ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Second Amended and Restated Certificate of Incorporation of the corporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”). Section
March 4, 2025	8-K	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): February 28, 2025 Banzai Internat 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): February 28, 2025 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commi
March 4, 2025	EX-3.1	Amendment to Second Amended and Restated Certificate of Incorporation of the Company, dated March 3, 2025. (incorporated by reference to the Exhibit 3.1 to the Current Report on Form 8-K filed on March 4, 2025). Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF BANZAI INTERNATIONAL, INC. Banzai International, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: ONE: That the name of the Corporation is Banzai International, Inc. The original Certificate of Incorporation of the Corporation was filed with
March 4, 2025	EX-99.1	00:00:00.000 --> 00:00:06.720 Exhibit 99.1 00:00:00.000 -> 00:00:06.720 All right. Hello and welcome to a special meeting of the shareholders of Banzai International, 00:00:06.720 -> 00:00:13.240 Inc. I am Joseph Davy, Chief Executive Officer of the company. There are five items of business 00:00:13.240 -> 00:00:18.580 on today's agenda. One, to grant the board authority to issue shares of our Class A Common 00:00:18.580 -> 00
March 3, 2025	8-K/A	Financial Statements and Exhibits 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): February 28, 2025 (December 19, 2024) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of
March 3, 2025	EX-99.1	CLEARDOC, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET December 31, 2023 Exhibit 99.1 CLEARDOC, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET December 31, 2023 A S S E T S CURRENT ASSETS Cash $ 720,633 Accounts receivable, net 810,408 Current portion of deferred sales commissions 638,647 Prepaid expenses 72,824 TOTAL CURRENT ASSETS 2,242,512 DEFERRED SALES COMMISSIONS, less current 372,571 PROPERTY AND EQUIPMENT, net 5,977 IDENTIFIABLE INTANGIBLE ASSETS, net 363,376 G
March 3, 2025	EX-99.2	CLEARDOC, INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED BALANCE SHEET Period Ended September 30, 2024 Exhibit 99.2 CLEARDOC, INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED BALANCE SHEET Period Ended September 30, 2024 September 30, 2024 December 31, 2023 ASSETS CURRENT ASSETS Cash $ 610,826 $ 720,633 Accounts receivable, net 528,391 810,408 Current portion of deferred sales commissions 473,264 638,647 Prepaid expenses 58,837 72,824 TOTAL CURRENT ASSETS 1,671,318 2,242,512 DEFERRED SALES COMMISSIONS, l
March 3, 2025	EX-99.3	BANZAI INTERNATIONAL INC UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 BANZAI INTERNATIONAL INC UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 18, 2024 (the “Closing”), Banzai International, Inc., a Delaware corporation (“Banzai” or the “Company”), closed a previously announced merger (the “Merger”, the consummation of the Merger, the “Closing”) with ClearDoc, Inc., a Delaware corporation doing business as OpenReel (“OpenReel”),
February 18, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi
February 13, 2025	8-K/A	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): February 13, 2025 (October 2, 2 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): February 13, 2025 (October 2, 2024) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of i
February 13, 2025	EX-99.1	Banzai Fully Regains Compliance with Nasdaq Continued Listing Requirement Exhibit 99.1 Banzai Fully Regains Compliance with Nasdaq Continued Listing Requirement SEATTLE – February 13, 2025 – Banzai International, Inc. (Nasdaq: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it has received a notification letter from the Hearings Department of The Nasdaq Stock Market LLC
February 7, 2025	POS EX	As filed with the Securities and Exchange Commission on February 7, 2025 POS EX 1 formposex.htm As filed with the Securities and Exchange Commission on February 7, 2025 Registration No. 333-282232 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Post-Effective Amendment No. 1 to REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banzai International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 7372 85-3118
February 7, 2025	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi
February 7, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
February 3, 2025	8-K/A	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): February 3, 2025 (January 31, 2 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): February 3, 2025 (January 31, 2025) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of i
February 3, 2025	EX-10.1	Form of Convertible Promissory Note (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed on February 3, 2025). Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU
January 31, 2025	8-K	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): January 31, 2025 Banzai Internati 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): January 31, 2025 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commis
January 31, 2025	EX-10.3	Closing Letter Agreement, dated January 24, 2025, by and among Banzai International, Inc., Vidello Limited, and certain shareholders of Vidello Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 31, 2025). Exhibit 10.3 Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, WA 98110 December 30, 2024 Vidello Limited 6 Brindles RM112RU Hornchurch London United Kingdom Ladies and Gentlemen: Re: Agreements Regarding Closing Reference is made to the Acquisition Agreement between Banzai International, Inc. (“ListCo”), Vidello Limited (“Company”) and the shareholders of the Company (coll
January 31, 2025	EX-10.4	Form of Convertible Promissory Note Exhibit 10.4 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU
January 28, 2025	CORRESP	Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 VIA EDGAR January 27, 2025 Mr. Jeff Kauten Mr. Matthew Derby Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Banzai International, Inc. Preliminary Proxy Statement on Schedule 14A Filed January 2, 2025 File No. 001-398
January 23, 2025	EX-10.2	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 23, 2024). Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
January 23, 2025	EX-10.5	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on January 23, 2024). Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2025, by and between Banzai International, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). Each Purchaser and the Company is herein referred to
January 23, 2025	8-K	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): January 23, 2025 Banzai Internati 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): January 23, 2025 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commis
January 23, 2025	EX-10.3	Voting and Support Agreement, dated January 22, 2025 by and between Banzai International, Inc and Joseph Davy (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025). Exhibit 10.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 22, 2025, by and between Banzai International, Inc., a Delaware corporation (the “ListCo”), and Joseph Davy (the “Stockholder”). ListCo and the Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties”. W I T N E S S E T H: WHEREAS, as of th
January 23, 2025	EX-10.4	Form of Share Consideration Escrow Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 23, 2024). Exhibit 10.4 SHARE CONSIDERATION ESCROW AGREEMENT This SHARE CONSIDERATION ESCROW AGREEMENT, dated as of January [ ], 2025 (the “Agreement”), is by and among Banzai International, Inc., a Delaware corporation (the “ListCo”), Banzai Passage Inc., a Delaware corporation wholly owned by ListCo (the “Merger Sub”), Act-On Software, Inc., a Delaware corporation (the “Company”), the Management Employees
January 23, 2025	EX-10.1	Form of Subscription Booklet (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 23, 2024). Exhibit 10.1 Banzai International, Inc. Subscription Booklet Offering Total: $[32,000,000] The securities offered hereby are speculative and involve a high degree of risk. Accredited Investors Only January 2025 Legal Disclaimer: Banzai International, Inc. is currently undertaking a private placement of the securities described in the accompanying transaction documents in reliance upon the exemptio
January 23, 2025	EX-2.1	Agreement and Plan of Merger, dated January 22, 2025 by and between Banzai International, Inc. and Act-On Software, Inc. (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025) Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BANZAI INTERNATIONAL, INC., BANZAI PASSAGE INC., and ACT-ON SOFTWARE, INC. dated as of January 22, 2025 Table of Contents Article I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction 11 Article II THE MERGER; CLOSING 12 Section 2.01 The Merger 12 Section 2.02 Closing 12 Section 2.03 Effective Time 12 Section 2.04 Effect
January 23, 2025	EX-99.1	Banzai Announces Definitive Agreement to Acquire Act-On Software, Growing TTM Revenue 152% to $44M Banzai Adds Enterprise Marketing Automation Platform, the Cornerstone of AI-driven B2B Marketing, to Growing Product Family Exhibit 99.1 Banzai Announces Definitive Agreement to Acquire Act-On Software, Growing TTM Revenue 152% to $44M Banzai Adds Enterprise Marketing Automation Platform, the Cornerstone of AI-driven B2B Marketing, to Growing Product Family SEATTLE – January 23, 2025 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential m
January 10, 2025	S-8 POS	As filed with the Securities and Exchange Commission on January 10, 2025 As filed with the Securities and Exchange Commission on January 10, 2025 Registration No.
