Banzai International, Inc. 8-K

What Happened

• Banzai International, Inc. filed an 8-K on April 28, 2026, reporting that shareholders approved an amendment to the company’s Certificate of Incorporation to permit a reverse stock split of up to 1-for-20. At the meeting the Board of Directors exercised its discretion and determined to effect a 1-for-20 reverse split. The company expects the split to be effective under Nasdaq rules as of May 8, 2026 and will file a follow-up 8-K to announce the exact effective time and the new CUSIP.

Key Details

• Meeting quorum: 9,116,624 Class A shares and 677,118 Class B shares represented by proxy (40.52% of voting power).
• Vote on reverse split: For 9,199,546; Against 556,612; Abstain 37,584.
• Outstanding shares (pre-split, as of April 27, 2026): 19,902,346 Class A and 677,118 Class B.
• Expected outstanding shares (post 1-for-20 split): ~995,118 Class A and ~33,856 Class B.

Why It Matters

• A reverse stock split reduces the number of outstanding shares and increases the per‑share price proportionally; this action is often taken to meet minimum price requirements for continued Nasdaq listing or to improve marketability of the stock. Banzai’s Board has chosen the maximum 1-for-20 ratio allowed by the approved amendment and will confirm the effective time and new CUSIP in a subsequent filing — information investors will want before trading resumes on the adjusted basis.