Banzai International, Inc. Issues Convertible Notes and Warrants

What Happened

• Banzai International, Inc. announced multiple financings under a previously disclosed securities purchase agreement, issuing senior secured convertible notes and related warrants in several closings between June 30, 2025 and August 12, 2026. The financings are part of an offering with up to $11.0 million aggregate principal available to the buyer.
• Recent (August 12, 2026) closing: the Company issued an August 2026 Note for $1,099,989 (conversion price $1.96/share; matures Aug 12, 2027) and August 2026 Warrants to buy up to 112,531 shares at $1.96/exercise. Earlier closings issued notes of $2,200,000 (Aug 19, 2025), $2,500,000 (Oct 8, 2025), $2,333,333.33 (Feb 13, 2026) and an initial $2,200,000 (June 30, 2025) (notes accrue interest at 10% and were issued with a 10% original issue discount).

Key Details

• Aggregate potential financing under the Purchase Agreement: up to $11,000,000 in convertible notes.
• August 12, 2026 closing net proceeds: approximately $1,000,000 after fees and expenses; Company plans to use proceeds for general corporate purposes and working capital.
• Notes: 12‑month maturity from issuance (each note), 10% interest, 10% OID, monthly installment principal repayments of $183,333.33 (plus accrued interest) beginning no later than Aug 1, 2025 or the registration effective date.
• Warrants and ownership limits: Buyer Warrants exercisable immediately (3‑year term); buyer’s beneficial ownership capped at 4.99% (can elect up to 9.99%); Financial Advisor Warrants issued to Rodman & Renshaw for 63,062 shares at $2.45/share (5‑year term).
• Protective mechanics: August 2026 Note has a $0.35 floor on conversion price; Events of Default permit alternate conversion mechanics and a possible 15% redemption premium; a Leak‑Out Agreement limits resale of company shares during a restricted period tied to trading volume.

Why It Matters

• These financings provide near‑term cash (about $1.0M net from the Aug 2026 closing) and a defined repayment/conversion schedule, but they also introduce potential future dilution if notes convert and if warrants are exercised.
• Material investor protections and sale restrictions (ownership caps, leak‑out, default conversion/redemption rights) could affect liquidity and timing of any future share sales.
• Retail investors should note the interest, OID, monthly installment repayments and short maturities (12 months) which create near‑term cash obligations and conversion/redemption scenarios that may influence the company’s capital structure over the next year.