Banzai Registers 2.07M Shares for Resale Amidst Convertible Note Offerings

TL;DR

**BNZIW is setting up for significant dilution from convertible note conversions, and investors should brace for potential downward pressure on share price as millions of shares hit the market without the company receiving any cash.**

AI Summary

Banzai International, Inc. (BNZIW), a SaaS MarTech company, filed an S-1 on December 9, 2025, to register 2,076,842 shares of Class A Common Stock for resale by selling securityholders. These shares are issuable upon conversion of a convertible promissory note (the "2024 CP BF Convertible Note") held by CP BF Lending, LLC. The company will not receive any proceeds from these sales. Banzai recently appointed Dean Ditto as CFO on July 2, 2025, and executed a 1-for-10 reverse stock split on July 8, 2025, reducing Class A outstanding shares from 22,710,739 to approximately 2,271,074. Furthermore, Banzai completed a senior secured convertible note offering in three tranches: $2,200,000 on June 30, 2025, $2,200,000 on August 19, 2025, and $2,500,000 on October 8, 2025, totaling $6,900,000 in principal. These notes, issued with a 10.0% original issue discount and accruing 10.0% interest, have a conversion price adjusted to $2.50 per share as of September 2025, with a floor of $1.10. The company also issued warrants to purchase 553,208 shares of Common Stock at an exercise price of $2.50.

Why It Matters

This S-1 filing signals potential dilution for existing BNZIW shareholders as 2,076,842 shares underlying convertible notes become eligible for resale, with the company receiving no proceeds. The recent 1-for-10 reverse stock split on July 8, 2025, aimed to boost per-share price, but the ongoing convertible note offerings, totaling $6,900,000 with a conversion price of $2.50, introduce further conversion risk. Investors should monitor the market impact of these potential sales, especially given the competitive MarTech landscape where Banzai competes with established players like ActiveCampaign and Thinkific. The company's strategy of acquiring companies like OpenReel and Vidello, Ltd. and cross-selling to its 4,590+ customers across 90 countries, will need to generate substantial growth to offset dilution.

Risk Assessment

Risk Level: high — The filing explicitly states, "Sales of a substantial number of shares of Class A Common Stock in the public market... could reduce the market price of the Class A Common Stock." Specifically, 2,076,842 shares are being registered for resale by selling securityholders, and the company will not receive any proceeds from these sales. Additionally, the recent senior secured convertible notes totaling $6,900,000 are convertible into Class A Common Stock at an adjusted price of $2.50, with a floor of $1.10, indicating further potential dilution.

Analyst Insight

Investors should exercise extreme caution and consider the significant dilution risk posed by the 2,076,842 shares registered for resale and the additional shares from the $6,900,000 in convertible notes. Monitor trading volume and price action closely for signs of selling pressure from these securityholders. New investors should likely avoid BNZIW until the market absorbs this potential supply.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

$6,900,000

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Executive Compensation

Key Numbers

• 2,076,842 — Shares of Class A Common Stock (Issuable upon conversion of convertible notes and registered for resale by selling securityholders)
• $0.0001 — Par value per share (Unchanged after the 1-for-10 reverse stock split on July 8, 2025)
• 2,271,074 — Outstanding Class A Common Stock (Approximately, after 1-for-10 reverse stock split from 22,710,739 shares)
• $11,000,000 — Aggregate principal amount of June Notes (Total potential senior secured convertible notes in the June Offering)
• $2,200,000 — Initial June Note principal (Purchased by institutional investor on June 30, 2025)
• $2,200,000 — August Note principal (Issued on August 19, 2025, in Second Closing)
• $2,500,000 — October Note principal (Issued on October 8, 2025, in Third Closing)
• $2.50 — Adjusted conversion price (For June, August, and October Notes as of September 2025, with a $1.10 floor)
• 553,208 — Shares underlying Buyer Warrants (Exercisable at $2.50 per share, with a three-year term)
• 10.0% — Original Issue Discount (OID) and Interest Rate (Applied to the senior secured convertible notes)

Key Players & Entities

• Banzai International, Inc. (company) — Registrant and SaaS MarTech company
• CP BF Lending, LLC (company) — Selling securityholder of the 2024 CP BF Convertible Note
• Dean Ditto (person) — Chief Financial Officer appointed July 2, 2025
• Alvin Yip (person) — Interim Chief Financial Officer replaced by Dean Ditto
• Rodman & Renshaw LLC (company) — Exclusive financial advisor for the June Offering
• OpenReel (company) — Company acquired by Banzai between Q4 2024 and Q1 2025
• Vidello, Ltd. (company) — Company acquired by Banzai between Q4 2024 and Q1 2025
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• Joseph Davy (person) — Agent for Service for Banzai International, Inc.
• Hunter Taubman Fischer & Li LLC (company) — Legal counsel for Banzai International, Inc.

