Banzai International Files 8-K/A Amendment

TL;DR

Banzai International filed an amendment to a material agreement, originally dated Sept 25, 2024.

AI Summary

Banzai International, Inc. filed an 8-K/A on October 17, 2025, to amend a previous filing concerning a material definitive agreement. The original event date reported was September 25, 2024. The company, formerly known as 7GC & Co. Holdings Inc., is incorporated in Delaware and headquartered in Bainbridge Island, WA.

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 an amendment to a previous filing, not a new material event, and contains no new financial or operational disclosures.

Key Players & Entities

• Banzai International, Inc. (company) — Registrant
• 7GC & Co. Holdings Inc. (company) — Former company name
• September 25, 2024 (date) — Earliest event date reported
• October 17, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Capital M
• $11.50 B — A common stock at an exercise price of $11.50 BNZIW The Nasdaq Capital Market Indic
• $1,500,000 — ") in an aggregate principal amount of $1,500,000 to CP BF Lending, LLC (" CP BF ") in co
• $321,345 — any in an aggregate principal amount of $321,345. On August 24, 2023, the Company and CP
• $4.35 — or any such conversion is approximately $4.35 per share, subject to adjustment as set
• $2,000,000 — the CP BF SPA, CP BF agreed to convert $2,000,000 in debt into $2,200,000 in equity, cons
• $2,200,000 — reed to convert $2,000,000 in debt into $2,200,000 in equity, consisting of 26,085 shares
• $38.90 — ercised at an initial exercise price of $38.90 per share, subject to adjustment for a
• $10,758,774 — ough the Note had a principal amount of $10,758,774.75, taking into account the purchase an
• $8,758,775 — CP BF SPA, the Company continued to owe $8,758,775 to CP BF. CP BF agreed to convert such
• $900 m — ult. The Company shall also pay CP BF a $900 monthly servicing fee, which may increase
• $160,000 — e-time origination fee in the amount of $160,000. The Amended Loan Agreement also provid
• $4,861,926.46 — ober 14, 2025, there is an aggregate of $4,861,926.46 outstanding under the Note (the " Balan
• $2.50 — ion Notice, subject to a floor price of $2.50 (the " Floor Price "). CP BF shall ta
• $10,000,000 — Letter Agreement and (b) our receipt of $10,000,000 in gross proceeds for the sale of our s

Filing Documents

• form8-ka.htm (8-K/A) — 67KB
• ex10-5.htm (EX-10.5) — 38KB
• ex10-6.htm (EX-10.6) — 21KB
• ex99-1.htm (EX-99.1) — 15KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• 0001493152-25-018364.txt ( ) — 390KB
• bnzi-20240925.xsd (EX-101.SCH) — 4KB
• bnzi-20240925_def.xml (EX-101.DEF) — 26KB
• bnzi-20240925_lab.xml (EX-101.LAB) — 36KB
• bnzi-20240925_pre.xml (EX-101.PRE) — 25KB
• 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): October 17, 2025 ( September 25, 2024 ) Banzai International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 435 Ericksen Ave , Suite 250 Bainbridge Island , Washington 98110 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (206) 414-1777 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Capital Market Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 BNZIW The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Explanatory Note: We are filing this amendment to the original Form 8-K filed on September 25, 2024, to disclose certain amendments that have been made to the agreements disclosed therein. Item 1.01. Entry into a Material Definitive Agreement. Banzai International, Inc. (the " Company ") previously reported that on February 19, 2021, the Company, along with Joe Davy and Demio, Inc. (the " Guarantors "), issued a convertible promissory note (the " First Senior Convertible Note ") in an aggregate principal amount of $1,500,000 to CP BF Lending, LLC (" CP BF ") in connection with a loan agreement, dated February 19, 2021, between the Company and CP BF (the " Loan Agreement "). On October 10, 2022, the Loan Agreement was amended, whereby CP BF waived payment by the Company of four months of cash interest with respect to the term loan under the Loan Agreement in replacement for a convertible promissory note (the " Second Senior Convertible Note " and, together with the First Senior Convertible Note, the " Senior Convertible Notes ") issued by the Company in an aggregate principal amount of $321,345. On August 24, 2023, the Company and CP BF entered into a forbearance agreement (the " Original Forbearance Agreement "), as amended by the First Amendment to Forbearance Agreement, dated as of December 14, 2023 (collectively, the " Forbearance Agreement "), pursuant to which they agreed to amend and restate the Senior Convertible Notes so that they would not convert at the closing of a business combination as a "Change of Control" event. After the closing of the business combination that occurred on December 14, 2023, the Senior Convertible Notes became convertible, at CP BF's option on 5 days' written notice to the Company, into shares of the Company's Class A Common Stock, par value $0.0001 (the " Class A Common Stock "). The Senior Convertible Notes provide that, at all times after a SPAC Transaction (as defined in the Senior Convertible Notes), the conversion price for any such conversion is approximately $4.35 per share, subject to adjustment as set forth therein. On September 5, 2024, the Company entered into a Side Letter to the Loan Agreement whereby the Company agreed to enter into definitive transaction documents with CP BF and the Guarantors, where by each agreed that substantially all of the outstanding obligations of the Company and Guarantors with regard to the Loan Agreement shall be consolidated and evidenced by a single convertible note (the " Convertible Note "), and that, absent an event of default, the Convertible Note shall accrue interest at a rate of 15.5%, which interest shall be paid in kind monthly (collectively, the " Rate Reduction "). In exchange for agreeing to the Rate Reduction,

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