UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 286, 2026

Banzai International, Inc.

(Exact name of Registrant as Specified in Its Charter)



Delaware	001-39826	85-3118980
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	435 Eriksen Ave Suite 250
	Bainbridge Island, Washington 98110
	(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (206) 414-1777
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	BNZI	The Nasdaq Capital Market
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $5,750	BNZIW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 53.~~07.~~03 Material ~~Submission~~Modifications ~~of Matters~~ to aRights ~~Vote~~ of Security Holders.

On April 28, 2026, certain stockholders of Banzai International, Inc. (the “Company”) ~~held~~who acollectively ~~special~~held ~~meeting~~approximately 40.52% ‎of ~~shareholders (~~the ~~“Meeting”).~~voting Atpower of the ~~Meeting~~Company, approved an amendment to the Company’s ~~shareholders~~Certificate ~~voted~~of ~~on two proposals~~Incorporation, ~~including~~as ~~one~~amended toand ~~approve~~restated an(the ~~adjournment~~“COI”), ifto ~~necessary.~~effect Ata ~~the~~reverse ~~beginning~~stock ofsplit (the ~~Meeting,~~“Reverse ~~9,116,624~~Stock ~~Class~~Split”) Aof ~~shares~~the ~~and~~Company’s ~~677,118~~outstanding Class BA ~~shares~~Common Stock, ~~which~~par ~~collectively~~value ~~represent 40~~$0.~~52%~~0001 ofpar ~~the~~value ~~voting power of~~ (the ~~shares~~“Class ~~entitled~~A toCommon ~~vote~~Stock”) atand ~~the~~Class ~~Meeting,~~B ~~were~~Common ~~represented by proxy~~Stock, ~~which~~$0.0001 ~~constituted~~par avalue ~~quorum~~per ~~for~~share (the ~~transaction~~“Class ofB ~~business.~~Common ~~Since~~Stock,” ~~there~~together ~~were~~with ~~sufficient~~the ~~votes~~Class toA ~~approve~~Common ~~the other proposal~~Stock, the ~~Company~~“Common ~~did~~Stock”), ~~not~~at ~~need~~a toratio ~~adjourn~~of ~~the Meeting~~1-for-20.

WeOn ~~are~~April ~~filing~~28, ~~this~~2026, ~~Current~~the ~~Report~~Company onfiled ~~Form~~a ~~8-K~~Certificate of Amendment to ~~disclose~~its COI with the ~~voting~~Secretary ~~results~~of ~~from~~State of Delaware (the ~~Meeting~~“Certificate of Amendment”), for the Reverse Stock Split at a ratio of 1-for-20. Commencing on May 8, 2026, trading of the Class A Common Stock will continue on The ~~following~~Nasdaq ~~proposal~~Capital ~~was~~Market, ~~voted~~but on: a Reverse Stock Split-adjusted basis.

ToAs ~~approve~~a anresult ~~amendment~~of to the ~~Company’s~~Reverse ~~Second~~Stock ~~Amended~~Split, ~~and~~every ~~Restated~~twenty ~~Certificate~~shares of ~~Incorporation~~Common toStock ~~effect~~will abe ~~reverse~~combined ~~stock~~into ~~split~~one ~~with~~share ~~respect~~of to the ~~Company’s~~respective ~~issued~~class of Common Stock and ~~outstanding~~the total number of shares of Class A Common Stock and Class B Common Stock atoutstanding awill ~~ratio~~be ofreduced upfrom 22,910,282 and 677,118 shares, to 1~~-for-20~~,145,515 ~~with~~and ~~the~~33,856 ~~final~~shares, ~~ratio~~respectively. ~~and~~No ~~exact~~fractional ~~timing~~shares towill be ~~determined~~issued atin ~~the~~connection ~~discretion~~with of the ~~Board~~Reverse ofStock ~~Directors~~Split, and ~~included~~no instockholder awill ~~public~~receive ~~announcement,~~cash ~~subject~~in tolieu ~~the~~thereof. ~~authority~~Any offractional ~~the~~shares ~~Board~~that ofwould ~~Directors~~otherwise tobe ~~abandon~~issued ~~such~~as ~~amendment~~a (result of the “Reverse Stock Split ~~Proposal”)~~will be rounded up to a whole share.

For			Against			Abstain
9,199,546			556,612			37,584

Trading of the Class A Common Stock on The Nasdaq Capital Market on a split-adjusted basis is expected to begin on May 8, 2026. The Class A Common Stock will continue to be traded under the symbol BNZI. A new CUSIP number has been issued for the Class A Common Stock (06682J605) to replace the old CUSIP number (06682J407). The Company’s stockholders should not send their stock certificates to the Company. Stockholders will be notified by the Company’s transfer agent, Continental Stock Transfer & Trust, regarding the process for exchanging existing stock certificates representing pre-split shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

~~Following~~The ~~the~~above ~~shareholders’~~description ~~approval~~ of the ~~Reverse Split Proposal, the Board of Directors determined to effect a reverse stock split at a ratio of 1-for 20; the Company will file a~~ Certificate of Amendment ~~with~~and the ~~Delaware~~Reverse ~~Secretary~~Stock ofSplit ~~State~~is toqualified ~~revise~~in ~~the second paragraph of Article IV, Section (A) of~~ its ~~Certificate~~entirety ofby ~~Incorporation~~reference to ~~effect~~ the ~~reverse~~Certificate ~~stock split. As~~ of ~~April 27~~Amendment, ~~2026,~~a ~~there~~copy ~~are 19,902,346 shares~~ of ~~Class~~which A Common Stock and 677,118 shares of Class B Common Stock issued and outstanding. Following the effectiveness of the reverse stock split, the Company expects to have approximately 995,118 shares of Class A Common Stock and 33,856 shares of Class B Common Stock issued and outstanding. In accordance with Nasdaq listing rules, the reverse stock split is ~~expected~~attached tohereto ~~be effective~~ as ofExhibit May 8, 2026, however, the Company will file a subsequent Current Report on Form 8-K to formally announce the effective time and date of the reverse stock split, as well as disclose the new CUSIP number for its stock3.1.‎

~~The~~Item ~~information~~5.03 Amendments ~~in this Form 8-K shall not be deemed~~ to beArticles ~~“filed” for the purposes~~ of ~~Section~~Incorporation 18or of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filingBylaws.

The description of the Certificate of Amendment and the Reverse Stock Split set forth in Item 93.~~01.~~03 ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report is incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~8.01 Other Events.

Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

On May 6, 2026, the Company distributed a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

SIGNATUREItem 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

Dated: April 28, 2026


Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on April 28, 2026)
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~BANZAI INTERNATIONAL, INC. By: /s/ Joseph Davy Joseph Davy Chief Executive Officer~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 6, 2026


	BANZAI INTERNATIONAL, INC.

	By:	/s/ Joseph Davy
		Joseph Davy
		Chief Executive Officer

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