FAQ

Risk Factors

• Convertible Note Indebtedness [high — financial]: The company has issued significant convertible notes totaling $6.9 million with a 10.0% OID and 10.0% interest rate. These notes are convertible at $2.50 per share (with a $1.10 floor), creating potential dilution and significant future debt obligations.
• Dilution from Convertible Notes and Warrants [high — financial]: The conversion of the $6.9 million in convertible notes and the exercise of 553,208 warrants at $2.50 per share will result in substantial dilution to existing shareholders. The S-1 registers 2,076,842 shares for resale by a selling securityholder, indicating immediate conversion pressure.
• Dependence on Key Personnel [medium — operational]: The recent appointment of a new CFO, Dean Ditto, on July 2, 2025, suggests potential leadership transition and reliance on new management to execute the company's strategy. The S-1 does not provide details on other key management or their tenure.
• Reverse Stock Split Impact [medium — financial]: The 1-for-10 reverse stock split on July 8, 2025, reduced outstanding Class A shares from 22,710,739 to approximately 2,271,074. While intended to increase share price, it can signal underlying financial distress and may not address fundamental business issues.
• SaaS MarTech Competition [medium — market]: Banzai operates in the competitive SaaS MarTech space. The S-1 does not detail specific competitive advantages or market share, making it difficult to assess its position against established players and emerging technologies.
• Uncertainty of Future Funding [high — financial]: While the company has raised capital through convertible notes, the S-1 does not provide a clear path to profitability or sustainable revenue generation. Future funding needs and the ability to secure them remain a significant risk.

Industry Context

Banzai International operates within the Software as a Service (SaaS) Marketing Technology (MarTech) sector. This industry is characterized by rapid innovation, intense competition from established players and agile startups, and a growing demand for data-driven marketing solutions. Companies in this space often focus on customer acquisition, engagement, and retention through various digital channels.

Regulatory Implications

The S-1 filing itself is a significant regulatory event, requiring Banzai to disclose detailed financial and operational information to the SEC. The registration of shares for resale by a selling securityholder also falls under SEC regulations, ensuring transparency for potential investors in the secondary market.

What Investors Should Do

1. Scrutinize the terms of the convertible notes and warrants.
2. Assess the company's operational runway and path to profitability.
3. Evaluate the impact of the recent reverse stock split.
4. Monitor the new CFO's performance and strategic direction.
5. Research the competitive landscape in the SaaS MarTech sector.

Key Dates

• 2025-07-02: Appointment of Dean Ditto as CFO — Indicates a recent change in financial leadership, potentially impacting strategic financial decisions.
• 2025-07-08: 1-for-10 Reverse Stock Split — Reduced outstanding shares significantly, likely to boost per-share price but may signal underlying financial issues.
• 2025-06-30: First Tranche of Senior Secured Convertible Note Offering — Initial $2,200,000 raised, marking the start of significant debt financing.
• 2025-08-19: Second Tranche of Senior Secured Convertible Note Offering — An additional $2,200,000 raised, continuing the debt financing strategy.
• 2025-10-08: Third Tranche of Senior Secured Convertible Note Offering — A further $2,500,000 raised, bringing the total convertible note principal to $6,900,000.
• 2025-12-09: S-1 Filing for Resale of Shares — Registers 2,076,842 shares for resale by a selling securityholder, indicating immediate conversion and potential dilution.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. (This document provides detailed information about Banzai's business, financial condition, and risks before its shares can be traded publicly or resold.)

Convertible Promissory Note

A debt instrument that can be converted into a predetermined amount of equity (stock) in the issuing company. (CP BF Lending, LLC holds a note convertible into 2,076,842 shares of Class A Common Stock, which are being registered for resale.)

Selling Securityholder

An entity or individual who owns securities and intends to sell them in the public market. (CP BF Lending, LLC is the selling securityholder in this S-1 filing, aiming to resell shares obtained from a convertible note.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them. (Banzai executed a 1-for-10 reverse stock split on July 8, 2025, significantly reducing its share count.)

Original Issue Discount (OID)

The difference between the face value of a debt instrument and the lower price at which it is issued. (The senior secured convertible notes were issued with a 10.0% OID, meaning the company received less than the face value upfront.)

