Banzai Fully Regains Compliance with Nasdaq Continued Listing Requirements

Rhea-AI Summary

Banzai International (NASDAQ: BNZI) has successfully regained compliance with Nasdaq's continued listing requirements. The company received confirmation from Nasdaq's Hearings Department that it has met the minimum stockholders' equity requirement under Rule 5550(b)(1), ensuring continued listing on The Nasdaq Capital Market.

This development follows an August 6, 2024 notification regarding insufficient market value of listed securities for The Nasdaq Global Market listing. After requesting a hearing, Banzai was granted a phase-down to The Nasdaq Capital Market. The company's recent acquisition of Vidello on January 31, 2025, helped demonstrate compliance with stockholders' equity requirements, leading Nasdaq to close its compliance review.

Positive

• Maintained Nasdaq listing status, avoiding potential delisting
• Successfully completed strategic acquisition of Vidello
• Met minimum stockholders' equity requirement for continued listing

Negative

• Downgraded from Nasdaq Global Market to Nasdaq Capital Market
• Previously failed to meet minimum market value requirements

Insights

Financial Compliance Analyst

The successful resolution of Banzai's Nasdaq compliance issues represents a critical stabilization of the company's market position, albeit with some important nuances. The phase-down from the Nasdaq Global Market to the Capital Market, while maintaining listing status, indicates a strategic compromise to ensure continued access to public markets. This move, though technically a step down in market tier, is far preferable to a potential delisting scenario which could have severely impacted trading liquidity and institutional investor access.

The company's strategic acquisition of Vidello proved instrumental in meeting the stockholders' equity requirement. This demonstrates management's proactive approach to maintaining market compliance through M&A activity rather than through potentially more dilutive financing options. However, investors should note that while compliance has been restored, the underlying market value concerns that triggered the initial notice warrant attention.

The retention of Nasdaq listing status, even on the Capital Market, preserves several important benefits for shareholders:

• Maintained market maker requirements ensuring continued trading liquidity
• Standardized trading and reporting requirements that institutional investors typically require
• Access to a broader pool of potential investors compared to over-the-counter markets
• Enhanced visibility and credibility in the marketplace

The successful navigation of this compliance challenge suggests effective management execution, but investors should monitor the integration of Vidello and its contribution to sustainable equity growth. The focus now shifts to whether the company can leverage this stabilized market position to build fundamental business value and potentially qualify for a return to the Global Market tier in the future.

SEATTLE, Feb. 13, 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 received a notification letter from the Hearings Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has demonstrated compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). The Company’s securities will therefore continue to be listed and traded on The Nasdaq Capital Market.

Banzai previously received a notification letter from the Nasdaq Listing Qualifications Department on August 6, 2024, notifying the Company that its market value of listed securities was below the minimum requirement for continued listing on The Nasdaq Global Market, as outlined in Nasdaq Listing Rule 5450(b)(2)(A). As a result, the Company requested a hearing before a Nasdaq Hearings Panel (the “Panel”). At the hearing, the Company requested a phase-down to The Nasdaq Capital Market. The Panel granted the Company’s request for a phase-down pursuant to an exception to the stockholders’ equity requirement on that market.

Following the Company's recent acquisition of Vidello Limited, which closed on January 31 2025, the Company filed a Form 8-K with the Securities and Exchange Commission, on January 31, 2025, demonstrating that it had regained compliance with the stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. As a result, the Panel determined that the Company had achieved compliance with the stockholders’ equity requirement and determined to close the Nasdaq compliance review. The Company will continue to be traded on The Nasdaq Capital Market under the trading symbol BNZI.

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. Banzai customers include Cisco, New York Life, Hewlett Packard Enterprise, Thermo Fisher Scientific, Thinkific, Doodle 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

When did Banzai (BNZI) regain Nasdaq compliance in 2025?

Banzai regained compliance with Nasdaq listing requirements on February 13, 2025, following the successful acquisition of Vidello on January 31, 2025.

Why was BNZI at risk of Nasdaq delisting in 2024?

BNZI received a notification on August 6, 2024, due to its market value of listed securities falling below the minimum requirement for continued listing on The Nasdaq Global Market.

What exchange is BNZI now listed on after the compliance issue?

BNZI is now listed on The Nasdaq Capital Market, following a phase-down from The Nasdaq Global Market.

How did BNZI resolve its Nasdaq compliance issues?

BNZI resolved its compliance issues through the acquisition of Vidello , which helped meet the stockholders' equity requirement for continued listing on The Nasdaq Capital Market.