Source-grounded facts extracted from Banzai International, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Banzai International, Inc. amended Floor Price Amendment with CP BF Lending, LLC (effective 2026-05-15).
“On May 15, 2026, the Company, the Guarantors and CP BF entered into a letter agreement (the "Floor Price Amendment"), further amending the Loan Agreement and the Note.”
Banzai International, Inc.: Amended Certificate of Incorporation to effect a 1-for-20 reverse stock split of Class A and Class B Common Stock (effective 2026-04-28).
“On April 28, 2026, the Company filed a Certificate of Amendment to its COI with the Secretary of State of Delaware (the “Certificate of Amendment”), for the Reverse Stock Split at a ratio of 1-for-20.”
Banzai International, Inc. issued 168,224 shares of common stock to Agile Lending, LLC for $180,000 aggregate value, $1.07 per share.
“(iv) on March 31, 2026, the Company issued 168,224 shares at $1.07 per share (aggregate value of $180,000.00)”
Banzai International, Inc. issued 152,542 shares of common stock to Agile Lending, LLC for $180,000 aggregate value, $1.18 per share.
“(iii) on February 26, 2026, the Company issued 152,542 shares at $1.18 per share (aggregate value of $180,000.00)”
Banzai International, Inc. issued 130,208 shares of common stock to Agile Lending, LLC for $150,000 aggregate value, $1.152 per share.
“(ii) on February 9, 2026, the Company issued 130,208 shares at $1.152 per share (aggregate value of $150,000.00)”
Banzai International, Inc. issued 135,135 shares of common stock to Agile Lending, LLC for $150,000 aggregate value, $1.11 per share.
“(i) on January 27, 2026, the Company issued 135,135 shares at $1.11 per share (aggregate value of $150,000.00)”
Banzai International, Inc. issued 232,786 shares of common stock to Agile Capital Funding, LLC and Agile Lending, LLC for $284,000 aggregate value, $1.22 per share.
“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, the Company exchanged 232,786 shares (the “Exchange Shares”) of its Class A common stock, par value $0.0001 per share (the “Common Stock”), valued at $1.22 per share, having an aggregate value of $284,000”
Banzai International, Inc. amended loan of the outstanding balance under the Note was $1,839,432.50 with Agile Lending, LLC.
“in the principal amount due under the Note (the “Forbearance Fee”). After giving effect to the Forbearance Fee and the Exchange, the outstanding balance under the Note was $1,839,432.50. The Company also agreed to pay all of Agile’s reasonable costs and expenses, in an amount not to exceed $10,000. Following the initial Exchange, the Company, Agile and the”
Banzai International, Inc. entered into Purchase Agreement with an institutional investor valued at up to an aggregate original principal amount of $11,000,000 (effective 2025-06-27).
“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”
Banzai International, Inc. entered into Exchange Agreement with Agile Capital Funding, LLC and Agile Lending, LLC valued at $284,000 (effective 2025-12-15).
“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 other hand (the “ Exchange ”).”
Banzai International, Inc.: Amendment to Bylaws reducing quorum requirement for shareholder meetings to 33.3% of voting power, effective after the 2025 Annual Shareholder Meeting on January 15, 2026 (effective 2026-01-15).
“As per the approval, following the 2025 Annual Shareholder Meeting to be held on January 15, 2026, Section 3.5 of the Company’s Bylaws shall be amended such that the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of 33.3% of the voting power of the then-outstanding shares of capital stock entitled to vote shall constitute a quorum for the transaction of business.”
Banzai International, Inc. issued convertible note to YA II PN, LTD. for principal amount of $2,000,000.
“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 (the “ SEPA ”).”
Banzai International, Inc. incurred convertible notes of $2,000,000 with YA II PN, LTD. at 6% maturing March 16, 2026.
“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”
Banzai International, Inc. engaged Bush & Associates CPA LLC as its auditor.
“Also on April 22, 2025, the Audit Committee approved the engagement of Bush & Associates CPA LLC ("Bush & Associates") as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.”
Banzai International, Inc. dismissed Marcum LLP as its auditor.
“on April 22, 2025, the Audit Committee approved the dismissal of Marcum LLP ("Marcum") as the Company’s independent registered public accounting firm, effective immediately.”
Banzai International, Inc. received a nasdaq compliance regained notice regarding other (rules 5550(a)(2), 5550(a)(5), 5550(b)(1)).
“February 12, 2025, the Company received a letter from the Nasdaq Stock Market LLC, Office of the General Counsel that Nasdaq’s Listing Qualifications staff confirmed that the Company has demonstrated compliance with all of The Nasdaq Stock Market’s listing requirements and therefore the Company’s securities will remain listed on the Exchange.”
Banzai International, Inc. received a nasdaq compliance regained notice regarding other (rules 5550(a)(2), 5550(a)(5), 5550(b)(1)).
