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

TL;DR

Banzai International (BNZI) filed an 8-K on 12/17/25 covering material agreements, financial obligations, and equity sales.

AI Summary

On December 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 also noted amendments to its articles of incorporation or bylaws and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Banzai International, including new financial commitments and equity transactions, which could impact its financial structure and shareholder base.

Risk Assessment

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

Key Numbers

• 11.50 — Exercise Price (Redeemable warrants exercisable for shares of Class Common Stock at this price.)

Key Players & Entities

• Banzai International, Inc. (company) — Filer of the 8-K report
• 0001493152-25-028196 (document_id) — Accession number for the filing
• 20251217 (date) — Date of the earliest event reported
• 7GC & Co. Holdings Inc. (company) — Former company name of Banzai International, Inc.
• 001-39826 (company_id) — SEC file number for Banzai International, Inc.

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
• $284,000 — Stock "), having an aggregate value of $284,000 (the " Note Exchange Amount "), valued
• $1.22 — he " Note Exchange Amount "), valued at $1.22 per share, in exchange for a reduction
• $4,000,000 — ile in the original principal amount of $4,000,000 (the " Note "), with a balance of $1,49
• $1,495,375.00 — 0,000 (the " Note "), with a balance of $1,495,375.00 as of December 11, 2025 (the " Note Bal
• $628,057 — shall pay to Agile a forbearance fee of $628,057.50, in the form of an increase in the p
• $2,123,432.50 — o be increased from the Note Balance to $2,123,432.50 (the " New Note Balance "). If the Forb
• $10,000 — nd expenses, in an amount not to exceed $10,000. Upon an Event of Default, as defined

Filing Documents

• form8-k.htm (8-K) — 52KB
• ex3-1.htm (EX-3.1) — 181KB
• ex10-1.htm (EX-10.1) — 98KB
• ex10-2.htm (EX-10.2) — 93KB
• 0001493152-25-028196.txt ( ) — 714KB
• bnzi-20251217.xsd (EX-101.SCH) — 4KB
• bnzi-20251217_def.xml (EX-101.DEF) — 26KB
• bnzi-20251217_lab.xml (EX-101.LAB) — 36KB
• bnzi-20251217_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): December 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 December 16, 2025, Banzai International, Inc., a Delaware corporation (the " Company "), entered into that certain Exchange Agreement (the " Exchange Agreement "), dated as of December 15, 2025, (the " Effective Date "), by and among Agile Capital Funding, LLC, a New York limited liability company (" Collateral Agent ") and Agile Lending, LLC, a Virginia limited liability company (" Agile " or "Holder" ), on the one hand, and the Company, on the other hand (the " Exchange "). Pursuant to the Exchange Agreement, the Company shall exchange 232,786 shares (the " Exchange Shares ") of its Class A common stock, par value $0.0001 per share (the " Common Stock "), having an aggregate value of $284,000 (the " Note Exchange Amount "), valued at $1.22 per share, in exchange for a reduction in an equivalent amount to the Note Exchange Amount to that certain Subordinated Secured Promissory Note to Agile in the original principal amount of $4,000,000 (the " Note "), with a balance of $1,495,375.00 as of December 11, 2025 (the " Note Balance "). In connection with the Exchange, the Company also entered into that certain Forbearance Agreement (" Forbearance Agreement, " together with the Exchange Agreement, the " Transaction Documents "), dated as of December 15, 2025, by and among the Company, Agile and Collateral Agent, pursuant to which Agile has agreed to forbear from exercising its remedies with respect to certain events that would be considered Events of Default under the Note, and to temporarily modify certain terms of the related loan agreement (the " Forbearance "), as of the closing date of the Exchange and the earlier of (i) March 30, 2026, and (ii) the date of any Forbearance Default, as defined in the Forbearance Agreement (the " Forbearance Period "). As partial consideration for the Collateral Agent's and Agile's agreement for the Forbearance, the Company shall pay to Agile a forbearance fee of $628,057.50, in the form of an increase in the principal due under the Note (the " Forbearance Fee "). The Forbearance Fee will cause the outstanding principal under the Note to be increased from the Note Balance to $2,123,432.50 (the " New Note Balance "). If the Forbearance Agreement is terminated for any reason whatsoever, the principal due under the Note shall be the New Note Balance, and the Forbearance Fee shall be deemed earned by Agile and paid accordingly. The Company also agreed to pay all of Agile's reasonable costs and expenses, in an amount not to exceed $10,000. Upon an Event of Default, as defined in the Forbearance Agreement, among other things, the Forbearance Period shall immediately cease, and Agile may commence foreclosure proceedings with respect to the col

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