Banzai raises $1.5M via convertible note with warrants; up to $3.57M total

Banzai International, Inc.

$2.14M initial convertible note, 30% OID, 10% interest, matures June 4, 2027; conversion at $2.75/share.
Initial closing $1.5M; two $500k tranches tied to Form S-1 filings increase note principal to $3.57M.
Warrants for 779,221 shares at $2.75, immediately exercisable, 5-year term, cashless at expiry.
Stockholder approval sought by Nov 3, 2026 for issuance >20% of shares and warrant repricing.
90-day lock-up for directors, officers, and 10%+ holders; defaults trigger 20% note increase and 18% interest.

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