“February 12, 2025, the Company received a letter from the Nasdaq Stock Market LLC, Office of the General Counsel that Nasdaq’s Listing Qualifications staff confirmed that the Company has demonstrated compliance with all”
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).
“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”
Banzai International, Inc. completed an acquisition involving ClearDoc, Inc. doing business as OpenReel for $19,600,000 (closed 2024-12-18).
“for one (1) share of Banzai Class A Common Stock at an exercise price of US$0.0001 (the “ Pre-Funded Warrants ”) issued in lieu thereof, in an amount equal to the quotient of $19,600,000 divided by the Conversion Price (as defined in the Merger Agreement) (the “ Merger Consideration ”). The Merger Consideration consisted of an aggregate of 930,558 shares of Banzai”
Bill Bryant resigned as Director at Banzai International, Inc..
“On September 9, 2024, Mr. Bill Bryant resigned from his positions as a director of the board of directors (the " Board ") of the Company”
Kent Schofield was appointed as Director at Banzai International, Inc..
“On August 26, 2024, the Board of Directors (the “Board”) of Banzai International, Inc. (the “Company”) increased the size of the Board by one pursuant to provisions in the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws of the Company and selected Mr. Kent Schofield to fill the vacancy on the Board resulting from the increase in the authorized number of directors.”
Alvin Yip was appointed as interim Chief Financial Officer at Banzai International, Inc..
“Upon Mr. Musburger’s departure, Alvin Yip will be assuming the role of interim CFO.”
Mark Musburger resigned as Chief Financial Officer at Banzai International, Inc..
“On June 5, 2024, Mark Musburger advised Banzai International, Inc. of his decision to resign from his position as Chief Financial Officer.”
Ashley Levesque resigned as Vice President of Marketing at Banzai International, Inc..
“On May 29, 2024, Ashley Levesque advised Banzai International, Inc. of her decision to resign from her position as Vice President of Marketing.”
Banzai International, Inc. reported the first quarter ended March 31, 2024 results: revenue approximately $1,079 thousand, net income net losses of approximately $4.5 million.
“team evaluates its financial and operating results utilizing this non-GAAP measure. For the three months ended March 31, 2024, Banzai reported total revenue of approximately $1,079 thousand, representing a decrease of approximately $98 thousand, or approximately 8.3%, compared to the three months for the same period ended March 31, 2023. This decrease is primarily”
Banzai International, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).
“April 3, 2024, Banzai International, Inc. (the “ Company ”) received a letter from the staff at The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that, for the 30 consecutive business days prior to the date of the letter, the Company’s Class A common stock, par value $0.0001 per share (the “ Common Stock ”), did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1). The letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or”
Banzai International, Inc. shareholders approved Approval of adjournment of Special Meeting if necessary at the 2024-03-25 meeting.
“The Company’s stockholders approved Proposal 2, based on the following votes: Votes FOR Votes AGAINST Abstain Broker Non-Votes Class A common stock 8,246,469 165,859 2,919 — Class B common stock 23,111,340 — — —”
Banzai International, Inc. shareholders approved Approval of issuance of shares under Standby Equity Purchase Agreement (Yorkville) at the 2024-03-25 meeting.
“The Company’s stockholders approved Proposal 1, based on the following votes: Votes FOR Votes AGAINST Abstain Broker Non-Votes Class A common stock 8,246,445 165,542 3,260 — Class B common stock 23,111,340 — — —”
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.
“(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 ”).”
Banzai International, Inc. incurred revolving credit of $1,000,000 with Yorkville Advisors Global, LP at 0% maturing June 14, 2024.
“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”
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).
“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”
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).
“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 ”).”
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).
“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 ”).”
Banzai International, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A), 5450(b)(3)(A)).
“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”
Banzai International, Inc.: Company ceased to be a shell company as of the closing of the business combination (effective 2023-12-14).
“the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing”
Banzai International, Inc.: New Code of Business Conduct and Ethics adopted effective December 14, 2023 (effective 2023-12-14).
“on December 14, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics”
Banzai International, Inc.: Amended and restated bylaws adopted in connection with the business combination (effective 2023-12-14).
“amended and restated the Company’s amended and restated bylaws (as amended and restated, the “ A&R Bylaws ”)”
Banzai International, Inc.: Second Amended and Restated Certificate of Incorporation filed in connection with the business combination (effective 2023-12-14).
“the Company filed its Second Amended and Restated Certificate of Incorporation (as amended and restated, the “ A&R Charter ”) with the Secretary of State of the State of Delaware”
Banzai International, Inc. underwent a change of control involving Legacy Banzai (Banzai Operating Co LLC f/k/a Banzai International, Inc.) (closed 2023-12-14).
