---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-028341"
form_type: "8-K"
ticker: "BNZI"
cik: "0001826011"
company_name: "Banzai International, Inc."
filed_at: "2024-02-08T23:59:59+00:00"
generated_at: "2026-06-06T05:48:27.559520+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Banzai receives Nasdaq MVLS deficiency notice; enters $4.5M Yorkville prepaid advance and GEM settlement

## Summary
- Nasdaq notified MVLS below $50M; company has 180 days to comply by Aug 5, 2024; also fails total assets/revenue rule.
- Yorkville prepaid advance increased to $4.5M; additional $1M funded Feb 5 at 0% interest, due June 14, 2024.
- Settled GEM obligations: paid $1.2M cash and issued $1M unsecured note payable in $100K monthly installments through Dec 1, 2024.
- Issued Roth Capital 175,000 shares for advisory fees; may issue up to 600,000 additional shares by June 30, 2024.
- If MVLS not regained, Banzai may transfer listing to Nasdaq Capital Market; delisting risk remains.

## SEC filing metadata
- accession: 0001193125-24-028341
- form_type: 8-K
- ticker: BNZI
- cik: 0001826011
- company_name: Banzai International, Inc.
- filed_at: 2024-02-08T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1826011/000119312524028341/0001193125-24-028341-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1826011/000119312524028341/d744391d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-028341
- JSON: https://secwatch.observer/filing/0001193125-24-028341.json
- Plain text: https://secwatch.observer/filing/0001193125-24-028341.txt

## Key facts
- Debt Financings
  Banzai International, Inc. incurred loan of $1,000,000 with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited at not specified maturing December 1, 2024.
  - Instrument: loan
  - Principal: $1,000,000
  - Counterparty: GEM Global Yield LLC SCS and GEM Yield Bahamas Limited
  - Rate: not specified
  - Maturity: December 1, 2024
  - Event: incurrence
  source text: (ii) issued to GEM, on February 5, 2024, an unsecured promissory note in the amount of $1.0 million, payable in monthly installments of $100,000 beginning on March 1, 2024, with the final payment to be made on December 1, 2024 (the “ GEM Promissory Note ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826011/000119312524028341/0001193125-24-028341-index.htm
- Debt Financings
  Banzai International, Inc. incurred revolving credit of $1,000,000 with Yorkville Advisors Global, LP at 0% maturing June 14, 2024.
  - Instrument: revolving credit
  - Principal: $1,000,000
  - Counterparty: Yorkville Advisors Global, LP
  - Rate: 0%
  - Maturity: June 14, 2024
  - Event: incurrence
  source text: 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “ SEPA Supplemental Agreement ”) to increase the amount of the Pre-Paid Advance under the SEPA by $1.0 million (the “ Additional Pre-Paid Advance Amount ”), for an aggregate principal amount of $4.5 million to be advanced by Yorkville to the Company under the SEPA and SEPA Supplemental
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826011/000119312524028341/0001193125-24-028341-index.htm
- Listing & Compliance Notices
  Banzai International, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A), 5450(b)(3)(A)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: market value
  - Rules: 5450(b)(2)(A), 5450(b)(3)(A)
  source text: February 5, 2024, the Company received a letter (the “ Letter ”) from the staff at Nasdaq notifying the Company that, for the 30 consecutive business days prior to the date of the Letter, the Company’s Minimum Value of Listed Securities (“ MVLS ”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A). The staff at Nasdaq also noted in the Letter that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(3)(A), which requires listed companies to have total assets and total revenue of at least $50
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826011/000119312524028341/0001193125-24-028341-index.htm
- Material Agreements
  Banzai International, Inc. amended SEPA Supplemental Agreement with Yorkville Advisors Global, LP valued at Increased prepaid advance by $1.0 million to aggregate $4.5 million; issued promissory note for $1.0 (effective 2024-02-05).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: Yorkville Advisors Global, LP
  - Value: Increased prepaid advance by $1.0 million to aggregate $4.5 million; issued promissory note for $1.0
  - Effective: 2024-02-05
  source text: On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “ SEPA Supplemental Agreement ”) to increase the amount of the Pre-Paid Advance under the SEPA by $1.0 million (the “ Additional Pre-Paid Advance Amount ”), for an aggregate principal amount of $4.5 million to be advanced by Yorkville to the Company under the SEPA and SEPA Supplemental Agreement. The Additional Pre-Paid Advance Amount (less a 10% discount) was funded on February 5, 2024 in exchange for a promissory note in the principal amount of $1.0 million (the “ Yorkville Promissory Note ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826011/000119312524028341/0001193125-24-028341-index.htm
- Material Agreements
  Banzai International, Inc. entered into GEM Settlement Agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited valued at Settled obligations and terminated prior agreements; agreed to pay $1.2 million cash and issued $1.0 (effective 2024-02-05).
  - Action: entry
  - Agreement: settlement
  - Counterparty: GEM Global Yield LLC SCS and GEM Yield Bahamas Limited
  - Value: Settled obligations and terminated prior agreements; agreed to pay $1.2 million cash and issued $1.0
  - Effective: 2024-02-05
  source text: On February 5, 2024, the Company, GEM Global Yield LLC SCS (“ GEM Global ”) and GEM Yield Bahamas Limited (collectively, “ GEM ”) entered into a settlement agreement (the “ GEM Settlement Agreement ”), pursuant to which (a) the Company and GEM agreed to (i) settle the Company’s obligations under and terminate the binding term sheet entered into between Legacy Banzai and GEM Global, dated December 13, 2023, and (ii) terminate the share repurchase agreement, dated May 27, 2022, by and among the Company and GEM, and (b) the Company (i) agreed to pay GEM $1.2 million in cash within three business days of the GEM Settlement Agreement and (ii) issued to GEM, on February 5, 2024, an unsecured promissory note in the amount of $1.0 million, payable in monthly installments of $100,000 beginning on March 1, 2024, with the final payment to be made on December 1, 2024 (the “ GEM Promissory Note ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826011/000119312524028341/0001193125-24-028341-index.htm
- Material Agreements
  Banzai International, Inc. amended Roth Addendum to Engagement Letters with Roth Capital Partners, LLC valued at Amended engagement letters to provide for issuance of 175,000 shares and potential $300,000 payment (effective 2024-02-02).
  - Action: amendment
  - Counterparty: Roth Capital Partners, LLC
  - Value: Amended engagement letters to provide for issuance of 175,000 shares and potential $300,000 payment
  - Effective: 2024-02-02
  source text: On February 2, 2024, the Company and Roth Capital Partners, LLC (“ Roth ”) entered into an addendum to (i) the engagement letter, dated October 13, 2022, by and between Roth and Legacy Banzai, pursuant to which Legacy Banzai engaged Roth as a financial advisor in connection with the Company’s business combination with Legacy Banzai (the “ Business Combination ”), and (ii) the engagement letter, dated October 14, 2022, by and between Roth (as successor to MKM Partners, LLC) and 7GC & Co. Holdings, Inc. (“ 7GC ”), pursuant to which 7GC engaged Roth as a financial advisor in connection with the Business Combination (such engagement agreements, collectively, the “ Roth Engagement Agreements ,” and such addendum, the “ Roth Addendum ”). Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses owed under the Roth Engagement Agreements (collectively, the “ Roth Fee ”), the Company (i) issued to Roth 175,000 shares (the “ Roth
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826011/000119312524028341/0001193125-24-028341-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.