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

TL;DR

Banzai Intl (BNZI) filed an 8-K on Jan 23, 2025, covering material agreements, equity sales, and financials.

AI Summary

On January 23, 2025, 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 Regulation FD disclosures. The filing also contains financial statements and exhibits, providing a comprehensive update on the company's recent activities and financial status.

Why It Matters

This 8-K filing provides crucial updates on Banzai International's material agreements and equity transactions, offering insights into the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity securities, which can indicate significant corporate actions and potential dilution.

Key Numbers

• 0.0001 — Par Value (Par value per share of Class Common Stock)
• 575.00 — Exercise Price (Exercise price for redeemable warrants)

Key Players & Entities

• Banzai International, Inc. (company) — Registrant
• January 23, 2025 (date) — Date of earliest event reported
• 7GC & Co. Holdings Inc. (company) — Former company name
• 001-39826 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Capital M
• $575.00 B — A common stock at an exercise price of $575.00 BNZIW The Nasdaq Capital Market Indic
• $35,050,000 — ment) shall be a total of approximately $35,050,000, payable in cash and in shares of Class
• $33,200,000 — Employees that equal to the quotient of $33,200,000 divided by the average of the daily vol
• $0.001 — Warrant shall have an exercise price of $0.001 per each share of Class A Common Stock
• $2,000,000 — A Common Stock equal to the quotient of $2,000,000 divided by the Banzai's 5-Day VWAP, as

Filing Documents

• form8-k.htm (8-K) — 63KB
• ex2-1.htm (EX-2.1) — 617KB
• ex10-1.htm (EX-10.1) — 255KB
• ex10-2.htm (EX-10.2) — 126KB
• ex10-3.htm (EX-10.3) — 68KB
• ex10-4.htm (EX-10.4) — 56KB
• ex10-5.htm (EX-10.5) — 159KB
• ex99-1.htm (EX-99.1) — 20KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• 0001493152-25-003319.txt ( ) — 1864KB
• bnzi-20250123.xsd (EX-101.SCH) — 4KB
• bnzi-20250123_def.xml (EX-101.DEF) — 30KB
• bnzi-20250123_lab.xml (EX-101.LAB) — 36KB
• bnzi-20250123_pre.xml (EX-101.PRE) — 27KB
• form8-k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement Agreement and Plan of Merger On January 22, 2025, Banzai International, Inc. (" Banzai " or the " Company "), a Delaware corporation, entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Act-On Software Inc., a Delaware corporation (" Act-On "), and Banzai Passage 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 (the " Merger "). Pursuant to the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon closing of the Merger (the " Closing "), Act-On will merge with and into Merger Sub, with Act-On surviving the Merger (the " Surviving Entity "), thereafter being a direct, 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. Merger Consideration and conditions of the Merger Agreement, at the effective time of the Merger (the " Effective Time "), the aggregate merger consideration to be issued to Act-On Stockholders and certain Management Employees (as defined in the Merger Agreement) shall be a total of approximately $35,050,000, payable in cash and in shares of Class A common stock of Banzai, par value $0.0001 per share (the " Class A Common Stock ") subject to adjustment as set forth in the Merger Agreement (the " Merger Consideration "). The adjustments to the Merger Consideration in the Merger Agreement include a customary working capital adjustment based on the amount by which certain working capital items at Closing are greater or less than the target working capital as defined in the Merger Agreement. In addition to the Merger Consideration, at the Effective Time, Banzai will fully pay off a certain loan owed to a

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities sold as part of the Merger were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Regulation D thereunder. Each of the Investors represented that it was an "accredited investor," as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities have not been registered under the Securities Act and such Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or any other securities of Banzai.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On January 23, 2025, Banzai and Act-On issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. This information (including Exhibit 99.1) is being furnished under Item 7.01 hereof and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

Forward Looking Statements Certain statements contained in this filing may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the transaction and the ability to consummate the merger. These forward-looking statements generally include "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and Banzai undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors (1) conditions to the closing of the transaction may not be satisfied; (2) the transaction may involve unexpected costs, liabilities or delays; and (3) Banzai and Act-On may be adversely affected by other economic, business, and/or competitive factors. Additional factors that may affect the future results of Banzai are set forth in its filings with the SEC, including Banzai's most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC's website at www.sec.gov, specifically under the heading "Risk Factors." The risks and uncertainties described above and in Banzai's filings with the SEC are not exclusive. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place und

01 Exhibits

Item 9.01 Exhibits (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated January 22, 2025, by and between Banzai International, Inc. and Act-On Software, Inc. 10.1 Form of Subscription Booklet 10.2 Form of Pre-Funded Warrant 10.3 Voting and Support Agreement, dated January 22, 2025, by and between Banzai International, Inc. and Joseph Davy 10.4 Form of Share Consideration Escrow Agreement 10.5 Form of Registration Rights Agreement 99.1 Press Release dated January 23, 2025, issued by Banzai International, Inc. and Act-On Software, Inc. 104 Cover Page Interactive Data File, formatted in Inline XBRL * Exhibits and Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 23, 2025 BANZAI INTERNATIONAL, INC. By: /s/ Joseph Davy Joseph Davy Chief Executive Officer

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View this 8-K filing on SEC EDGAR