Banzai International, Inc. 8-K

What Happened Banzai International, Inc. (BNZI) announced and closed a registered public offering of 327,273 shares of common stock at $2.75 per share, closing on July 14, 2026 and generating approximately $0.9 million in gross proceeds before fees and expenses. The company granted the underwriter, Aegis Capital Corp., a 45-day option to purchase an additional 36,364 shares. The offering was made under a prospectus supplement filed under the company’s effective Form S-3 registration statement.

Key Details

• Offering size: 327,273 shares of common stock at $2.75 per share.
• Option: 45-day option to purchase up to 36,364 additional shares (the “Option Securities”).
• Proceeds: ~ $0.9 million gross proceeds (before underwriting discounts/commissions and offering expenses).
• Underwriter: Aegis Capital Corp.; underwriting discount = 7.0% of the public offering price.
• Additional costs: Company agreed to a non-accountable expense allowance and to reimburse certain out-of-pocket underwriter expenses, including up to $50,000 for underwriter counsel legal fees.
• Related agreements & disclosures: Underwriting Agreement filed as an exhibit; company also entered an Investment Banking Engagement Letter with Aegis on July 9, 2026; press releases announcing the Offering, pricing, and closing were issued July 10, 13, and 14, 2026.

Why It Matters The offering increases Banzai’s cash on hand by roughly $0.9M before fees, which the company says will be used for general corporate purposes (e.g., working capital, debt reduction, complementary products/technologies, capital expenditures). The 7% underwriting fee and potential additional reimbursements reduce the net proceeds investors should expect. If the underwriter exercises its 45-day option, dilution to existing shareholders could increase. The filing documents are routine for a registered offering and include customary representations, indemnities and legal opinions.