Banzai International, Inc. 8-K/A

What Happened

• Banzai International, Inc. filed an 8‑K (May 15, 2026) reporting a letter amendment with lender CP BF Lending, LLC that changes terms of the Company’s consolidated convertible note. The amendment follows a May 8, 2026 one‑for‑twenty reverse stock split and lowers the minimum conversion price (the “Floor Price”) to $4.50 on a post‑reverse‑split basis.
• The Note conversion price remains 95% of the Class A Common Stock price on the Trading Day immediately preceding a conversion notice, but cannot be less than the amended $4.50 Floor Price. As of May 14, 2026, $5,361,910 remained outstanding under the Note. Failure to comply with the Floor Price Amendment is an Event of Default under the Loan Agreement.

Key Details

• Original financing: loan agreement dated Feb 19, 2021 (with guarantors Joseph P. Davy and Demio, Inc.); prior amendments consolidated debt into a Note with principal of $10,758,774.75 (per Sept 2024 amendment).
• Reverse split: 1‑for‑20 reverse stock split effective May 8, 2026 adjusted the Conversion Price proportionately.
• Amendment (May 15, 2026): reduces the conversion Floor Price to $4.50 (post‑split); conversion remains at 95% of prior Trading Day price subject to daily volume cap (5% of aggregate daily trading volume) and other existing terms.
• Outstanding balance: $5,361,910 under the Note as of May 14, 2026. The Floor Price Amendment is filed as an exhibit to the 8‑K.

Why It Matters

• The amendment makes it easier for CP BF to convert debt into Class A common shares at a lower guaranteed minimum price ($4.50 post‑split), which may increase the number of shares issued on conversion (i.e., dilution of existing shareholders) if conversions occur.
• Conversion terms still include a 95% discount to the prior trading day price and a daily volume limit intended to limit immediate market impact; other loan terms (including prepayment suspension provisions from the prior letter agreement) remain in effect unless explicitly changed.
• Investors should monitor future conversion notices, the outstanding note balance, and any material changes to volume waivers or further amendments, as these will affect share count and capital structure.