Banzai International, Inc. (BNZI) Form 424B5 — Aug 11, 2026
Banzai International filed a prospectus supplement registering the resale of up to 3,956,968 Class A shares by selling stockholders — 2,309,107 shares underlying its $11,000,000 senior secured convertible note with institutional investor 3i, LP and 1,647,861 shares underlying the associated Buyer Warrant. The additional registration became necessary because anti-dilution provisions reset the note conversion price and warrant exercise price down to $2.75 following the company's July 2026 public offering.
Key figures
- Shares Offered
- 3,956,968 resale shares (2,309,107 note conversion shares + 1,647,861 warrant shares)
- Dilution Overhang
- ~120% of current Class A shares outstanding
- Agile Loan Maturity
- February 10, 2027
- Reverse Split Ratio
- 1:20 (effective May 8, 2026)
- Agile Loan Principal
- $2,100,000 ($2,000,000 net of $100,000 fee)
- Cpbf Note Outstanding
- $5,361,910 (as of May 14, 2026)
- Fy2024 Operating Loss
- $13.5 million
- Fy2025 Operating Loss
- $18.5 million
- Q1 2026 Operating Loss
- $5.8 million (vs. $4.9 million Q1 2025)
- Last Reported Sale Price
- $2.41 (July 16, 2026)
- Note Original Principal
- $11,000,000
- Prior Registered Shares
- 9004003
- Class AShares Outstanding
- 3280551
- Sepa Gross Proceeds To Date
- $23.4 million (1,046,731 shares issued to Yorkville)
- Aegis Offering Gross Proceeds
- $0.9 million (327,273 shares at $2.75)
- Agile Loan Payment Multiplier
- 1.44x (32 weekly installments of $94,500)
- Current Conversion And Exercise Price
- $2.75 (post July 2026 Aegis offering reset)
Price after filing
Close on the filing date to close N calendar days later (from $1.70). Historical, not a forecast.
AI analysis
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