Banzai International Announces Private Placement of Convertible Note & Warrants

What Happened
Banzai International, Inc. (PARA) filed an 8‑K updating a September 4, 2026 Securities Purchase Agreement (initially disclosed Sept 11, 2026) with accredited investor Evergreen Capital Management LLC for a private placement. Under the agreement the company agreed to issue a convertible promissory note (initial principal $2,142,857.14, up to $3,571,428.57 aggregate) and a Common Warrant to purchase up to 779,221 shares of Class A common stock (with up to 519,480 additional warrant shares issuable with later tranche fundings). The offering was made under the Securities Act exemptions in Section 4(a)(2) and Rule 506, with Aegis Capital Corp. acting as exclusive placement agent. The parties subsequently agreed to revised terms, memorialized in a Letter Agreement filed as Exhibit 10.1 to this 8‑K.

Key Details

• Convertible note initial principal: $2,142,857.14; maximum aggregate principal: $3,571,428.57.
• Warrants: initial Common Warrant to buy up to 779,221 shares; up to 519,480 additional warrant shares tied to subsequent tranche fundings.
• Revised terms: cross‑default threshold set at $250,000; purchaser (Evergreen) granted a 25% participation right in future financings (with exceptions) until the later of Sept 18, 2027 or when Aegis ceases to act as the company’s investment bank.
• Tranche funding change: the previously contemplated $500,000 Tranche 2 is split into two fundings of $190,000 and $310,000.

Why It Matters
This filing shows Banzai has secured a staged private financing structure that provides near‑term capital via a convertible note and equity upside via warrants, while giving the investor meaningful participation rights in future financings. Investors should note the size and structure of the note and warrants, the capped maximum financing, and the 25% participation right (which could affect future dilution and who can subscribe to later rounds). The Letter Agreement filed as an exhibit contains the complete revised terms and is the authoritative source for the updated provisions.