“On December 14, 2023 (the “Closing Date”), Banzai International, Inc., a Delaware corporation (the “Company”) (f/k/a 7GC & Co Holdings Inc. (“7GC”)), consummated the previously announced business combination (the “Business Combination”) with Legacy Banzai (as defined below) (the “Closing”), pursuant to that certain Agreement and Plan of Merger and Reorganization”
Banzai International, Inc. entered into Standby Equity Purchase Agreement with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP valued at $100 million (effective 2023-12-14).
“On December 14, 2023, Banzai International, Inc., a Delaware corporation (“the Company”) (formerly 7GC & Co. Holdings Inc., a Delaware corporation), entered into a standby equity purchase agreement (the “SEPA) with Banzai Operating Co LLC (formerly Banzai International, Inc. (“Old Banzai”)) and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), in connection with the previously announced business combination (the “Business Combination”) between the Company and Old Banzai.”
Banzai International, Inc. shareholders approved One vote per share Class A / ten votes per share Class B (Proposal 3B) at the 2023-12-13 meeting.
“7GC’s stockholders approved Proposal 3B, based on the following votes: Class A Common Stock Votes FOR Votes”
Banzai International, Inc. shareholders approved Increase authorized shares (Proposal 3A) at the 2023-12-13 meeting.
“7GC’s stockholders approved Proposal 3A, based on the following votes: Class A Common Stock Votes FOR Votes AGAINST Abstain Broker Non-Votes 2,194,197 297,920 0 0 Class B Common Stock Votes FOR Votes AGAINST Abstain Broker Non-Votes 5,725,000 0 0 0”
Banzai International, Inc. shareholders approved Approve the A&R Charter (Binding Charter Proposal) at the 2023-12-13 meeting.
“7GC’s stockholders approved the Binding Charter Proposal, based on the following votes: Class A Common Stock Votes FOR Votes AGAINST Abstain Broker Non-Votes 2,194,197 297,920 0 0 Class B Common Stock Votes FOR Votes AGAINST Abstain Broker Non-Votes 5,725,000 0 0 0”
Banzai International, Inc. shareholders approved Approve and adopt the Merger Agreement and the transactions contemplated therein (Business Combination Proposal) at the 2023-12-13 meeting.
“7GC’s stockholders approved the Business Combination Proposal, based on the following votes: Votes FOR Votes AGAINST Abstain Broker Non-Votes 7,919,197 297,920 0 0”
Mark Musburger was appointed as Chief Financial Officer at Banzai International, Inc..
“On December 14, 2023, following the closing of the Business Combination, the board of directors of the Company (the “Board”) appointed Mr. Mark Musburger, age 59, as Chief Financial Officer.”
Banzai International, Inc. incurred loan of up to an aggregate of $500,000 with 7GC & Co. Holdings LLC (Sponsor) at The Note does not bear interest maturing repayable in full upon the earlier of the consummation of a business combination or the date the Company liquidates the trust account.
“On October 3, 2023, 7GC & Co. Holdings Inc. (the “ Company ”) issued an unsecured promissory note (the “ Note ”) to 7GC & Co. Holdings LLC (the “ Sponsor ”), which provides for borrowings from time to time of up to an aggregate of $500,000 for working capital purposes.”
Banzai International, Inc. entered into Unsecured Promissory Note with 7GC & Co. Holdings LLC valued at $500,000 (effective 2023-10-03).
“On October 3, 2023, 7GC & Co. Holdings Inc. (the “ Company ”) issued an unsecured promissory note (the “ Note ”) to 7GC & Co. Holdings LLC (the “ Sponsor ”), which provides for borrowings from time to time of up to an aggregate of $500,000 for working capital purposes.”
Banzai International, Inc.: Filed extension amendment to extend business combination deadline from June 28, 2023 to December 28, 2023 (effective 2023-06-27).
“On June 27, 2023, 7GC & Co. Holdings Inc. (the “ Company ”) filed a second amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”).”
Banzai International, Inc. shareholders approved Extension Amendment extending the date by which the Company must consummate its initial business combination to December 28, 2023 at the 2023-06-26 meeting.
“the final voting results for the Extension Amendment Proposal were as follows: For Against Abstain Broker Non-Votes 8,455,173 1,505,150 0 0”
Banzai International, Inc. entered into Non-Redemption Agreement with unaffiliated third party (the "Holder") valued at Holders agree not to redeem 247,000 shares of Class A common stock; Sponsor to forfeit 30,875 shares (effective 2023-06-16).
“On June 16, 2023, 7GC & Co. Holdings Inc. (the “Company” or “we”) and the Company’s sponsor, 7GC & Co. Holdings LLC (the “Sponsor”), entered into a non-redemption agreement (the “Non-Redemption Agreement”) with an unaffiliated third party (the “Holder”) in exchange for the Holder agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 247,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of the Company sold in its initial public offering (“IPO”), in connection with the special meeting called by the Company (the “Meeting”) to, among other things, approve an amendment to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100% of its Class A comm”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.