SC 13G: Banzai International, Inc.

AI Summary

SC 13G filing by Banzai International, Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A common stock, par value $0.0001 per share (Title of Class of Securitie

Filing Documents

• ea0207155-13gintra_banzai.htm (SC 13G) — 56KB
• ea020715501ex99-1_banzai.htm (EX-99.1) — 3KB
• 0001213900-24-048440.txt ( ) — 61KB

If this statement is filed pursuant

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.

Ownership

Item 4. Ownership. (a) and (b): (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on May 22, 2024 (the “ SPA ”) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 28, 2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,666,660 shares of Class A Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Class A Common Stock in the aggregate represent beneficial ownership of approximately 7.9% of the Class A Common Stock, based on (1) 19,322,460 shares of Class A Common Stock outstanding as of May 10, 2024 as reported by the Issuer, plus (2) 1,666,660 shares of Class A Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes 1,666,660 shares of Class A Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (the “ Intercoastal Warrant ”) because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Class A Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,333,320 shares of Class A Common Stock. Page 5 of 7 (ii) As of the close of business on May 31, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,289,397 shares of Class A Common Stock issuable upon exercise of the Intercoastal Warrant, and all such s

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ .

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group Not applicable.

Certification

Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. Page 6 of 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 31, 2024 /s/ Mitchell P. Kopin Mitchell P. Kopin /s/ Daniel B. Asher Daniel B. Asher Intracoastal Capital LLC By: /s/ Mitchell P. Kopin Mitchell P. Kopin, Manager Page 7 of 7

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