Banzai International: enters repurchase agreement to cancel warrants

What happened

• Banzai International filed an 8-K reporting that it entered into a Repurchase Agreement with an institutional investor on Oct 20, 2026 pursuant to which, upon the closing of a public offering, the company shall repurchase certain common stock purchase warrants that allow the investor to purchase up to 1,662,862 shares of common stock for $1,500,000 in cash. Upon payment of the Warrant Repurchase Price, the Existing Warrants shall be cancelled and be of no further force or effect.
• The filing states that the Existing Warrants were issued to the investor under a Securities Purchase Agreement dated Jun 27, 2025 and that the company previously issued a senior secured convertible note dated Aug 12, 2026 (the Existing Note). The Existing Warrants have a current exercise price equal to $1.245 per share.

Key details

• Warrant repurchase price: $1,500,000 in cash.
• Warrants cover up to 1,662,862 shares; current exercise price: $1.245 per share.
• Investor has a right to participate in the offering in an amount not less than $6,000,000, subject to the Repurchase Agreement procedures and conditions.
• Investor agreed to a standstill regarding the Existing Note for 18 trading days commencing on the date of the public filing of the registration statement for the offering; company agreed to pay $20,000 of the investor’s legal fees related to the Repurchase Agreement.

Why it may matter

• This 8-K reports Item 1.01 (entry into a material definitive agreement), which covers the Repurchase Agreement described above, and Item 3.03 (material modification to the rights of security holders). A filing does not show why the insider traded or why the company acted.