Banzai International, Inc. Files 8-K with Material Agreement

TL;DR

Banzai Int'l (BNZI) filed an 8-K on 12/19/24 detailing a material agreement and equity sales.

AI Summary

On December 19, 2024, Banzai International, Inc. entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided financial statements and exhibits. This filing follows a name change from 7GC & Co. Holdings Inc. on September 24, 2020.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and stock performance.

Risk Assessment

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

Key Players & Entities

• Banzai International, Inc. (company) — Registrant
• 7GC & Co. Holdings Inc. (company) — Former company name
• December 19, 2024 (date) — Date of earliest event reported
• September 24, 2020 (date) — Date of name change

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
• $5,500,000 — Shareholders shall be a an aggregate of $5,500,000 in cash (the "Cash Consideration"), sub
• $1,500,000 — e Acquisition Agreement) and a total of $1,500,000 worth of shares of Banzai Class A Commo

Filing Documents

• form8-k.htm (8-K) — 73KB
• ex2-1.htm (EX-2.1) — 565KB
• ex10-1.htm (EX-10.1) — 42KB
• ex10-2.htm (EX-10.2) — 112KB
• ex10-3.htm (EX-10.3) — 82KB
• ex99-1.htm (EX-99.1) — 24KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• 0001493152-24-050891.txt ( ) — 1299KB
• bnzi-20241219.xsd (EX-101.SCH) — 4KB
• bnzi-20241219_def.xml (EX-101.DEF) — 30KB
• bnzi-20241219_lab.xml (EX-101.LAB) — 36KB
• bnzi-20241219_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 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) (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 Acquisition Agreement On December 19, 2024, Banzai International, Inc., a Delaware corporation ("Banzai" or the "Company"), entered into an Acquisition Agreement (the "Acquisition Agreement") with Vidello Limited, a private limited company registered in England and Wales ( "Vidello"), and those shareholders of Vidello set forth on the signature pages to the Acquisition Agreement as a "Company Shareholder" (collectively, the "Vidello Shareholders"). Pursuant to the Acquisition Agreement, Agreement (the "Closing"), Vidello will become a wholly owned subsidiary of the Company (the "Acquisition"). Closing Consideration the aggregate closing consideration to be issued by Banzai to the Vidello Shareholders shall be a an aggregate of $5,500,000 in cash (the "Cash Consideration"), subject to the Holdback Amount (as defined in the Acquisition Agreement) and a total of $1,500,000 worth of shares of Banzai Class A Common Stock, par value US$0.0001 per share (the "Banzai Class A Common Stock"), and/or pre-funded warrants to purchase Banzai Class A Common Stock in lieu thereof (the "Share Consideration" and the "Pre-Funded Warrants", respectively) substantially in the form attached hereto as Exhibit10.2 . For purposes of the Acquisition Agreement, the Share Consideration means the shares of Banzai Class A Comon Stock in a number equal to the quotient of $1,500,000 divided by the average of the daily volume-weighted average trading prices of Banzai Class A Common Stock for the consecutive five (5) trading days" immediately prior to and including the trading day immediately preceding the Closing date. To the extent that any Vidello Sharholders' receipt of shares of Banzai Class A Common Stock as Share Consideration would result in such Vidello Shareholder, together with its affiliates, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder) more than 19.99% of the total number of shares of Banzai Class A Common Stock and shares of Class B common stock, par value US$0.0001 per share, of Banzai ("Banzai Class B Common Stock") issued and outstanding immediately prior to the Closing (the "Beneficial Ownership Limitation"), Banzai will issue to such Vidello Shareholder, the Share Consideration comprised of (i) such number of shares of Banzai Class A Common Stock as may be issued without causing such Vidello Shareholder to exceed the Beneficial Ownership Limitation and (ii) Pre-Funded Warrants exercisable for the number of shares of Banzai Class A Common Stock that could not be issued to such Vidello Shareholder due to the Beneficial The shares of Banzai Class A Comm

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View this 8-K filing on SEC EDGAR