Banzai International, Inc. 8-K

What Happened Banzai International, Inc. (BNZI) announced an additional closing on February 13, 2026 under a previously disclosed securities purchase agreement. At the February Closing the company issued a $2,333,333.33 senior secured convertible note (the “February Note”) and buyer warrants to purchase up to 420,420 shares, each with an initial conversion/exercise price of $1.11. The Notes are part of an aggregate offering of up to $11.0 million that began with an initial closing June 30, 2025 and included additional closings in August and October 2025. The February Note carries a 10% original issue discount (OID), accrues interest at 10% per year and matures 12 months from issuance (Feb 13, 2027). The shares underlying the February Note and February Warrants are registered on Form S-3 (File No. 333-289099).

Key Details

• Aggregate facility: up to $11,000,000 in senior secured convertible notes; prior closings issued notes of $2.2M (June), $2.2M (Aug), $2.5M (Oct), plus $2.333,333.33 (Feb).
• Economics: 10.0% interest, 10.0% OID on the Notes; monthly installment principal payments of $183,333.33 begin by Aug 1, 2025 or upon registration effective date.
• Conversion & caps: standard conversion at $1.11 (Feb Note) with a conversion floor of $0.2540; Buyers limited to beneficial ownership of 4.99% (can elect up to 9.99%).
• Warrants & advisor: February Warrants cover 420,420 shares (3‑year term, $1.11 exercise). Rodman & Renshaw acted as financial advisor, paid 7% cash fee + 1% management fee on Feb Closing gross proceeds and received financial advisor warrants for 133,770 shares at $1.3875 (5‑year term). Net proceeds from the February Closing were ~ $1,599,168 after fees and expenses.

Why It Matters This filing shows Banzai raising short‑term capital through convertible notes and warrants, lowering near-term cash needs but increasing potential future dilution if notes/warrants convert. Key investor considerations: the notes carry high interest and a 10% OID (which reduces immediate cash received), monthly installment repayment obligations begin relatively soon, and conversion/warrant terms (exercise price, ownership caps, and registered shares) affect how and when dilution could occur. Rodman’s advisory fees and warrants are material to the net proceeds and share count. Investors should watch upcoming installment payments, any Events of Default (which trigger alternate conversion/redemption rights), and whether remaining notes are drawn or repaid.