Banzai International Files 8-K: Material Agreement & Exhibits

TL;DR

Banzai Intl (BNZI) filed an 8-K today for a material agreement. Details to follow.

AI Summary

On August 22, 2025, Banzai International, Inc. filed an 8-K report. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. The company, formerly known as 7GC & Co. Holdings Inc., is incorporated in Delaware and headquartered in Bainbridge Island, WA.

Why It Matters

This 8-K filing signals a significant development for Banzai International, Inc., potentially involving a new contract or partnership that could impact its business operations and financial future.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the lack of specific details in this initial filing warrants a medium risk assessment.

Key Numbers

• 001-39826 — Commission File Number (Identifies the company's SEC filings)
• 85-3118980 — I.R.S. Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Banzai International, Inc. (company) — Registrant
• 7GC & Co. Holdings Inc. (company) — Former company name
• August 22, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Bainbridge Island, WA (location) — Business address

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
• $11,000,000 — aggregate original principal amount of $11,000,000 which shall be convertible into shares
• $0 — into shares of common stock, par value $0.0001, of the Company (the " Common Stoc
• $2,200,000 — aggregate original principal amount of $2,200,000 (the " Initial Notes ") and (ii) a warr
• $3.4891 — th an initial conversion price equal to $3.4891 per share and issuance date of August 1
• $1.10 — nal Note is subject to a floor price of $1.10. In addition, if an Event of Default
• $183,333.33 — Date, the Company shall repay the Buyer $183,333.33 towards the principal balance of the No
• $1.762 m — m the Second Closing were approximately $1.762 million, after deducting financial adviso
• $4.36 — mon Stock at an exercise price equal to $4.36 per share , which represents 125% of th

Filing Documents

• form8-k.htm (8-K) — 66KB
• ex4-3.htm (EX-4.3) — 374KB
• ex4-4.htm (EX-4.4) — 213KB
• 0001493152-25-012268.txt ( ) — 996KB
• bnzi-20250822.xsd (EX-101.SCH) — 4KB
• bnzi-20250822_def.xml (EX-101.DEF) — 26KB
• bnzi-20250822_lab.xml (EX-101.LAB) — 36KB
• bnzi-20250822_pre.xml (EX-101.PRE) — 25KB
• 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): August 22, 2025 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. Banzai International, Inc. (the " Company ") previously reported that it entered into a securities purchase agreement (the " Purchase Agreement ") on June 27, 2025, with an institutional investor (the " Buyer ") for the issuance and sale in a private placement (the " Offering ") of senior secured convertible notes of the Company, of up to an aggregate original principal amount of $11,000,000 which shall be convertible into shares of common stock, par value $0.0001, of the Company (the " Common Stock ") (the shares of Common Stock issuable pursuant to the terms of the convertible notes, including, without limitation, upon conversion or otherwise, collectively, the " Conversion Shares "), in accordance with the terms of the Purchase Agreement. The Buyer purchased (i) an Initial Note in the aggregate original principal amount of $2,200,000 (the " Initial Notes ") and (ii) a warrant to initially acquire up to 671,243 shares of Common Stock (the " Initial Buyer Warrants ") (as exercised, collectively, the " Warrant Shares "). In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the " Letter Agreement ") with Rodman & Renshaw LLC as the exclusive financial advisor (the " Financial Advisor ") pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 212,121 shares of Common Stock (the " Financial Advisor Warrants ", together with the Buyer Warrants, the " Warrants "). The Offering closed on June 30, 2025 (the " Initial Closing Date " or " Initial Closing "). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement. On August 19, 2025, the parties held an Additional Closing pursuant to the terms of the Purchase Agreement (the " Second Closing "). The Company issued an Additional Note in the original principal amount of $2,200,000, with an initial conversion price equal to $3.4891 per share and issuance date of August 19, 2025 (the Additional Note and the Initial Note, are collectively referred to herein as the " Notes "), and Additional Warrants to purchase up to 126,107 shares of Common Stock, at an initial exercise price equal to $3.4891 per share (the "Additional Warrants and the Initial Buyer Warrants, are collectively referred to herein as the " Buyer Warrants "), in the Second Closing. The Additional Note matures on August 19, 2026. Other than the maturity date and the conversion and exercise price of the Additional Note and Additional Warrants, respectively, the Additional Note and Additional Warrants have the same terms as those issued on the Initial Closing Date. The Additional Note was issued w

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View this 8-K filing on SEC EDGAR