January 2, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
December 20, 2024	EX-10.2	Form of Pre-Funded Warrant (incorporated by reference to exhibit 10.2 to the Current Report on Form 8-K filed on December 20, 2024). Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
December 20, 2024	8-K	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): December 19, 2024 Banzai Internat 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): December 19, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commi
December 20, 2024	EX-10.1	Form of Lock-Up Agreement (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed on December 20, 2024). Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2024 by and among Banzai International, Inc., a Delaware corporation, (the “ListCo”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Acquisition Agreement (as defined herein below). WHEREAS, on December 1
December 20, 2024	EX-10.3	Voting and Support Agreement, dated December 19, 2024, by and between Banzai International Inc., and Joseph P. Davy (incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K filed on December 20, 2024) Exhibit 10.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 19, 2024, by and between Banzai International, Inc., a Delaware corporation (the “Company”), and Joseph Davy (the “Stockholder”). The Company and the Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties”. W I T N E S S E T H: WHEREAS, a
December 20, 2024	EX-99.1	Banzai Signs Acquisition of Vidello, Growing TTM Revenue 59% to $17.3M and Adding $2.3M in EBITDA Banzai to Expand Portfolio with Vidello: Next-Generation Video Creation, Editing, and Marketing Suite. Expected to add $6.5M in Revenue and $2.3M in EBI Exhibit 99.1 Banzai Signs Acquisition of Vidello, Growing TTM Revenue 59% to $17.3M and Adding $2.3M in EBITDA Banzai to Expand Portfolio with Vidello: Next-Generation Video Creation, Editing, and Marketing Suite. Expected to add $6.5M in Revenue and $2.3M in EBITDA for the TTM Through September 30, 2024 SEATTLE – December 20, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Comp
December 20, 2024	EX-2.1	Acquisition Agreement dated December 19, 2024, by and among Banzai International, Inc., Vidello Limited, and the Shareholders of Vidello Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 20, 2024). Exhibit 2.1 Execution Version ACQUISITION AGREEMENT by and among BANZAI INTERNATIONAL, INC., VIDELLO LIMITED and COMPANY SHAREHOLDERS dated as of December 19, 2024 Table of Contents Article I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction 9 Article II THE ACQUISITION; CLOSING 10 Section 2.01 Closing 10 Section 2.02 Consideration. 10 Section 2.03 Delivery of the Purchase
December 19, 2024	EX-2.1	Agreement and Plan of Merger, dated December 10, 2024, by and among Banzai International, Inc., Banzai Reel Acquisition, Inc. ClearDoc, Inc., and certain stockholders of ClearDoc, Inc. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BANZAI INTERNATIONAL, INC., BANZAI REEL ACQUISITION, INC., COMPANY STOCKHOLDERS, and CLEARDOC, INC. dated as of December 10, 2024 Table of Contents Article I CERTAIN DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Construction 9 Article II THE MERGER; CLOSING 9 Section 2.01 The Merger 9 Section 2.02 Closing 10 Section 2.03 Effective Time
December 19, 2024	EX-10.1	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 10, 2024). Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 18, 2024, by and between Banzai International, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). Each Purchaser and the Company is herein ref
December 19, 2024	8-K	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): December 18, 2024 Banzai Internat 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): December 18, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commi
December 19, 2024	EX-3.1	Certificate of Designation of Series FE Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 19, 2024). Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES FE PREFERRED STOCK (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Banzai International, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), in accordance with Section 151 of the DGCL, does hereby certify that: 1. T
December 19, 2024	EX-99.1	Banzai Completes Acquisition of OpenReel, Expects to Exceed $10.0 Million 2024 Revenue Guidance Exhibit 99.1 Banzai Completes Acquisition of OpenReel, Expects to Exceed $10.0 Million 2024 Revenue Guidance SEATTLE – December 19, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it has successfully closed its previously announced acquisition of OpenReel
December 19, 2024	EX-10.2	Form of Pre-Funded Warrant Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
December 17, 2024	S-8 POS	As filed with the Securities and Exchange Commission on December 17, 2024 As filed with the Securities and Exchange Commission on December 17, 2024 Registration No.
