4//SEC Filing
CP BF Lending, LLC 4
Accession 0001911119-25-000005
CIK 0001826011other
Filed
Nov 11, 7:00 PM ET
Accepted
Nov 12, 8:53 AM ET
Size
12.2 KB
Accession
0001911119-25-000005
Insider Transaction Report
Form 4
CP BF Lending, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-11-06$2.81/sh+62,700$175,911→ 62,704 total - Sale
Class A Common Stock
2025-11-06$2.81/sh−62,700$175,911→ 4 total - Conversion
Convertible Note
2025-11-06−62,700→ 2,682,070 totalExercise: $2.81From: 2024-10-10Exp: 2027-02-19→ Class A Common Stock (62,700 underlying)
Footnotes (5)
- [F1]The price reported is the weighted average price of multiple trades at prices ranging from $2.5095 to $2.8916 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the reported range. The convertible note converted at the same prices as these trades.
- [F2]Brad Shain may be deemed to have beneficial ownership of the shares held directly by CP BF Lending, LLC. Mr. Shain disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- [F3]On July 8, 2025, the Issuer effectuated a 1-for-10 reverse split of the Issuer's Class A common stock, resulting in proportionate adjustments to the number of shares beneficially owned by the Reporting Person. Accordingly, the securities reported herein have been adjusted to reflect the reverse stock split.
- [F4]On October 10, 2025, the Issuer and the Reporting Person agreed to amend the convertible note to, among other things, reduce the conversion price to a price equal to 95% of the price of the Class A common stock on the trading day immediately preceding delivery of any conversion notice, subject to a floor price of $2.50. Accordingly, the convertible note reported herein has been adjusted to reflect the floor price.
- [F5]The maturity date of the convertible note will be February 19, 2027 or, if earlier, the date on which the consolidated convertible loan becomes due and payable pursuant to the terms of the convertible note or any other loan document.
Documents
Issuer
Banzai International, Inc.
CIK 0001826011
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001911119
Filing Metadata
- Form type
- 4
- Filed
- Nov 11, 7:00 PM ET
- Accepted
- Nov 12, 8:53 AM ET
- Size
- 12.2 KB