Entry into a Material Definitive Agreement. Banzai International, Inc. (the “ Company ”) previously reported that it entered into a securities purchase agreement (the “ Purchase Agreement ”) on June 27, 2025, 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, of up to an aggregate original principal amount of $11,000,000 which shall be convertible into shares of common stock, pa…

Regulation FD Disclosure. On July 10, 2026, the Company issued a press release announcing the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On July 13, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. On July 14, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.3 to…

Entry into a Material Definitive Agreement. On July 13, 2026, Banzai International, Inc. (the "Company") entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis” or the “Underwriter”), relating to the Company’s public offering (the “Offering”) of 327,273 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $2.75. Pursuant to the Underwriting Agreement, the Company also granted the U…

Entry into a Material Definitive Agreement. On July 1, 2026 (the "Effective Date"), Banzai International, Inc. (the "Company") and its subsidiaries (together with the Company, the "Borrowers") entered into a Subordinated Business Loan and Security Agreement (the "Loan Agreement") with Agile Capital Funding, LLC, as collateral agent ("Collateral Agent"), and Agile Lending, LLC, as lead lender ("Lead Lender" and, together with any assignees party thereto, the "Lenders"). Pursuant to the Loan Ag…

Completion of Acquisition or Disposition of Assets. On July 2, 2026, the Company entered into an Asset Purchase Agreement (the "APA") with ConnectAndSell, Inc., a Delaware corporation ("ConnectAndSell"), and Banzai CS Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Acquisition Sub"), pursuant to which the Company agreed to purchase (and to direct the transfer of title to Acquisition Sub) substantially all of the assets of ConnectAndSell (the "Purchased A…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Regulation FD Disclosure. On July 6, 2026, the Company issued a press release announcing the entry into the APA. A copy of the press release is furnished as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.4, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of th…

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

Chief Financial Officer — Mr. Dean Ditto: Mr. Dean Ditto was hired as the new Chief Financial Officer, replacing Interim CFO Alvin Yip.

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…