Banzai International Files 8-K with Key Agreements and Disclosures

TL;DR

Banzai Intl (BNZI) filed an 8-K on 12/10/24 covering material agreements, equity sales, and FD disclosures.

AI Summary

On December 10, 2024, Banzai International, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and a Regulation FD disclosure. The filing also includes financial statements and exhibits, providing a comprehensive update on the company's recent activities.

Why It Matters

This 8-K filing signals significant corporate actions by Banzai International, Inc., potentially impacting its financial structure and regulatory standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Banzai International, Inc. (company) — Registrant
• 7GC & Co. Holdings Inc. (company) — Former company name
• December 10, 2024 (date) — Date of report

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
• $19,600,000 — lieu thereof, equal to the quotient of $19,600,000 divided by the Conversion Price (the "M
• $1.50 — shall the Conversion Price be less than $1.50 or more than $2.25. To the extent tha
• $2.25 — n Price be less than $1.50 or more than $2.25. To the extent that any OpenReel Stoc

Filing Documents

• form8-k.htm (8-K) — 76KB
• ex2-1.htm (EX-2.1) — 571KB
• ex3-1.htm (EX-3.1) — 80KB
• ex10-1.htm (EX-10.1) — 184KB
• ex10-2.htm (EX-10.2) — 123KB
• ex10-3.htm (EX-10.3) — 83KB
• ex99-1.htm (EX-99.1) — 14KB
• ex99-1_001.jpg (GRAPHIC) — 12KB
• 0001493152-24-049374.txt ( ) — 1578KB
• bnzi-20241210.xsd (EX-101.SCH) — 4KB
• bnzi-20241210_def.xml (EX-101.DEF) — 30KB
• bnzi-20241210_lab.xml (EX-101.LAB) — 36KB
• bnzi-20241210_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): 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) (Commission File Number) (I.R.S. Employer Identification No.) 435 Ericksen Ave , Suite 250 Bainbridge Island , Washington 98110 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (206) 414-1777 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Capital Market Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 BNZIW The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement Agreement and Plan of Merger On December 10, 2024, Banzai International, Inc., a Delaware corporation ("Banzai" or 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"), that was formed solely for purposes of consummating the transactions contemplated in the Merger Agreement. 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. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. Registration Rights Agreement Upon the consummation of the Merger (the "Closing"), Banzai shall execute and deliver to the OpenReel Stockholders a registration rights agreement (the "Registration Rights Agreement"), pursuant to which, among other things, Banzai will agree to register for resale following the Closing, on an applicable registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the shares of Banzai Class A Common Stock, par value US$0.0001 per share (the "Banzai Class A Common Stock"), to be issued to the OpenReel Stockholders pursuant to the Merger Agreement and the shares of Banzai Class A Common Stock issuable upon exercise of the pre-funded warrants (the "Pre-Funded Warrants") to be issued to the OpenReel Stockholders pursuant to the Merger Agreement. A copy of the form of Registration Rights Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference. The above description of the Registration Rights Agreement is qualified in its entirety by reference to such exhibit. Series FE Preferred Stock Additionally, in order to provide certain protective and preemptive rights to one of the OpenReel Stockholders, FE IV OR Aggregator, LLC, Banzai has agreed to issue upon the Closing one share of Series FE Preferred Stock, par value US$0.0001 per share (the "Series FE Preferred Stock"), to such stockholder. A copy of the form of Certificate of Designation setting forth the terms of the Series FE Preferred Stock is filed herewith as Exhibit 3.1 and incorporated herein by reference. The above description of the Series FE Preferred Stock is qualified in its entirety by refere

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