Banzai International, Inc. (BNZI): M&A transaction — Banzai closes Vidello acquisition, issues $3.5M convertible note with YA II PN

Banzai International, Inc.

Closed acquisition of Vidello Limited on Jan 31, 2025 for $2.745M cash ($2.5M held back for indemnification) and 898,204 shares of Class A common stock.
Convertible note for $3.5M with YA II PN: 0% interest first 90 days then 6%, convertible at $2.00/share, matures July 31, 2025.
Vidello becomes wholly owned subsidiary; Joseph Davy appointed sole director of Vidello.
Company believes stockholders' equity now exceeds $2.5M Nasdaq minimum, but no assurance of regaining compliance.

item 1.01 item 2.01 item 2.03 item 3.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Banzai International, Inc. completed an acquisition involving Vidello Limited for $2,745,031 in cash and 898,204 shares of Banzai Class A Common Stock (closed 2025-01-31).

Action: acquisition
Counterparty: Vidello Limited
Consideration: $2,745,031 in cash and 898,204 shares of Banzai Class A Common Stock
Closing: 2025-01-31

Exact text from the filing

shares of Vidello to the Company, therefore, Vidello became a direct and wholly owned subsidiary of the Company. In exchange, the Company paid to Vidello Shareholders $2,745,031 in cash ($2,500,000 are withheld for indemnification expenses and other holdback provisions in accordance with the Acquisition Agreement, the “ Cash Consideration ”) and issued

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Banzai International, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-25-004502

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