December 16, 2024	8-K/A	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): December 16, 2024 (September 24 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): December 16, 2024 (September 24, 2024) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction o
December 10, 2024	8-K	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): December 10, 2024 Banzai Internat 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): December 10, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commi
December 10, 2024	EX-2.1	Agreement and Plan of Merger dated December 10, 2024, by and among Banzai International, Inc., Banzai Reel Acquisition, Inc. ClearDoc, Inc., and certain stockholders of ClearDoc, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 19, 2024). Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BANZAI INTERNATIONAL, INC., BANZAI REEL ACQUISITION, INC., COMPANY STOCKHOLDERS, and CLEARDOC, INC. dated as of December 10, 2024 Table of Contents Article I CERTAIN DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Construction 9 Article II THE MERGER; CLOSING 9 Section 2.01 The Merger 9 Section 2.02 Closing 10 Section 2.03 Effective Time
December 10, 2024	EX-99.1	Banzai Announces Definitive Agreement to Acquire OpenReel, Growing TTM Revenue 152% to $10.9M Banzai Adds Enterprise-Grade Branded Video Creation and Management Solution OpenReel to Growing Product Family Exhibit 99.1 Banzai Announces Definitive Agreement to Acquire OpenReel, Growing TTM Revenue 152% to $10.9M Banzai Adds Enterprise-Grade Branded Video Creation and Management Solution OpenReel to Growing Product Family SEATTLE – December 10, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sale
December 10, 2024	EX-10.2	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 10, 2024). Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
December 10, 2024	EX-10.1	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 10, 2024). Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2024, by and between Banzai International, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). Each Purchaser and the Company is herein referred to
December 10, 2024	EX-3.1	Form of Certificate of Designation of Series FE Preferred Stock Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES FE PREFERRED STOCK (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Banzai International, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), in accordance with Section 151 of the DGCL, does hereby certify that: 1. T
December 10, 2024	EX-10.3	Voting and Support Agreement, dated December 10, 2024, by and between Joseph P. Davy and Banzai International Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 10, 2024). Exhibit 10.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 10, 2024, by and between Banzai International, Inc., a Delaware corporation (the “Company”), and Joseph Davy (the “Stockholder”). The Company and the Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties”. W I T N E S S E T H: WHEREAS, a
November 19, 2024	EX-99.1	Banzai International Inc. Third Quarter 2024 Financial Results and Business Update Conference Call November 14, 2024 Exhibit 99.1 Banzai International Inc. Third Quarter 2024 Financial Results and Business Update Conference Call November 14, 2024 Banzai International Inc. - Third Quarter 2024 Financial Results and Business Update Conference Call, November 14, 2024 C O R P O R A T E P A R T I C I P A N T S Joe Davy, Chief Executive Officer Alvin Yip, Interim Chief Financial Officer C O N F E R E N C E C A L L P A
November 19, 2024	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits 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): November 19, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commi
November 18, 2024	424B3	Up to 613,269 Shares of Class A Common Stock 2,279,271 shares of Class A Common Stock underlying Convertible Notes Common Warrants to Purchase up to 1,896,893 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 1,353,624 shares of Cl Filed Pursuant to Rule 424(b)(3) Registration No. 333-282306 Prospectus Supplement No. 1 (To Prospectus dated October 11, 2024) Up to 613,269 Shares of Class A Common Stock 2,279,271 shares of Class A Common Stock underlying Convertible Notes Common Warrants to Purchase up to 1,896,893 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 1,353,624 shares of Class A Common Stock Up
November 18, 2024	424B3	Series A Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Series B Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Up to 1,176,471 s Filed Pursuant to Rule 424(b)(3) Registration No. 333-282506 Prospectus Supplement No. 1 (To Prospectus dated November 6, 2024) Series A Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Series B Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Up to 1,176,471 shares of Class A Commo
November 18, 2024	424B3	Up to 877,372 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-282680 Prospectus Supplement No. 1 (To Prospectus dated November 13, 2024) Up to 877,372 Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated November 13, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282680). Capitalized term
November 18, 2024	424B3	Up to 25,000,000 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-282232 Prospectus Supplement No. 1 (To Prospectus dated September 27, 2024) Up to 25,000,000 Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated September 27, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282232). Capitalized
November 18, 2024	424B3	5,227,780 Shares of Class A Common Stock Common Warrants to Purchase up to 13,888,890 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 8,661,110 shares of Class A Common Stock Up to 13,888,890 shares of Class A Common Stock underl Filed Pursuant to Rule 424(b)(3) Registration No. 333-278871 Prospectus Supplement No. 2 (To Prospectus dated May 22, 2024) 5,227,780 Shares of Class A Common Stock Common Warrants to Purchase up to 13,888,890 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 8,661,110 shares of Class A Common Stock Up to 13,888,890 shares of Class A Common Stock underlying the Common Warrants U
November 18, 2024	424B3	Up to 24,274,995 Shares of Class A Common Stock Up to 12,082,923 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants and Senior Convertible Notes Filed Pursuant to Rule 424(b)(3) Registration No. 333-276307 Prospectus Supplement No. 4 (To Prospectus dated February 14, 2024) Up to 24,274,995 Shares of Class A Common Stock Up to 12,082,923 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants and Senior Convertible Notes This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2024 (the “
November 14, 2024	EX-10.30	Subordinated Business Loan and Security Agreement, Promissory Note with Agile Lending, LLC and Agile Capital Funding, LLC dated July 22, 2024 Exhibit 10.30 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 22, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity,
November 14, 2024	EX-10.31	Subordinated Business Loan and Security Agreement, Promissory Note with Agile Lending, LLC and Agile Capital Funding, LLC dated September 13, 2024 Exhibit 10.31 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of September 13, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capa
November 14, 2024	EX-10.32	Securities Purchase Agreement with 1800 Diagonal Lending LLC Exhibit 10.32 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 16, 2024, by and between BANZAI INTERNATIONAL INC., a Delaware corporation, with its address at 435 Ericksen Ave, Suite 250, Bainbridge Island, Washington 98110 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Ro
November 14, 2024	EX-4.9	Promissory Note with 1800 Diagonal Lending, LLC dated September 24, 2024 Exhibit 4.11 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
November 14, 2024	NT 10-Q	FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 SEC FILE NUMBER CUSIP NUMBER FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition R
November 14, 2024	SC 13G	BNZI.W / Banzai International, Inc. - Equity Warrant / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-bnzi093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Banzai International, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 06682J308 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement
November 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39826 Banzai Internati
November 14, 2024	EX-4.8	Promissory Note with 1800 Diagonal Lending, LLC dated August 16, 2024 Exhibit 4.10 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
November 13, 2024	EX-99	JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.