Conversion Price

The price per share at which a convertible security (like a note or bond) can be converted into stock. (The notes have an adjusted conversion price of $2.50 per share, with a floor of $1.10, determining the number of shares issued upon conversion.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase stock at a specified price within a certain timeframe. (Banzai issued warrants to purchase 553,208 shares at $2.50, representing potential future dilution.)

SaaS MarTech

Software as a Service (SaaS) solutions for Marketing Technology, used by businesses to manage and automate marketing activities. (This is the industry in which Banzai International, Inc. operates.)

Year-Over-Year Comparison

As this is an S-1 filing for resale of shares, a direct year-over-year comparison of key financial metrics like revenue, net income, and margins is not possible from the provided context. The filing primarily details recent financing activities, including the issuance of $6.9 million in convertible notes and a 1-for-10 reverse stock split, indicating significant financial restructuring and potential dilution rather than organic growth trends.

Key Financial Figures

• $0.0001 — of our Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"),
• $11,000,000 — aggregate original principal amount of $11,000,000 (the "June Notes") which Notes shall be
• $0 — mpany's Class A common stock, par value $0.0001, of the Company (the "Common Stock
• $2,200,000 — aggregate original principal amount of $2,200,000 and (ii) a warrant to initially acquire
• $3.4891 — th an initial conversion price equal to $3.4891 per share and issuance date of August 1
• $2.50 — rice and exercise price was adjusted to $2.50. On October 8, 2025, the parties held
• $2,500,000 — ote in the original principal amount of $2,500,000, with an initial conversion price equal
• $1.10 — he Notes is subject to a floor price of $1.10. The Notes mature 12 months from the d
• $1.725 m — ny from the Offering were approximately $1.725 million, after deducting financial adviso
• $75,000 — a non-accountable expense allowance of $75,000. In addition, the Company issued to Rod
• $3.13 — n Stock at exercise prices ranging from $3.13 to $3.49 per share, which represents 12
• $3.49 — t exercise prices ranging from $3.13 to $3.49 per share, which represents 125% of the
• $8.2 million — Prospectus Supplement is approximately $8.2 million as of December 5, 2025, which is based
• $3.1 million — we raised net proceeds of approximately $3.1 million and issued approximately 1,418,815 shar
• $100 million — rkville has committed to purchase up to $100 million of Common Stock, subject to certain lim

Filing Documents

• forms-1.htm (S-1) — 8263KB
• ex5-1.htm (EX-5.1) — 19KB
• ex23-1.htm (EX-23.1) — 3KB
• ex23-2.htm (EX-23.2) — 3KB
• ex23-3.htm (EX-23.3) — 5KB
• ex107.htm (EX-FILING FEES) — 31KB
• forms-1_001.jpg (GRAPHIC) — 13KB
• audit_001.jpg (GRAPHIC) — 15KB
• audit_002.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 17KB
• ex23-3_001.jpg (GRAPHIC) — 20KB
• 0001493152-25-026856.txt ( ) — 33466KB
• bnzi-20250930.xsd (EX-101.SCH) — 202KB
• bnzi-20250930_cal.xml (EX-101.CAL) — 138KB
• bnzi-20250930_def.xml (EX-101.DEF) — 1033KB
• bnzi-20250930_lab.xml (EX-101.LAB) — 1229KB
• bnzi-20250930_pre.xml (EX-101.PRE) — 1125KB
• forms-1_htm.xml (XML) — 5644KB
• ex107_htm.xml (XML) — 5KB

USE OF PROCEEDS

USE OF PROCEEDS 41 MARKET INFORMATION FOR CLASS A COMMON STOCK AND DIVIDEND POLICY 42

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 43

BUSINESS

BUSINESS 78 MANAGEMENT 86 EXECUTIVE AND DIRECTOR COMPENSATION 93 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 97 PRINCIPAL SECURITYHOLDERS 101 SELLING SECURITYHOLDER 103 PLAN OF DISTRIBUTION 104

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 107 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 121 LEGAL MATTERS 127 EXPERTS 127 WHERE YOU CAN FIND MORE INFORMATION 127 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in or incorporated by reference in this prospectus or in any free writing prospectus that we may provide to you in connection with this offering. We have not authorized anyone to provide you with information different from, or in addition to, that contained in or incorporated by reference in this prospectus or any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We can provide no assurance as to the reliability of any other information that others may give you. We are not making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus, and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of such free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. i ABOUT THIS PROSPECTUS We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We do not take responsibility for, or provide any assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the reg

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View this S-1 filing on SEC EDGAR