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

TL;DR

Banzai International (BNZI) filed an 8-K detailing new deals, debt, and stock sales.

AI Summary

On September 17, 2025, Banzai International, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The company was formerly known as 7GC & Co. Holdings Inc. before changing its name on September 24, 2020.

Why It Matters

This filing indicates significant corporate actions, including new financial commitments and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and creation of financial obligations, which can introduce financial and regulatory risks.

Key Numbers

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

Key Players & Entities

• Banzai International, Inc. (company) — Registrant
• 7GC & Co. Holdings Inc. (company) — Former Company Name
• September 17, 2025 (date) — Date of Report
• September 24, 2020 (date) — Date of Name Change
• 11.50 (dollar_amount) — Warrant Exercise Price

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
• $2,000,000 — he " Investor ") in principal amount of $2,000,000 (the " Original Principal Amount ") to
• $890,000 — or (the " SEPA "). The Company received $890,000 from the Investor on that same date ("A
• $1,000,000 — remaining Original Principal Amount, or $1,000,000, less a discount equal to 10% of the Or
• $500,000 — te in an amount equal to the sum of (i) $500,000 of principal (or the outstanding Princi
• $2.50 — mmon Stock "), at a conversion price of $2.50 per share (the " Conversion Price "). T

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex10-1.htm (EX-10.1) — 159KB
• 0001493152-25-013900.txt ( ) — 453KB
• bnzi-20250917.xsd (EX-101.SCH) — 4KB
• bnzi-20250917_def.xml (EX-101.DEF) — 26KB
• bnzi-20250917_lab.xml (EX-101.LAB) — 36KB
• bnzi-20250917_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): September 17, 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 On September 16, 2025, Banzai International, Inc. (" Banzai " or the " Company ") entered into a Convertible Promissory Note (the " Note ") with YA II PN, LTD., a Cayman Islands exempt limited company (the " Investor ") in principal amount of $2,000,000 (the " Original Principal Amount ") to the Company, to be used as an advance under the outstanding Standby Equity Purchase Agreement entered into on December 14, 2023 by the Company and the Investor (the " SEPA "). The Company received $890,000 from the Investor on that same date ("Advance #1), which reflects 50% of the Original Principal Amount, 10% discount and certain fees owed at such time. Upon the effectiveness of the registration statement on Form S-1, originally filed with the SEC on September 12, 2025 (File No. 333-290241) and the delivery of a closing statement, the Investor shall remit an amount equal to 50% of the remaining Original Principal Amount, or $1,000,000, less a discount equal to 10% of the Original Principal Amount, netted from the purchase price due and structured as a purchase discount ("Advance #2"). The Note was issued on September 16, 2025 (the " Issuance Date ") and the maturity date of the Note is March 16, 2026, but may be extended at the option of the Company (the " Maturity Date "). Beginning on the 30 th day from the Issuance Date, and continuing on the same day of each successive calendar month thereafter, (each, an " Installment Date "), the Company shall repay a portion of the outstanding balance of the Note in an amount equal to the sum of (i) $500,000 of principal (or the outstanding Principal if less than such amount), plus (ii) a payment premium in an amount equal to 4% of the Principal amount being paid (the " Payment Premium "), and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively, the " Installment Amount "). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The Note bears an interest annual rate of 6%, which shall increase to 18% upon the occurrence of an Event of Default, as defined in the Note. The Note is convertible into shares of the Company's Class A common stock, par value $0.0001 per share (the " Class A Common Stock "), at a conversion price of $2.50 per share (the " Conversion Price "). The Investor may elect to convert part or all of the outstanding balance of the Note at any time or from time to time after the Issuance Date. The Company maintains the right to redeem all or any part of the Note, at any time, provided that (i) the Company provides the Investor with at least 10 trading days' prior written notice (each, a " Redemption Notice "

View Full Filing

View this 8-K filing on SEC EDGAR