Banzai International to Hold Special Meeting for Stockholder Approval of Share Issuance

TL;DR

<b>Banzai International is convening a special meeting to seek stockholder approval for a significant share issuance to Yorkville Advisors Global, LP.</b>

AI Summary

Banzai International, Inc. (BNZIW) filed a Proxy Statement (DEF 14A) with the SEC on March 12, 2024. Banzai International, Inc. is holding a Special Meeting of Stockholders on March 25, 2024, at 11:30 a.m. ET. The meeting will be conducted virtually via live audio webcast at https://www.cstproxy.com/banzai/2024. The primary purpose is to approve the issuance of Class A common stock to Yorkville Advisors Global, LP under a Standby Equity Purchase Agreement (SEPA). This issuance may represent over 20% of the company's issued and outstanding Class A and Class B common stock. Stockholders will also vote on approving potential adjournments of the meeting if needed to solicit additional proxies.

Why It Matters

For investors and stakeholders tracking Banzai International, Inc., this filing contains several important signals. Approval is required by Nasdaq Listing Rules 5635(b) and 5635(d) for issuances that could exceed 20% of outstanding shares. The outcome of this vote directly impacts potential dilution and the company's capital structure, influencing future stock performance and investor sentiment.

Risk Assessment

Risk Level: medium — Banzai International, Inc. shows moderate risk based on this filing. The company is seeking approval for a share issuance that could exceed 20% of its outstanding stock, which carries a risk of significant dilution for existing shareholders if not managed carefully.

Analyst Insight

Stockholders should carefully review the terms of the Standby Equity Purchase Agreement and consider the potential dilutive effects before voting on Proposal 1.

Key Numbers

• 20% — Threshold for Share Issuance Approval (Shares issued may represent more than 20% of outstanding stock, requiring stockholder approval under Nasdaq rules.)
• March 25, 2024 — Special Meeting Date (Date scheduled for the Special Meeting of Stockholders.)
• 11:30 a.m. ET — Special Meeting Time (Time the Special Meeting will commence.)

Key Players & Entities

• Banzai International, Inc. (company) — Registrant and filer of the proxy statement.
• Yorkville Advisors Global, LP (company) — Recipient of the proposed share issuance.
• YA II PN, LTD (company) — Cayman Islands exempt limited partnership managed by Yorkville.
• Nasdaq (organization) — Stock exchange whose listing rules are relevant to the share issuance.
• March 25, 2024 (date) — Date of the Special Meeting of Stockholders.
• December 14, 2023 (date) — Original date of the Standby Equity Purchase Agreement.
• February 5, 2024 (date) — Date of the Supplemental Agreement amending the SEPA.

FAQ

Risk Factors

• Approval of Share Issuance Under Nasdaq Rules [medium — regulatory]: The company requires stockholder approval to issue shares that may exceed 20% of outstanding stock, as mandated by Nasdaq Listing Rules 5635(b) and 5635(d).

Key Dates

• 2024-03-25: Special Meeting of Stockholders — To vote on the approval of share issuance to Yorkville Advisors Global, LP and potential meeting adjournments.
• 2023-12-14: Standby Equity Purchase Agreement (SEPA) Execution — Initial agreement between Banzai International and Yorkville Advisors Global, LP.
• 2024-02-05: Supplemental Agreement to SEPA — Amendment to the original Standby Equity Purchase Agreement.

Key Financial Figures

• $0.0001 — ompanys Class A common stock, par value $0.0001 per share (the Class A Common Stock), t

Filing Documents

• d766316ddef14a.htm (DEF 14A) — 128KB
• g766316dsp2a.jpg (GRAPHIC) — 1KB
• g766316dsp2b.jpg (GRAPHIC) — 2KB
• g766316dsp2c.jpg (GRAPHIC) — 1KB
• g766316dsp2d.jpg (GRAPHIC) — 1KB
• g766316dsp2e.jpg (GRAPHIC) — 2KB
• g766316dsp2g.jpg (GRAPHIC) — 2KB
• g766316g00a03.jpg (GRAPHIC) — 24KB
• 0001193125-24-065854.txt (&nbsp;) — 177KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding the beneficial ownership of shares of our Class A Common Stock and Class B Common Stock as of March 8, 2024 for: each person known to us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock; each of our named executive officers; each of our directors; and all directors and named executive officers as a group. Beneficial ownership of our Common Stock is determined in accordance with the rules of the SEC and generally includes voting and investment power with respect to the securities. Except as otherwise provided by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock used to calculate the percentage ownership of each listed person includes the shares of Common Stock underlying options or warrants or convertible securities held by such persons that are currently exercisable or convertible within 60 days of March 8, 2024, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership as set forth below is based on our review of our record stockholders list and public ownership reports filed by certain stockholders of the Company and may not include certain securities held in brokerage accounts or beneficially owned by the stockholders described below. Percentage of beneficial ownership is based on 15,018,110 shares of Class A Common Stock and 2,311,134 shares of Class B Common Stock outstanding as of March 8, 2024. Name and Address of Beneficial Owner Number of Shares of Common Stock Beneficially Owned Percentage of Outstanding Common Stock % Directors and Named Executive Officers: Jack Leeney (1) 5,064,110 29.2 % Joseph Davy (2) 2,31

View Full Filing

View this DEF 14A filing on SEC EDGAR