Banzai Announces Exercise of 1,048,920 Warrants Purchased at $3.89 Each

Rhea-AI Summary

Banzai International (NASDAQ: BNZI) announced the exercise of 1,048,920 Pre-Funded Warrants by Alco Investment Company at $3.89 each. This follows Alco's September 20, 2024 private placement where they acquired 282,420 shares of Class A Common Stock at $3.89 per share, along with Pre-Funded Warrants and Common Warrants to purchase additional shares.

The Pre-Funded Warrants were net exercised on a cashless basis, bringing the total Class A common shares outstanding to 14,470,727 as of April 21, 2025. Following this exercise, Alco now owns 9.5% of Banzai's Class A Common Stock. The warrants were originally priced at a premium to market price, with Common Warrants having an exercise price of $4.02 per share.

Positive

• Significant insider investment showing confidence in company
• Warrants exercised at premium to market price ($3.89)
• Strengthening of capital structure
• Strategic investor Alco increases ownership to 9.5%

Negative

• Dilution of existing shareholders by 1,048,920 new shares

SEATTLE, April 22, 2025 (GLOBE NEWSWIRE) -- Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it has issued 1,048,920 shares of common stock to Alco Investment Company (“Alco”), pursuant to an exercise notice for Pre-Funded Warrants received on September 20, 2024 for a purchase price of $3.89.

On September 20, 2024, the Company completed a private placement of securities pursuant to which Alco acquired 282,420 shares of Class A Common Stock for a purchase price of $3.89 per share, Pre-Funded Warrants to purchase up to 1,048,920 shares of Class A Common Stock with an exercise price of $0.0001 per share for a purchase price of $3.89 per Pre-Funded Warrant, and Common Warrants to purchase up to 1,331,340 shares of Class A Common Stock with an exercise price of $4.02 per share. Alco has not sold any shares issued under the private placement.

All Pre-Funded Warrants were net exercised on a cashless basis, resulting in a total number of Class A common shares outstanding of 14,470,727 as of April 21, 2025. Following the exercise, Alco will own 9.5% of the Company’s Class A Common Stock.

“The exercising of these warrants, which originally carried a significant premium to market price, is a highly positive vote of confidence from Alco, one of our key investors and company insiders,” said Joe Davy, Founder and CEO of Banzai. “We are continuing to strengthen our capital structure, and we appreciate the support of our stakeholders who demonstrate their belief in our strategy as we work to achieve long-term success.”

About Banzai

Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. On a mission to help their customers grow, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Customers who use Banzai's product suite include Autodesk, Dell Technologies, New York Life, Thermo Fisher Scientific, Thinkific, and ActiveCampaign, among thousands of others. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
BNZI@mzgroup.us
www.mzgroup.us

Media
Rachel Meyrowitz
Director, Demand Generation, Banzai
media@banzai.io

FAQ

What is the impact of Alco's warrant exercise on BNZI's share structure?

The warrant exercise added 1,048,920 shares to BNZI's Class A Common Stock, bringing total outstanding shares to 14,470,727, with Alco now owning 9.5% of the company.

How many warrants did Alco Investment Company exercise in BNZI?

Alco exercised 1,048,920 Pre-Funded Warrants at $3.89 each, which were converted to shares on a cashless basis.

What was the total value of BNZI warrants exercised by Alco?

The total value of the exercised warrants was approximately $4.08 million (1,048,920 warrants at $3.89 each).

What were the terms of BNZI's September 2024 private placement with Alco?

The placement included 282,420 shares at $3.89/share, 1,048,920 Pre-Funded Warrants at $3.89 each with $0.0001 exercise price, and 1,331,340 Common Warrants at $4.02 exercise price.