Banzai International, Inc. 8-K/A

What Happened Banzai International, Inc. (BNZI) filed a Form 8‑K/A (May 5, 2026) disclosing that it entered into an Exchange Agreement and a Forbearance Agreement with Agile Lending, LLC and Agile Capital Funding, LLC. Beginning December 16, 2025, the company exchanged shares of its Class A common stock for reductions in the outstanding balance of a $4.0 million subordinated secured promissory note held by Agile, and Agile agreed to forbear from exercising remedies for certain defaults for a defined forbearance period. The initial exchange (Dec. 16, 2025) involved 232,786 shares valued at $1.22 each ($284,000). As partial consideration for the forbearance, the company agreed to a $628,057.50 forbearance fee, added to the note principal.

Key Details

• Aggregate issued shares under the subsequent exchange agreements: 1,466,501 shares (in addition to the initial 232,786), representing approximately 7.4% of Common Stock outstanding as of April 29, 2026.
• After the initial exchange plus the forbearance fee the note balance was $1,839,432.50; after all subsequent exchanges through April 29, 2026 the outstanding balance was reduced to $819,432.50.
• Summary of subsequent exchanges (company issued shares in exchange for note reduction):
  • Jan 27, 2026: 135,135 shares at $1.11 ($150,000)
  • Feb 9, 2026: 130,208 shares at $1.152 ($150,000)
  • Feb 26, 2026: 152,542 shares at $1.18 ($180,000)
  • Mar 31, 2026: 168,224 shares at $1.07 ($180,000)
  • Apr 15, 2026: 290,229 shares at $0.6202 ($180,000)
  • Apr 29, 2026: 590,163 shares at $0.305 ($180,000)
• The company agreed to pay Agile’s reasonable costs and expenses up to $10,000. Transaction documents (Exchange Agreement, Forbearance Agreement, form of Subsequent Exchange Agreement) were filed as exhibits.

Why It Matters This filing documents a series of debt‑for‑equity transactions that materially reduced the outstanding secured note owed to Agile while increasing share count and recognizing a sizeable forbearance fee added to the note principal. For investors, the events affect both the company’s debt profile (lower secured note balance) and equity dilution (issuance of ~1.7 million+ shares total across exchanges, ~7.4% of float as of April 29, 2026). The forbearance agreement also temporarily limits Agile’s remedies for specified defaults through the stated forbearance period, which could provide the company short‑term relief on its secured debt obligations.