Banzai International Files 8-K/A Amendment

TL;DR

Banzai International filed an amendment to a material agreement and financial statement filing from Sept 24, 2024.

AI Summary

Banzai International, Inc. filed an amendment (8-K/A) on December 16, 2024, to a previous filing concerning a material definitive agreement and financial statements. The original event date reported was September 24, 2024. The company, formerly known as 7GC & Co. Holdings Inc., is incorporated in Delaware and is in the pre-packaged software industry.

Why It Matters

This filing is an amendment to a previous report, indicating a correction or addition to material information previously disclosed by Banzai International, Inc.

Risk Assessment

Risk Level: low — This is a routine amendment filing to a previous report, not indicating new material events or significant financial changes.

Key Players & Entities

• Banzai International, Inc. (company) — Registrant
• 7GC & Co. Holdings Inc. (company) — Former company name
• September 24, 2024 (date) — Earliest event date reported
• December 16, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Global Ma
• $11.50 B — A common stock at an exercise price of $11.50 BNZIW The Nasdaq Capital Market Indic
• $0.001 — ommon Stock "), at an exercise price of $0.001 per share, (ii) Series A warrants (the
• $4.00 — f Common Stock, at an exercise price of $4.00 per share, and (iii) Series B warrants
• $4.249 — d Warrant and accompanying Warrants was $4.249. The Private Placement closed on Septem
• $2.50 — ise price of the Warrants from $4.00 to $2.50 per share. Item 9.01 Financial Statem

Filing Documents

• form8-ka.htm (8-K/A) — 47KB
• 0001493152-24-050231.txt ( ) — 271KB
• bnzi-20240924.xsd (EX-101.SCH) — 4KB
• bnzi-20240924_def.xml (EX-101.DEF) — 30KB
• bnzi-20240924_lab.xml (EX-101.LAB) — 36KB
• bnzi-20240924_pre.xml (EX-101.PRE) — 27KB
• form8-ka_htm.xml (XML) — 6KB

From the Filing

UNITED 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 of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 435 Ericksen Ave , Suite 250 Bainbridge Island , Washington 98110 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (206) 414-1777 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Global Market Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 BNZIW The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry Into a Material Definitive Agreement. On September 27, 2024, Banzai International, Inc. (the " Company ") filed the initial Current Report on Form 8-K to disclose that it entered into a securities purchase agreement (the " Purchase Agreement ") with an institutional investor (the " Investor ") for the issuance and sale in a private placement (the " Private Placement ") of (i) pre-funded warrants (" Pre-Funded Warrants ") to purchase up to 1,176,471 shares of the Company's Class A common stock, par value $0.0001 per share (the " Common Stock "), at an exercise price of $0.001 per share, (ii) Series A warrants (the " Series A Warrants ") to purchase up to 1,176,471 shares of Common Stock, at an exercise price of $4.00 per share, and (iii) Series B warrants (the " Series B Warrants " and together with the Series A Warrants, the " Warrants " ) to purchase up to 1,176,471 shares of Common Stock at an exercise price of $4.00 per share. The combined purchase price per Pre-Funded Warrant and accompanying Warrants was $4.249. The Private Placement closed on September 26, 2024. Pursuant to the Purchase Agreement, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until sixty (60) days after the effective date of the Registration Statement, which was November 6, 2024 (the " Protective Provisions ") As further disclosed on December 10, 2024, the Company entered into an Agreement and Plan of Merger (the " Merger Agreement ") with ClearDoc, Inc., a Delaware corporation doing business as OpenReel (" OpenReel "), certain stockholders of OpenReel (the " OpenReel Stockholders "), and Banzai Reel Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Banzai (" Merger Sub "). Pursuant to the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into OpenReel (the " Merger "), and OpenReel will be the surviving entity (the " Surviving Entity ") thereafter as a direct and wholly owned subsidiary of Banzai. Since the Merger Agreement requires the Company to issues shares to the OpenReel Stockholders and file a registration statement to register those shares, the Investor agreed to waive the Protective Provisions (the " Waiver "). In consideration for the Waiver, the Company agreed to reduce the exercise price of the Warrants from $4.00 to $2.50 per share. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securitie

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