8-KAccepted Oct 22, 5:24 PM ET
Banzai International, Inc.: Reverse 1-for-10 stock split
Accepted (ET)
5:24 PM
Oct 22, 2026
Filed
Oct 22, 2026
Documents
17
Size
481.9 KB
Summary
Banzai International, Inc.: Reverse 1-for-10 stock split
What happened
- The filing says that at a special meeting on Oct 16, 2026 the board determined to effect a reverse stock split of the company’s Class A and Class B common stock at a ratio of 1-for-10. The company filed a Certificate of Amendment to its certificate of incorporation to effect the Reverse Stock Split.
- The filing says trading of the Class A common stock on The Nasdaq Capital Market on a split-adjusted basis is expected to begin on Oct 27, 2026, and that the Class A common stock will continue to be traded under the symbol PARA. A new CUSIP number for the Class A common stock (06682J803) replaces the old CUSIP (06682J605).
Key details
- The filing says outstanding shares will be reduced from approximately 5,061,208 Class A and 149,821 Class B to 506,121 Class A and 14,983 Class B, based on shares outstanding as of Oct 21, 2026.
- The filing says no fractional shares will be issued and no cash will be paid in lieu; any fractional share that would otherwise be issued will be rounded up to a whole share.
- The filing says stockholders should not send certificates to the company; the transfer agent, Continental Stock Transfer & Trust, will notify stockholders about exchanging pre-split certificates. Stockholders holding shares electronically at brokerage firms need take no action for the split to be reflected in their accounts.
- The filing attached a press release dated Oct 22, 2026 announcing the name change and the Reverse Stock Split (Exhibit 99.1) and also attached certificates of amendment (Exhibits 3.1 and 3.2).
Why it may matter
- This report includes Item 3.03 (material modification to rights of security holders) and Item 5.03 (amendments to articles of incorporation) describing the Certificate of Amendment effecting the 1-for-10 Reverse Stock Split, Item 5.07 (submission of matters to a vote of security holders) reporting the Oct 16, 2026 shareholder approval and board action, and Item 8.01 (other events) reporting the Oct 22, 2026 press release.
- The filing does not show why the company acted.