Banzai is Pleased to Announce Effectiveness of its Form S-1 Registration Statement
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Insights
The SEC's approval of Banzai International's Form S-1 is a pivotal step for the company's financing strategy. Access to the Standby Equity Purchase Agreement (SEPA) with Yorkville Advisors equips Banzai with a significant capital infusion potential of up to $100 million. This capital can be strategically deployed towards acquisitions and investments that are integral to the company's 'Profitable Growth strategy' for 2024.
Investors should note the conditional nature of the agreement, which includes the repayment of pre-paid advances and other undisclosed terms. The ability to satisfy these conditions will be crucial for Banzai to leverage the SEPA effectively. The timing and completion of share sales under this agreement will likely influence Banzai's stock liquidity and could potentially dilute existing shareholders' equity, which is an important consideration for current and prospective investors.
The marketing technology sector is highly competitive and dynamic, with a constant need for innovation and customer acquisition strategies. Banzai's plan to use the capital for strategic acquisitions suggests an aggressive growth posture. This move could potentially expand Banzai's market share and enhance its product offerings, thereby increasing its competitive edge.
However, the execution of this strategy will be key to its success. Investors should evaluate Banzai's track record and expertise in integrating acquisitions and realizing synergies. The company's ability to make 'critical investments' as mentioned by CEO Joe Davy, particularly in a technology-driven industry, will be essential for sustaining long-term growth and profitability.
The legal implications of the SEC's declaration and the terms of the SEPA must be carefully considered. The effectiveness of the S-1 registration allows Banzai to proceed with the equity sales, but it also subjects the company to rigorous ongoing reporting requirements. Compliance with these requirements is non-negotiable and will demand transparency and accountability from the company's management.
Moreover, the legal stipulations within the SEPA, including the obligation to repay pre-paid advances, could have material impacts on the company's financials. Stakeholders should be aware of the legal intricacies that could affect the timing and extent to which Banzai can utilize the SEPA, as these factors will directly influence the company's financial agility and strategic execution.
SEATTLE, Feb. 15, 2024 (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 the Securities and Exchange Commission ("SEC") has declared the Company's registration statement on Form S-1 (Registration No. 333-276307) effective as of 5:00 PM ET on February 14, 2024.
The effectiveness of the S-1 brings Banzai one step closer to accessing capital under the Yorkville Advisors Standby Equity Purchase Agreement (SEPA), which provides the Company the option to sell to Yorkville up to
Commented Banzai’s Founder and CEO, Joe Davy, “Financing under the SEPA, once available, will support Banzai’s ability to execute on our planned acquisitions and make other critical investments supporting our 2024 Profitable Growth strategy.”
About Banzai
Banzai is a marketing technology company that provides essential marketing and sales solutions for businesses of all sizes. On a mission to help their customers achieve their mission, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Banzai customers include Square, 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
Certain statements included in this press release are forward-looking statements within the meaning of “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to statements regarding the receipt of proceeds under the SEPA, the ability to sell shares under the SEPA, the satisfaction or waiver of terms and conditions included in the SEPA, the use of any proceeds received under the SEPA, estimates and forecasts of, financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches or success, ability to accelerate Banzai’s go-to-market strategy and capitalize on commercial opportunities, and the potential success of Banzai’s go-to-market strategy. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Banzai’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as,and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are subject to a number of risks and uncertainties, including: the failure to satisfy conditions to the sale of shares, and thus to receive proceeds, under the SEPA; the failure to raise proceeds necessary to execute on Banzai’s acquisition plan and growth strategy; the failure to enter into definitive agreements with, or complete the acquisition of, proposed acquisition targets; the failure to maintain Nasdaq listing of Banzai’s securities; changes in domestic and foreign business, market, financial, political and legal conditions; uncertainty of the projected financial information with respect to Banzai; Banzai’s ability to successfully and timely develop, sell and expand its technology and products, and otherwise implement its growth strategy; risks relating to Banzai’s operations and business, including information technology and cybersecurity risks, loss of customers and deterioration in relationships between Banzai and its employees; increased competition; potential disruption of current plans, operations and infrastructure of Banzai as a result of operating as a new public company; difficulties managing growth and expanding operations; the impact of geopolitical, macroeconomic and market conditions; the ability to successfully select, execute or integrate future acquisitions into the business, which could result in material adverse effects to operations and financial conditions; and those factors discussed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, the registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") initially filed on August 31, 2023, and the definitive proxy statement / prospectus contained therein, in each case, under the heading "Risk Factors," and other documents of Banzai filed, or to be filed, with the Securities and Exchange Commission. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements reflect Banzai’s expectations, plans or forecasts of future events and views as of the date of this press release. Banzai anticipates that subsequent events and developments will cause Banzai’s assessments to change. However, while Banzai may elect to update these forward-looking statements at some point in the future, Banzai specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Banzai’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts:
Investors
Ralf Esper
Gateway Group
949-574-3860
bnzi@gateway-grp.com
Media
Raven Carpenter
BLASTmedia
banzai@blastmedia.com
FAQ
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