Welcome to our dedicated page for Banzai International SEC filings (Ticker: BNZI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Banzai International filings document the regulatory record for a public MarTech SaaS company with common stock, warrants, secured debt, convertible-note arrangements, and shareholder-approved capital actions. Recent Form 8-K and 8-K/A reports disclose material definitive agreements, note exchanges, forbearance arrangements, private-placement securities, warrants, and amendments affecting the company’s common stock structure.
The company’s proxy statements and voting-result filings cover director elections, auditor appointment matters, special-meeting proposals, and approval of a reverse stock split affecting Class A common stock and Class B common stock. These filings also identify Banzai as a Delaware corporation listed on The Nasdaq Capital Market under BNZI.
Banzai International, Inc. is registering 2,076,842 shares of Class A Common Stock underlying convertible notes on a prospectus supplement to its April 27, 2026 prospectus. The supplement incorporates the Company’s Form 10-Q for the quarter ended March 31, 2026 by reference and updates the prospectus dated April 27, 2026.
The Q1 2026 financials show $0.1 million in cash at March 31, 2026, a net loss of $8.417 million for the three months ended March 31, 2026, and an accumulated deficit of $109.189 million. The Company discloses substantial doubt about its ability to continue as a going concern within one year and states planned equity or debt financings (including the Yorkville SEPA and an ATM) as part of its remediation plans.
Banzai International, Inc. is supplementing its prospectus to register up to 25,000,000 shares of Class A common stock.
The supplement attaches the Company’s Form 10-Q for the quarter ended March 31, 2026 and updates the base prospectus dated April 27, 2026. The 10-Q discloses cash of $137,000, revenue of $2.696M for the three months ended March 31, 2026, and a net loss of $8.417M in the quarter. The filing includes a going concern disclosure noting substantial doubt about the Company’s ability to continue as a going concern within one year absent additional financing. Shares outstanding reported were Class A: 1,422,526 and Class B: 33,856 as of May 14, 2026.
Banzai International reported a weak quarter and raised substantial doubt about its ability to continue as a going concern. Revenue for the three months ended March 31, 2026 was $2,696 thousand, down from $3,379 thousand a year earlier.
The company posted a net loss of $8,417 thousand versus $3,644 thousand, and used $5,501 thousand of cash in operating activities. Cash was only $137 thousand as of March 31, 2026, with an accumulated deficit of about $109,189 thousand.
Management plans to rely on additional debt and equity financings, including the Yorkville SEPA and an at-the-market program, but states these plans are not probable enough to remove going concern uncertainty.
Banzai International, Inc. is implementing a 1-for-20 reverse stock split of its Class A and Class B common stock to raise the share price and help maintain compliance with the Nasdaq Minimum Bid Price Requirement. The split is effective at market open on May 8, 2026, when Class A shares will begin trading on a split-adjusted basis under the symbol BNZI with a new CUSIP number 06682J605.
Every twenty shares of common stock will be combined into one share, reducing Class A common stock outstanding from 22,910,282 shares to approximately 1,145,515 shares, and Class B common stock from 677,118 shares to approximately 33,856 shares. No fractional shares will be issued; any fractional amounts will be rounded up to the nearest whole share. The split also proportionately adjusts stock options and warrants, including both the share amounts and aggregate exercise prices, but is intended to keep each shareholder’s percentage ownership generally unchanged aside from rounding effects.
Banzai International, Inc. exchanged shares of its Class A common stock for reductions in a subordinated secured promissory note and obtained a temporary forbearance from its lender. The company first issued 232,786 shares valued at $1.22 per share, or $284,000, to cut the note balance, while also agreeing to a $628,057.50 forbearance fee that increased principal.
Between January 27 and April 29, 2026, Banzai entered six similar exchange agreements, issuing an additional 1,466,501 shares of common stock for further note reductions, bringing the outstanding balance to $819,432.50. The 1,466,501 shares represented about 7.4% of common stock outstanding as of April 29, 2026. The forbearance runs until March 30, 2026, or earlier upon a defined default and covers certain potential events of default under the note.
Banzai International, Inc. reported that shareholders approved a reverse stock split and the board set the ratio at 1-for-20 for both Class A and Class B common stock. The proposal received 9,199,546 votes for, 556,612 against and 37,584 abstentions.
As of April 27, 2026, there were 19,902,346 Class A shares and 677,118 Class B shares outstanding. After the reverse split, the company expects approximately 995,118 Class A shares and 33,856 Class B shares outstanding. The reverse split is expected to be effective as of May 8, 2026 under Nasdaq listing rules.
Banzai International, Inc. is registering 2,076,842 shares of Class A Common Stock for resale by selling securityholders; these shares are issuable upon conversion of convertible notes (the “2024 CP BF Convertible Note”). The company will not receive proceeds from sales by the selling securityholders and is registering the shares pursuant to the selling securityholders’ registration rights.
The prospectus states 18,492,103 shares outstanding as of April 14, 2026 and discloses the convertible note balance tied to the registered shares as $4,725,921 (issued October 2025). The registration permits resale by the holders publicly or privately and notes potential market pressure from substantial resales.
Banzai International, Inc. is registering up to 25,000,000 shares of Class A Common Stock for resale by a selling securityholder pursuant to shares issuable under its SEPA. The company will not receive proceeds from these resales and remains responsible only for registration expenses. The filing notes 18,790,422 shares of Class A Common Stock outstanding as of April 17, 2026. The SEPA (standby equity purchase agreement) and prior SEPA registration statements are described, including past Advance Notices, conversions, and the conditions and pricing mechanics (VWAP-based pricing options, Floor Price, and beneficial ownership limits). The prospectus highlights risks including a going concern statement, potential dilution from conversions and Advances under the SEPA, and Nasdaq listing risk.