November 13, 2024	424B1	Up to 877,372 Shares of Class A Common Stock Filed pursuant to Rule 424(b)(1) Registration No. 333-282680 Prospectus Up to 877,372 Shares of Class A Common Stock Banzai International, Inc. filing this prospectus for the offer and sale from time to time by the selling securityholder named in this prospectus (the “Selling Securityholders”) of up to 877,372 shares of Class A Common Stock issued or issuable pursuant to the Debt Equitization Plan
November 13, 2024	SC 13G	BNZI.W / Banzai International, Inc. - Equity Warrant / Oasis Management Co Ltd. - BANZAI INTERNATIONAL, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Banzai International, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 06682J308 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the r
November 12, 2024	8-K/A	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): November 12, 2024 (February 8, 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): November 12, 2024 (February 8, 2024) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of
November 12, 2024	EX-99.1	Banzai Regains Compliance with NASDAQ Minimum Market Value of Publicly Held Shares Requirement Exhibit 99.1 Banzai Regains Compliance with NASDAQ Minimum Market Value of Publicly Held Shares Requirement SEATTLE, November 11, 2024 - Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it has received notice from The Nasdaq Stock Market LLC (“Nasdaq”) informing
November 8, 2024	CORRESP	Banzai International, Inc. Banzai International, Inc. November 8, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C., 20549 Re: Banzai International, Inc. Registration Statement on Form S-1 (File No. 333-282680) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulat
November 7, 2024	EX-99.1	Banzai Q3 2024 Preliminary Financial Results: Profitability in Sight Following $14.5M Annualized Adjusted Net Income Improvement; 31% Annualized ARR Growth Rate Management to Host Third Quarter 2024 Results Conference Call on Thursday, November 14, 2 Exhibit 99.1 Banzai Q3 2024 Preliminary Financial Results: Profitability in Sight Following $14.5M Annualized Adjusted Net Income Improvement; 31% Annualized ARR Growth Rate Management to Host Third Quarter 2024 Results Conference Call on Thursday, November 14, 2024 at 5:30 p.m. Eastern Time SEATTLE – November 7, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leadi
November 7, 2024	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits 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): November 7, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commis
November 6, 2024	424B1	Series A Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Series B Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Up to 1,176,471 s Filed pursuant to Rule 424(b)(1) Registration No. 333-282506 Prospectus Series A Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Series B Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Up to 1,176,471 shares of Class A Common Stock underlying the Series A Warrants Up to 1,176,471
November 6, 2024	CORRESP	Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 VIA EDGAR November 6, 2024 Mr. Charli Wilson Mr. Matthew Derby Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Banzai International, Inc. Registration Statement on Form S-1 Filed October 16, 2
November 4, 2024	EX-99.1	Banzai Announces Listing Transfer to Nasdaq Capital Market Pursuant to Nasdaq Compliance Plan Exhibit 99.1 Banzai Announces Listing Transfer to Nasdaq Capital Market Pursuant to Nasdaq Compliance Plan SEATTLE – November 4, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, announces that it has received approval from the Listing Qualifications Department of the Nasdaq St
November 4, 2024	CORRESP	Banzai International, Inc. Banzai International, Inc. November 4, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C., 20549 Re: Banzai International, Inc. Registration Statement on Form S-1 (File No. 333-282506) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulat
November 4, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits 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): November 4, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commis
November 4, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
October 22, 2024	8-K/A	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 22, 2024 (April 8, 2024 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 22, 2024 (April 8, 2024) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of inco
October 22, 2024	EX-99.1	Banzai Regains Compliance with NASDAQ Minimum Bid Price Rule Exhibit 99.1 Banzai Regains Compliance with NASDAQ Minimum Bid Price Rule SEATTLE, October 22, 2024 - Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it has received notice from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained co
October 18, 2024	CORRESP	Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 VIA EDGAR October 18, 2024 Mr. Charli Wilson Mr. Matthew Derby Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Banzai International, Inc. Registration Statement on Form S-1 Filed October 4, 20
October 16, 2024	EX-10.40	Repayment Agreement with Verista Partners, Inc. (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.40 REPAYMENT AGREEMENT This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Verista Partners, Inc., aka Winterberry Group, (“Payee”), as of [●] (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee has previously provided legal services to the Com
October 16, 2024	S-1	As filed with the Securities and Exchange Commission on October 16, 2024 As filed with the Securities and Exchange Commission on October 16, 2024 Registration No.
October 16, 2024	EX-10.26	Securities Purchase Agreement with CP BF Lending, LLC (incorporated by reference to the Registration Statement on Form S-1 (File No. 333-282680) filed with the SEC on October 16, 2024). Exhibit 10.26 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, prior to the date hereof, t
October 16, 2024	EX-10.30	Securities Purchase Agreement with Alco Investment Company (incorporated by reference to the Registration Statement on Form S-1 (File No. 333-282680) filed with the SEC on October 16, 2024). Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co
October 16, 2024	EX-10.31	Repayment Agreement with Perkins Coie, LLP (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.31 REPAYMENT AGREEMENT This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Perkins Coie LLP (“Payee”), as of September 9, 2024 (the “Effective Date”,). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee has previously provided legal services to the Company (the “Serv
October 16, 2024	EX-10.35	Floor Price Adjustment Agreement with Yorkville Advisors (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.35 FLOOR PRICE REDUCTION AGREEMENT This Floor Price Reduction Agreement (this “Agreement”) is entered into as of September 20, 2024, by and between BANZAI INTERNATIONAL, INC. (f/k/a 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), in respect of (i) tha
October 16, 2024	EX-10.36	Repayment Agreement with Cooley LLP (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.36 REPAYMENT AGREEMENT This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Cooley LLP (“Payee”), as of September , 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee has previously provided legal services to the Company (the “Services”),
October 16, 2024	EX-10.39	Repayment Agreement with Donnelley Financial LLC (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.39 REPAYMENT AGREEMENT This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Donnelley Financial LLC (“Payee”), as of September 13, 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee has previously provided various services to the Company (
October 16, 2024	EX-4.23	Convertible Note, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 4.23 Note - THIS SECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SE
October 16, 2024	EX-10.38	Repayment Agreement with Sidley Austin LLP (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.38 REPAYMENT AGREEMENT This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Sidley Austin LLP (“Payee”), as of September [ ], 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee has previously provided legal services to the Company (the “Se
October 16, 2024	EX-10.37	Settlement Letter with CohnReznick LLP (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.37 September 19, 2024 Via E-Mail & Regular Mail Mr. Joe Davy Chief Executive Officer Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, WA 98110 Re: Unpaid Amounts Dear Mr. Davy: Reference is made to the closing of the transaction (the “Closing”) of the business combination agreement between 7GC & Co. Holdings Inc. (“7GC”), and Banzai International, Inc. (“Banzai”
October 16, 2024	EX-10.41	Consulting Agreement dated as of September 26, 2024, by and between the Company and Hudson Global Ventures, LLC (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.41 CONSULTING AGREEMENT This consulting agreement (“Agreement”) is entered into as of September 26, 2024 (the “Effective Date”) between Hudson Global Ventures, LLC, a Nevada limited liability company (“Consultant”) and Banzai International INC., a Delaware corporation (“COMPANY”) (collectively, the “Parties”). RECITAL A. WHEREAS, COMPANY deems it to be in its best interest to retain Con
October 16, 2024	EX-FILING FEES	Filing Fee Table* Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Banzai International, Inc.
