Banzai International Files 8-K: Agreements, Debt, and Equity Sales

TL;DR

Banzai International (BNZI) dropped an 8-K: new deals, debt, and sold some stock. Watch closely.

AI Summary

On September 25, 2024, Banzai International, Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The company, formerly known as 7GC & Co. Holdings Inc., is based in Bainbridge Island, WA.

Why It Matters

This filing indicates potential new financial commitments and equity dilution for Banzai International, Inc., which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, all of which carry inherent risks.

Key Numbers

• 11.50 — Warrant Exercise Price (This is the price at which redeemable warrants can be exercised for shares.)

Key Players & Entities

• Banzai International, Inc. (company) — Filer of the 8-K report
• 7GC & Co. Holdings Inc. (company) — Former name of Banzai International, Inc.
• September 25, 2024 (date) — Date of the earliest event reported
• 11.50 (dollar_amount) — Exercise price for redeemable warrants

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
• $52,244.91 — for the cancellation of an aggregate of $52,244.91 of debt. Amended and Restated Repayme
• $115,000.00 — services previously rendered valued at $115,000.00 (the " Outstanding Debt "), the Company
• $0 — ment is declared effective is less than $0.0791, the Company will issue additional
• $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
• $10,758,774.75 — 2024, the Company owed an aggregate of $10,758,774.75 under the Senior Convertible Notes paya
• $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 260,849 shares
• $4.02 — ercised at an initial exercise price of $4.02 per share, subject to adjustment for a
• $10,758,774 — ough the Note has 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

Filing Documents

• form8-k.htm (8-K) — 107KB
• ex4-1.htm (EX-4.1) — 112KB
• ex10-1.htm (EX-10.1) — 39KB
• ex10-2.htm (EX-10.2) — 79KB
• ex10-4.htm (EX-10.4) — 522KB
• ex10-6.htm (EX-10.6) — 12KB
• ex10-7.htm (EX-10.7) — 42KB
• ex10-8.htm (EX-10.8) — 38KB
• ex10-9.htm (EX-10.9) — 115KB
• ex10-11.htm (EX-10.11) — 24KB
• ex10-12.htm (EX-10.12) — 30KB
• ex10-13.htm (EX-10.13) — 26KB
• ex10-14.htm (EX-10.14) — 27KB
• ex10-15.htm (EX-10.15) — 37KB
• ex10-16.htm (EX-10.16) — 566KB
• ex10-17.htm (EX-10.17) — 580KB
• ex10-18.htm (EX-10.18) — 41KB
• ex10-19.htm (EX-10.19) — 62KB
• ex10-20.htm (EX-10.20) — 67KB
• ex10-21.htm (EX-10.21) — 33KB
• ex10-22.htm (EX-10.22) — 76KB
• ex10-23.htm (EX-10.23) — 75KB
• ex10-24.htm (EX-10.24) — 70KB
• ex10-25.htm (EX-10.25) — 37KB
• ex10-26.htm (EX-10.26) — 76KB
• ex10-27.htm (EX-10.27) — 72KB
• ex99-1.htm (EX-99.1) — 15KB
• ex10-2_001.jpg (GRAPHIC) — 3KB
• ex10-2_002.jpg (GRAPHIC) — 2KB
• ex10-13_001.jpg (GRAPHIC) — 15KB
• ex10-13_002.jpg (GRAPHIC) — 23KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-038146.txt ( ) — 3844KB
• bnzi-20240925.xsd (EX-101.SCH) — 4KB
• bnzi-20240925_def.xml (EX-101.DEF) — 30KB
• bnzi-20240925_lab.xml (EX-101.LAB) — 36KB
• bnzi-20240925_pre.xml (EX-101.PRE) — 27KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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) (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 Enter into a Materially Definitive Agreement. Debt Equitization & Repayment Plan From August 23, 2024 to September 23, 2024 the Company entered into various agreements to reorganize outstanding debt from certain creditors (collectively, the " Creditors ") into shares of the Company's Class A Common Stock (the " Shares ") (collectively, the " Debt Reorganization "). The Shares issued as part of the Debt Reorganization are a mix of Shares that are to be registered with the Securities and Exchange Commission (the " SEC ") in a registration statement on Form S-1 and Shares that are exempt from registration. As of September 24, the Company has issued an aggregate of 71,704 Shares to the Creditors in exchange for the cancellation of an aggregate of $52,244.91 of debt. Amended and Restated Repayment Agreement with J.V.B Financial Group, LLC On September 9, 2024, the Company entered into a Repayment Agreement (the " Original J.V.B Agreement ") with J.V.B Financial Group, LLC (" J.V.B ") acting through Cohen & Company Capital Markets Division (" Cohen "), pursuant to which the parties agreed that for services previously rendered valued at $115,000.00 (the " Outstanding Debt "), the Company shall issue J.V.B. unrestricted, freely-trading, registered shares of Common Stock pursuant to a resale registration statement on Form S-1 or S-3. On September 9, 2024, the Company and J.V.B. entered into an Amended and Restated Repayment Agreement (the " Amended J.V.B Agreement ") that allowed for the Outstanding Debt to be paid through the issuance of 29,077 Shares to J.V.B. Under the Amended J.V.B. Agreement, the Company agreed to file a Registration Statement on Form S-1 with the SEC for the public resale of the Shares. The Company shall use reasonable best efforts to cause the Registration Statement (the " Resale Registration Statement ") to be filed within 90 days after the signing of the Amended J.V.B. Agreement. If the minimum price, as defined in the Amended J.V.B. Agreement, on the date the Resale Registration Statement is declared effective is less than $0.0791, the Company will issue additional Shares to J.V.B within one business day to ensure the total value of the Shares is equal the debt owed. CP BF Lending, LLC 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

View Full Filing

View this 8-K filing on SEC EDGAR