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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. Banzai International, Inc. (the “Company”) previously reported that on February 19, 2021, the Company, along with Joe Davy and Demio, Inc. (the “Guarantors”), entered into a loan agreement with CP BF Lending, LLC ("CP BF" and the "Loan Agreement", respectively) and issued a convertible promissory note (the “First Senior Convertible Note”) in an aggregate principal amount of $1,500,000 to CP BF. As further disclosed in previously filed Current Report…
Material Modifications to Rights of Security Holders. On April 28, 2026, certain stockholders of Banzai International, Inc. (the “Company”) who collectively held approximately 40.52% of the voting power of the Company, approved an amendment to the Company’s Certificate of Incorporation, as amended and restated (the “COI”), to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding Class A Common Stock, par value $0.0001 par value (the “Class A Common Stock”) and…
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, 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"), on the one hand, and the Company, on the other hand. Pursuant to the Exchange Agreement,…
by reference. The Exchange Shares and the shares of Common Stock issued pursuant to the Exchange and each Subsequent Exchange Agreement were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the shares of Common Stock were exchanged by the Company with an existing security holder exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The information contained in
Unregistered Sales of Equity Securities The information contained in
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…
Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The information contained in
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 (…
Unregistered Sales of Equity Securities The information contained in
Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The information contained in
Entry Into a Material Definitive Agreement. On August 27, 2025, Banzai International, Inc., a Delaware corporation (the “ Company ”), entered into an At The Market Offering Agreement (the “ ATM Agreement ”) with H.C. Wainwright & Co., LLC, as sales agent (the “ Manager ” or “ Wainwright ”), to sell its shares of Class A common stock, par value $0.0001 per share (the “ Class A Common Stock ”), from time to time, in an “at the market offering” program through Wainwright, with certain limitation…
Entry into a Material Definitive Agreement. On June 27, 2025, Banzai International, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”) for the issuance and sale in a private placement (the “ Offering ”) of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the “ Notes ”) which Notes shall be convertible into shares of common stock, par value $0.…
Unregistered Sales of Equity Securities. The information contained in
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers As of July 2, 2025, Mr. Dean Ditto has agreed to serve as Banzai International, Inc.’s (the “ Company ”) Chief Financial Officer, effective immediately. Mr. Ditto replaces Interim Chief Financial Officer, Alvin Yip. There are no family relationships between Mr. Ditto and any of the Company’s directors or other executive officer s. There is no arrangement or understanding between Mr. Ditto an…
Entry into a Material Definitive Agreement. On June 27, 2025, Banzai International, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”) for the issuance and sale in a private placement (the “ Offering ”) of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the “ Notes ”) which Notes shall be convertible into shares of common stock, par value $0.…
Unregistered Sales of Equity Securities. The information contained in
Termination of a Material Definitive Agreement Banzai International, Inc., a Delaware corporation (“ Banzai ” or the “ Company ”), previously announced its entry into an Agreement and Plan of Merger (the “ Merger Agreemen t”), dated January 22, 2025, with Act-On Software, Inc., a Delaware corporation (“ Act-On ”), and Banzai Passage Inc., a Delaware corporation and wholly owned subsidiary of Banzai (“ Merger Sub ”). Although the Company worked diligently to complete all closing conditions of…
Changes in Registrant’s Certifying Accountant. The Audit Committee (the “Audit Committee”) of the Board of Directors of Banzai International, Inc. (the “Company”) conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. As a result of this process, on April 22, 2025, the Audit Committee approved the dismissal of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm, eff…
of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Entry into a Material Definitive Agreement On March 31, 2025, Banzai International, Inc. (the “ Company ”) entered into a subordinated business loan and security agreement (the “ Loan Agreement ”) with Agile Capital Funding, LLC (the “ Collateral Agent ”), and Agile Lending, LLC, a Virginia limited liability company (the “ Lender ”). Pursuant to the Loan Agreement, the Company issued a subordinated secured promissory note (the “ March Agile Note ”) for an aggregate principal amount of $4,000,…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, Banzai International, Inc. (the “Company”) had a hearing before The Nasdaq Hearings Panel (the “Panel”), on September 19, 2024. On September 26, 2024, Nasdaq provided the Company with its determination to phase the Company down from The Nasdaq Global Market to The Nasdaq Capital Market (the “Exchange”) and grant the Company an extension until January 31, 2025 to demonst…
Entry into a Material Definitive Agreement On January 30, 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 $3,500,000 (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 (th…
Entry into a Material Definitive Agreement Agreement and Plan of Merger On January 22, 2025, Banzai International, Inc. (“ Banzai ” or the “ Company ”), a Delaware corporation, entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Act-On Software Inc., a Delaware corporation (“ Act-On ”), and Banzai Passage Inc., a Delaware corporation and wholly owned subsidiary of Banzai (“ Merger Sub ”) that was formed solely for purposes of consummating the transactions contemplated…
The securities sold as part of the Merger were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Regulation D thereunder. Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities have not been registered un…
Importance-ranked changes since the prior daily snapshot.
Signal changed from 'None' to 'mixed'.
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