October 16, 2024	EX-10.33	Investor Relations Consulting Agreement with MZHCI, LLC (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.33 New York ● Chicago ● San Diego ● Aliso Viejo ● Austin ● Minneapolis ● Taipei ● São Paulo www.mzgroup.us Investor Relations Consulting Agreement THIS CONSULTING AGREEMENT (“Agreement”) is made this 21st day of August 2024 by and between Banzai International, Inc. (hereinafter referred to as the “Company” or “BNZI”) and MZHCI, LLC, a MZ Group Company (hereinafter referred collectively
October 16, 2024	EX-10.32	Amended and Restated Repayment Agreement with J.V.B Financial Group, LLC (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). Exhibit 10.32 AMENDED & RESTATED REPAYMENT AGREEMENT This Amended & Restated Repayment Agreement (“Agreement”) is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and J.V.B. Financial Group, LLC acting through Cohen & Company Capital Markets Division (“Payee”), as of September 6, 2024 (the “Effective Date”). The Company and Payee are each a “Party”
October 11, 2024	424B1	Up to 613,269 Shares of Class A Common Stock 2,279,271 shares of Class A Common Stock underlying Convertible Notes Common Warrants to Purchase up to 1,896,893 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 1,353,624 shares of Cl Filed pursuant to Rule 424(b)(1) Registration No. 333-282306 Prospectus Up to 613,269 Shares of Class A Common Stock 2,279,271 shares of Class A Common Stock underlying Convertible Notes Common Warrants to Purchase up to 1,896,893 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 1,353,624 shares of Class A Common Stock Up to 1,896,893 shares of Class A Common Stock underlying t
October 9, 2024	CORRESP	Banzai International, Inc. Banzai International, Inc. October 9, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C., 20549 Re: Banzai International, Inc. Registration Statement on Form S-1, as amended (File No. 333-282306) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules
October 7, 2024	S-1/A	As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.
October 4, 2024	S-1	As filed with the Securities and Exchange Commission on October 4, 2024 As filed with the Securities and Exchange Commission on October 4, 2024 Registration No.
October 4, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Banzai International, Inc.
October 2, 2024	EX-99.1	Banzai Granted Extension by Nasdaq Hearing Panel to Regain Compliance with Continued Listing Requirements Exhibit 99.1 Banzai Granted Extension by Nasdaq Hearing Panel to Regain Compliance with Continued Listing Requirements SEATTLE – October 2, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it received notice from the Nasdaq Listing Qualifications Panel (th
October 2, 2024	8-K	Financial Statements and Exhibits, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 2, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commiss
October 1, 2024	RW	Banzai International, Inc. 435 Erickson Ave., Suite 250 Bainbridge Island, Washington 98110 Banzai International, Inc. 435 Erickson Ave., Suite 250 Bainbridge Island, Washington 98110 October 1, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C., 20549 Re: Banzai International, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-281114 Ladies and Gentlemen: On behalf of Banzai Intern
September 27, 2024	EX-10.19	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 Exhibit 10.19 to the Current Report on Form 8-K/A filed on September 27, 2024). Exhibit 10.19
September 27, 2024	EX-4.2	Form of Series A Warrant dated September 26, 2024 (incorporated by reference the Current Report on Form 8-K filed on September 27, 2024). Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
September 27, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits 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): September 24, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Comm
September 27, 2024	424B1	Banzai International, Inc. Up to 25,000,000 Shares of Class A Common Stock Filed pursuant to Rule 424(b)(1) Registration No. 333-282232 Prospectus Banzai International, Inc. Up to 25,000,000 Shares of Class A Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholder named in this prospectus (the “Selling Securityholders”) of up to 25,000,000 shares of Class A Common Stock, consisting of shares of Class A Common Stock issua
September 27, 2024	EX-10.1	Form of Securities Purchase Agreement (incorporated by reference to the Exhibit 10.1 to the Current Report on Form 8-K filed on September 27, 2024). Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set
September 27, 2024	EX-4.3	Form of Series B Warrant dated September 26, 2024 (incorporated by reference the Current Report on Form 8-K filed on September 27, 2024). Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
September 27, 2024	8-K/A	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): September 27, 2024 (September 2 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): September 27, 2024 (September 25, 2024) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction
September 27, 2024	EX-10.2	Form of Registration Rights Agreement (incorporated by reference to the Exhibit 10.2 to the Current Report on Form 8-K filed on September 27, 2024). Exhibit 10.2 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , by and between Banzai International, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities P
September 27, 2024	EX-4.4	Form of Placement Agent Warrant dated September 26, 2024 (incorporated by reference the Current Report on Form 8-K filed on September 27, 2024). Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
September 27, 2024	EX-4.1	Form of Pre-Funded Warrant dated September 26, 2024 (incorporated by reference the Current Report on Form 8-K filed on September 27, 2024). Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
September 27, 2024	EX-99.1	Banzai Announces $5 Million Private Placement Priced At-The-Market Under Nasdaq Rules Exhibit 99.1 Banzai Announces $5 Million Private Placement Priced At-The-Market Under Nasdaq Rules SEATTLE – September 25, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it has entered into definitive agreements for the issuance and sale of an aggregate
September 27, 2024	EX-99.2	Banzai Announces Closing of $5 Million Private Placement Priced At-The-Market Under Nasdaq Rules Exhibit 99.2 Banzai Announces Closing of $5 Million Private Placement Priced At-The-Market Under Nasdaq Rules SEATTLE – September 26, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced the closing of its previously announced private placement priced at-the-market
September 26, 2024	CORRESP	Banzai International, Inc. Banzai International, Inc. September 26, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C., 20549 Re: Banzai International, Inc. Registration Statement on Form S-1, as amended (File No. 333-282232) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rul
September 25, 2024	EX-10.16	Securities Purchase Agreement with Alco Investment Company (2) Exhibit 10.16 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co
September 25, 2024	EX-10.18	Repayment Agreement with Verista Partners, Inc. (2) Exhibit 10.18 REPAYMENT AGREEMENT This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Verista Partners, Inc., aka Winterberry Group, (“Payee”), as of August [●], 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee has previously provided various serv
September 25, 2024	EX-10.9	Settlement Agreement, dated February 5, 2024, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.), GEM Global Yield LLC SCS and GEM Yield Bahamas Limited. Exhibit 10.9 Final Form SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is entered into on January [], 2024 (“Agreement Date”) by and among Banzai International, Inc., a Delaware corporation (“Company”), GEM Global Yield LLC SCS “société en commandite simple” formed under the laws of Luxembourg (“GEM Global”), and GEM Yield Bahamas Limited, a limited company formed under the laws of t
September 25, 2024	EX-10.27	Private Placement Warrant, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.27 to the Current Report on Form 8-K filed on September 25, 2024). Exhibit 10.27 THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
September 25, 2024	EX-10.11	Floor Price Adjustment Agreement with Yorkville Advisors(2) Exhibit 10.11 FLOOR PRICE REDUCTION AGREEMENT This Floor Price Reduction Agreement (this “Agreement”) is entered into as of September 20, 2024, by and between BANZAI INTERNATIONAL, INC. (f/k/a 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), in respect of (i) tha
September 25, 2024	EX-10.25	Form of Lock-Up Agreement dated September 23, 2024 (incorporated by reference to the Registration Statement on Form S-1 (File No. 333-282680) filed with the SEC on October 16, 2024). Exhibit 10.25 LOCK-UP AGREEMENT September 23, 2024 Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 Re: Securities Purchase Agreement, dated as of September 23, 2024 (the “Purchase Agreement”), between Banzai International, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlem
September 25, 2024	EX-10.21	Lock-up Agreement, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company(incorporated by reference to the Exhibit 10.21 to the Current Report on Form 8-K filed on September 25, 2024). Exhibit 10.21 LOCK-UP AGREEMENT September 23, 2024 Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 Re: Securities Purchase Agreement, dated as of September 20, 2024 (the “Purchase Agreement”), between Banzai International, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlem
September 25, 2024	EX-10.22	Pre-funded Private Placement Warrant, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to the Exhibit 10.22 to the Current Report on Form 8-K filed on September 25, 2024). Exhibit 10.22 THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
September 25, 2024	EX-10.14	Repayment Agreement with Sidley Austin LLP(2) Exhibit 10.14 REPAYMENT AGREEMENT This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Sidley Austin LLP (“Payee”), as of September 19, 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee has previously provided legal services to the Company (the “Ser
September 25, 2024	EX-10.8	Addendum to Letter Agreements, dated February 5, 2024, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) and Roth Capital Partners, LLC. Exhibit 10.8 ADDENDUM TO LETTER AGREEMENTS This Addendum (“Addendum”) to (i) the letter agreement dated October 5, 2022 (the “Company Agreement”), by and by and between Banzai International, Inc. (the “Company”) and Roth Capital Partners, LLC (“Roth”), and (ii) the letter agreement dated October 14, 2022 (the “7GC Agreement,” and together with the Company Agreement, the “Agreements”), by and betwe
September 25, 2024	EX-10.26	Pre-funded Private Placement Warrant, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.26 to the Current Report on Form 8-K filed on September 25, 2024). Exhibit 10.26 THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT O
September 25, 2024	EX-10.1	Amended and Restated Repayment Agreement with J.V.B Financial Group, LLC(2) Exhibit 10.1 AMENDED & RESTATED REPAYMENT AGREEMENT This Amended & Restated Repayment Agreement (“Agreement”) is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and J.V.B. Financial Group, LLC acting through Cohen & Company Capital Markets Division (“Payee”), as of September 6, 2024 (the “Effective Date”). The Company and Payee are each a “Party” a
September 25, 2024	EX-10.15	Repayment Agreement with Donnelley Financial LLC(2) Exhibit 10.15 REPAYMENT AGREEMENT This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Donnelley Financial LLC (“Payee”), as of September 13, 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee has previously provided various services to the Company (
September 25, 2024	EX-4.1	Secured Convertible Promissory Note dated as of September 23, 2024(2) Exhibit 4.1 Note - THIS SECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SEC
September 25, 2024	8-K	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): September 25, 2024 Banzai Interna 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): 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) (Comm
September 25, 2024	EX-10.12	Repayment Agreement with Cooley LLP(2) Exhibit 10.12 REPAYMENT AGREEMENT This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Cooley LLP (“Payee”), as of September , 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS, Payee has previously provided legal services to the Company (the “Services”),
September 25, 2024	EX-10.24	Form of Registration Rights Agreement, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.24 to the Current Report on Form 8-K filed on September 25, 2024). Exhibit 10.24 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of September 23, 2024, by and among Banzai International, Inc., a Delaware corporation (the “Company”), and each Person defined on the signature pages hereto (together with their respective successors and assigns, each a “Holder”). WHEREAS, the Company has agreed to provide certain registr
September 25, 2024	EX-10.4	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. Exhibit 10.4 As amended by the following: First Amendment to Loan Agreement dated October 10, 2022 Forbearance Agreement dated August 24, 2023 Second Amendment to Loan Agreement dated September 23, 2024 LOAN AGREEMENT This LOAN AGREEMENT, dated as of February 19, 2021 (this “Agreement”), is made by and among BANZAI INTERNATIONAL, INC., a Delaware corporation (“Borrower”), each Guarantor that joins
September 25, 2024	EX-10.17	Securities Purchase Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.17 to the Current Report on Form 8-K filed on September 25, 2024). Exhibit 10.17 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, prior to the date hereof, t
September 25, 2024	S-1/A	As filed with the Securities and Exchange Commission on September 25, 2024 As filed with the Securities and Exchange Commission on September 25, 2024 Registration No.
September 25, 2024	EX-10.23	Private Placement Warrant, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to the Exhibit 10.23 to the Current Report on Form 8-K filed on September 25, 2024). Exhibit 10.23 THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
September 25, 2024	EX-10.19	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 Registration Statement on Form S-1 (File No. 333-282680) filed with the SEC on October 16, 2024). Exhibit 10.19 SECOND AMENDMENT TO LOAN AGREEMENT This SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of September 23, 2024, is entered into by and among BANZAI INTERNATIONAL, INC., a Delaware corporation (“Borrower”), DEMIO HOLDING, INC., a Delaware corporation (“Demio”), BANZAI OPERATING CO LLC, a Delaware corporation (“Operating” and together with Demio, the “Guarantors”), and C
September 25, 2024	EX-10.13	Settlement Letter with CohnReznick LLP(2) Exhibit 10.13 September 11, 2024 Via E-Mail & Regular Mail Mr. Joe Davy Chief Executive Officer Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, WA 98110 Re: Unpaid Amounts Dear Mr. Davy: Reference is made to the closing of the transaction (the “Closing”) of the business combination agreement between 7GC & Co. Holdings Inc. (“7GC”), and Banzai International, Inc. (“Banzai”
September 25, 2024	EX-10.6	Side Letter to the Loan Agreement with CP BF Lending, LLC (incorporated by reference to the Exhibit 10.6 to the Current Report on Form 8-K filed on September 25, 2024). Exhibit 10.6 Execution Version CP BF Lending LLC 1910 Fairview Ave. SUITE 200, SEATTLE WA 98105 September 5, 2024 Banzai International, Inc. 435 Ericksen Ave., Suite 250 Bainbridge Island, WA 98110 Attention: Joseph Patrick Davy Email: [email protected] Mr. Davy, This letter (this “Letter”) is to document an understanding between CP BF Lending, LLC, a Delaware limited liability company (“Lender”), and
September 25, 2024	EX-10.2	Investor Relations Consulting Agreement with MZHCI, LLC(2) Exhibit 10.2 New York ● Chicago ● San Diego ● Aliso Viejo ● Austin ● Minneapolis ● Taipei ● São Paulo www.mzgroup.us Investor Relations Consulting Agreement THIS CONSULTING AGREEMENT (“Agreement”) is made this 21st day of August 2024 by and between Banzai International, Inc. (hereinafter referred to as the “Company” or “BNZI”) and MZHCI, LLC, a MZ Group Company (hereinafter referred collectively a
September 25, 2024	EX-10.7	Repayment Agreement with Perkins Coie LLP(2) Exhibit 10.7 REPAYMENT AGREEMENT This Repayment Agreement (this “Agreement”) is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and J.V.B. Financial Group, LLC acting through Cohen & Company Capital Markets Division (“Payee”), as of [●] (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto. WHEREAS,
September 25, 2024	EX-10.20	Form of Registration Rights Agreement, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to the Exhibit 10.20 to the Current Report on Form 8-K filed on September 25, 2024). Exhibit 10.20 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of September 20, 2024, by and among Banzai International, Inc., a Delaware corporation (the “Company”), and each Person defined on the signature pages hereto (together with their respective successors and assigns, each a “Holder”). WHEREAS, the Company has agreed to provide certain registr
September 25, 2024	EX-99.1	Banzai Announces $24.8 Million Debt Payoff and Restructuring Agreements with Participation from Company Insiders Agreements to Significantly Improve Balance Sheet by Reducing Total Debt, Deferring Principal and Interest Payments, and Substantially Lo Exhibit 99.1 Banzai Announces $24.8 Million Debt Payoff and Restructuring Agreements with Participation from Company Insiders Agreements to Significantly Improve Balance Sheet by Reducing Total Debt, Deferring Principal and Interest Payments, and Substantially Lowering Near-Term Cash Needs SEATTLE – September 24, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leadi
September 24, 2024	S-1	As filed with the Securities and Exchange Commission on September 24, 2024 As filed with the Securities and Exchange Commission on September 24, 2024 Registration No.
September 24, 2024	SC 13D/A	BNZI.W / Banzai International, Inc. - Equity Warrant / Ward Mason Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Banzai International, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06682J308 (CUSIP Number) Mason Ward c/o Alco Investment Company 33930 Weyerhaeuser Way S., Suite 150 Fe
September 24, 2024	EX-1	Registration Rights Agreement entered into on September 20, 2024 and dated as of September 18, 2024 by and among the Issuer, Alco Investment Company and CP BF Lending, LLC (included as Exhibit D to the Securities Purchase Agreement filed as Exhibit 1 hereto). EX-1 2 ex1.htm Exhibit 1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the t
September 24, 2024	EX-FILING FEES	Filing Fee Table* Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Banzai International, Inc.
September 20, 2024	EX-99.1	Banzai Announces Reverse Split to Regain NASDAQ Compliance Exhibit 99.1 Banzai Announces Reverse Split to Regain NASDAQ Compliance SEATTLE – September 19, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that effective at 12:01 a.m., EDT, on September 19, 2024, the Company will effect a one-for-fifty (1 for 50) reverse
September 20, 2024	8-K/A	Financial Statements and Exhibits, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): September 20, 2024 (April 3, 2024) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of in
September 20, 2024	EX-4.24	Amendment No. 4 to November 16, 2023, Subordinated Promissory Note (incorporated by reference to Exhibit 4.24 to the Registration Statement filed on Form S-1 on September 19, 2024). Exhibit 4.24 AMENDMENT No 4 TO SUBORDINATED PROMISSORY NOTE This Amendment No. 4 to Subordinated Promissory Note (the “Amendment”), dated May [30], 2024, is entered into by and between Banzai International, Inc. (the “Company”), Alco Investment Company (the “Holder”) and CP BF Lending, LLC (the “Lender”) (collectively known as the “Parties”). The Company previously issued a subordinated promissory
September 20, 2024	S-1	As filed with the Securities and Exchange Commission on September 19, 2024 As filed with the Securities and Exchange Commission on September 19, 2024 Registration No.
September 20, 2024	EX-4.22	Amendment No. 3 to August 30, 2023, Subordinated Promissory Note (incorporated by reference to Exhibit 4.22 to the Registration Statement filed on Form S-1 on September 19, 2024). Exhibit 4.22 AMENDMENT No 3 TO SUBORDINATED PROMISSORY NOTE This Amendment No. 3 to Subordinated Promissory Note (the “Amendment”), dated May [30], 2024, is entered into by and between Banzai International, Inc. (the “Company”), Alco Investment Company (the “Holder”) and CP BF Lending, LLC (the “Lender”) (collectively known as the “Parties”). The Company previously issued a subordinated promissory
September 20, 2024	EX-4.21	Subordinated Promissory Note, dated as of August 30, 2023, by and between Banzai International, Inc., Alco Investment Company and CP BF Lending, LLC (incorporated by reference to Exhibit 4.21 to the Registration Statement filed on Form S-1 on September 19, 2024). Exhibit 4.21 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE UNDER SUCH LAWS AND ANY SUCH TRANSFER OR RESALE MAY REQUIRE COMPLIANCE WITH THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE I
September 20, 2024	EX-4.23	Subordinated Promissory Note, dated as of November 16, 2023, by and between Banzai International, Inc., Alco Investment Company and CP BF Lending, LLC. (1) Exhibit 4.23 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE UNDER SUCH LAWS AND ANY SUCH TRANSFER OR RESALE MAY REQUIRE COMPLIANCE WITH THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE I
September 20, 2024	EX-FILING FEES	Filing Fee Table(1) Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Banzai International, Inc.
September 20, 2024	8-K/A	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): September 19, 2024 (September 1 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): September 19, 2024 (September 16, 2024) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction
September 20, 2024	EX-4.12	Amended and Restated Debt Repayment Agreement, dated as of May 22, 2024, by and between the Company and Yorkville (incorporated by reference to Exhibit 4.12 to the Registration Statement filed on Form S-1 on September 19, 2024). Exhibit 4.12 AMENDED AND RESTATED DEBT REPAYMENT AGREEMENT This Amended and Restated Debt Repayment Agreement (this “Agreement”) is entered into as of May 22, 2024, effective upon the closing of the Offering (as defined below), by and between BANZAI INTERNATIONAL, INC. (f/k/a 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partn
September 16, 2024	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits 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): September 16, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Comm
September 16, 2024	EX-3.1	Amendment to Second Amended and Restated Certificate of Incorporation of the Company, dated September 11, 2024. (incorporated by reference to the Exhibit 3.1 to the Current Report on Form 8-K filed on September 16, 2024). Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANZAI INTERNATIONAL, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Banzai International, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Ge
September 13, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): September 9, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commi
September 9, 2024	8-K	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): September 9, 2024 Banzai Internat 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): September 9, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commi
September 9, 2024	EX-99.1	Banzai Appoints Kent Schofield to Board of Directors Former Goldman Sachs and Uber Executive Brings Over 20 Years of Finance and Corporate Strategy Experience Exhibit 99.1 Banzai Appoints Kent Schofield to Board of Directors Former Goldman Sachs and Uber Executive Brings Over 20 Years of Finance and Corporate Strategy Experience SEATTLE – September 9, 2024 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced the appointment o
September 3, 2024	8-K	Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits 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): September 3, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commi
August 19, 2024	424B3	Up to 24,274,995 Shares of Class A Common Stock Up to 12,082,923 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants and Senior Convertible Notes Filed Pursuant to Rule 424(b)(3) Registration No. 333-276307 Prospectus Supplement No. 3 (To Prospectus dated February 14, 2024) Up to 24,274,995 Shares of Class A Common Stock Up to 12,082,923 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants and Senior Convertible Notes This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2024 (the “
August 19, 2024	424B3	5,227,780 Shares of Class A Common Stock Common Warrants to Purchase up to 13,888,890 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 8,661,110 shares of Class A Common Stock Up to 13,888,890 shares of Class A Common Stock underl Filed Pursuant to Rule 424(b)(3) Registration No. 333-278871 Prospectus Supplement No. 1 (To Prospectus dated May 22, 2024) 5,227,780 Shares of Class A Common Stock Common Warrants to Purchase up to 13,888,890 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 8,661,110 shares of Class A Common Stock Up to 13,888,890 shares of Class A Common Stock underlying the Common Warrants U
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39826 Banzai International,
August 9, 2024	8-K	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): August 9, 2024 Banzai Internation 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): August 9, 2024 Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commissi
August 7, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
July 31, 2024	EX-FILING FEES	Filing Fee Table* Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Banzai International, Inc.
July 31, 2024	S-1	As filed with the Securities and Exchange Commission on July 30, 2024 As filed with the Securities and Exchange Commission on July 30, 2024 Registration No.
July 22, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14
July 11, 2024	424B3	Up to 24,274,995 Shares of Class A Common Stock Up to 12,082,923 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants and Senior Convertible Notes Filed Pursuant to Rule 424(b)(3) Registration No. 333-276307 Prospectus Supplement No. 3 (To Prospectus dated February 14, 2024) Up to 24,274,995 Shares of Class A Common Stock Up to 12,082,923 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants and Senior Convertible Notes This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2024 (the “
July 11, 2024	424B3	Up to 24,274,995 Shares of Class A Common Stock Up to 12,082,923 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants and Senior Convertible Notes Filed Pursuant to Rule 424(b)(3) Registration No. 333-276307 Prospectus Supplement No. 2 (To Prospectus dated February 14, 2024) Up to 24,274,995 Shares of Class A Common Stock Up to 12,082,923 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants and Senior Convertible Notes This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2024 (the “
June 11, 2024	8-K	Current Report 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): June 5, 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
May 31, 2024	EX-99.1	Exhibit 1 EX-99.1 2 ea020715501ex99-1banzai.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing ag
May 31, 2024	SC 13G	BNZI / Banzai International, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment SC 13G 1 ea0207155-13gintrabanzai.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Banzai International, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 06682J100 (CUSIP Number) May 22, 2024 (Date of Event Which Requires Filing of t
May 31, 2024	8-K	Current Report 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): May 29, 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
May 28, 2024	EX-10.5	Placement Agent Warrant, dated May 22, 2024 (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed on May 28, 2024) EX-10.5 Exhibit 10.5 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE INITIA
May 28, 2024	EX-99.1	AMENDED AND RESTATED DEBT REPAYMENT AGREEMENT EX-99.1 Exhibit 99.1 AMENDED AND RESTATED DEBT REPAYMENT AGREEMENT This Amended and Restated Debt Repayment Agreement (this “Agreement”) is entered into as of May 22, 2024, effective upon the closing of the Offering (as defined below), by and between BANZAI INTERNATIONAL, INC. (f/k/a 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limit
May 28, 2024	EX-10.3	Form of Common Warrant, dated May 22, 2024 (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on May 28, 2024) EX-10.3 Exhibit 10.3 WARRANT TO PURCHASE SHARES OF COMMON STOCK BANZAI INTERNATIONAL, INC. Warrant Shares: Original Issuance Date: May 28, 2024 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time
May 28, 2024	EX-10.1	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 28, 2024). EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and c
May 28, 2024	EX-10.2	Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 28, 2024). EX-10.2 Exhibit 10.2 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 May 22, 2024 Banzai International, Inc. Attention: Joseph Davy, Chairman and Chief Executive Officer 435 Ericksen Ave, Suite 250 Bainbridge Island, WA 98110 Re: Placement Agency Agreement Dear Mr. Davy: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P
May 28, 2024	8-K	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): May 22, 2024 Banzai International 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): May 22, 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
May 28, 2024	EX-10.4	Form of Pre-Funded Warrant, dated May 22, 2024 (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed on May 28, 2024) EX-10.4 Exhibit 10.4 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK BANZAI INTERNATIONAL, INC. Warrant Shares: Original Issuance Date: May 28, 2024 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter s
May 24, 2024	424B4	5,227,780 Shares of Class A Common Stock Common Warrants to Purchase up to 13,888,890 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 8,661,110 shares of Class A Common Stock Up to 13,888,890 shares of Class A Common Stock underl Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-278871 PROSPECTUS 5,227,780 Shares of Class A Common Stock Common Warrants to Purchase up to 13,888,890 shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 8,661,110 shares of Class A Common Stock Up to 13,888,890 shares of Class A Common Stock underlying the Common Warrants Up to 8,661,110 shares of Class A C
May 21, 2024	CORRESP	May 21, 2024 May 21, 2024 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.

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