Welcome to our dedicated page for Banzai International SEC filings (Ticker: BNZIW), 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.
The Banzai International, Inc. (BNZIW) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Banzai International, Inc. is described as a marketing technology company in the services–prepackaged software sector, operating through its Banzai Operating and OpenReel segments and delivering SaaS tools that use data, analytics, and artificial intelligence for marketing and sales purposes.
Among the filings, a Form 8-K details a Convertible Promissory Note entered into with YA II PN, LTD., a Cayman Islands exempt limited company. This note functions as an advance under a Standby Equity Purchase Agreement (SEPA) and includes provisions on principal, interest, installment payments, and a maturity date. It is also convertible into shares of Banzai International, Inc.’s Class A common stock at a stated conversion price, and the company retains certain redemption rights subject to conditions such as notice periods and comparisons between the stock’s VWAP and the conversion price.
On this page, users can review such 8-K filings along with other forms that may be available for Banzai International, Inc., including registration statements referenced in the 8-K. Stock Titan enhances these documents with AI-powered summaries that explain key terms, highlight important sections, and clarify how items such as convertible notes, equity purchase agreements, and unregistered sales of equity securities may affect the company’s capital structure.
Filings are updated from EDGAR in near real time, allowing investors and researchers to see new disclosures as they appear. Users can quickly locate material agreements, financing arrangements, and other significant events reported by Banzai International, Inc., and rely on AI-generated insights to interpret complex legal and financial language.
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. 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 asking stockholders to approve a reverse stock split of its Class A and Class B common stock at a ratio of up to 1-for-20, with the final ratio and timing left to the Board’s discretion and the ability to abandon the change.
As of the April 6, 2026 record date, Banzai had 17,393,826 Class A and 677,118 Class B shares outstanding, with Class A carrying one vote per share and Class B ten votes. For illustration, a 1-for-20 split would reduce these to approximately 869,692 Class A and 33,856 Class B shares.
The Board states its primary goal is to increase the trading price of Class A shares and help maintain Nasdaq Capital Market listing, while noting the split could reduce liquidity and create odd-lot holdings. A second proposal would allow adjournment of the special meeting to solicit additional proxies if needed.
Banzai International, Inc. is asking stockholders to approve a reverse stock split of its Class A and Class B common stock at a ratio of up to 1-for-20, with the final ratio and timing left to the Board’s discretion and the ability to abandon the change.
As of the April 6, 2026 record date, Banzai had 17,393,826 Class A and 677,118 Class B shares outstanding, with Class A carrying one vote per share and Class B ten votes. For illustration, a 1-for-20 split would reduce these to approximately 869,692 Class A and 33,856 Class B shares.
The Board states its primary goal is to increase the trading price of Class A shares and help maintain Nasdaq Capital Market listing, while noting the split could reduce liquidity and create odd-lot holdings. A second proposal would allow adjournment of the special meeting to solicit additional proxies if needed.
Banzai International, Inc. chief executive officer Joe Davy filed a Schedule 13D reporting beneficial ownership of 677,118 shares of Class B Common Stock, representing 100% of that class. Each Class B share carries ten votes, giving him significant voting control.
On April 6, 2026, he received 446,004 Class B shares as equity compensation. This included 297,336 shares for a performance-based stock grant valued at $250,000, tied to a $15,000,000 market capitalization benchmark, and 148,668 shares issued instead of a $125,000 cash bonus, both priced at $0.841 per share.
Banzai International, Inc. chief executive officer Joe Davy filed a Schedule 13D reporting beneficial ownership of 677,118 shares of Class B Common Stock, representing 100% of that class. Each Class B share carries ten votes, giving him significant voting control.
On April 6, 2026, he received 446,004 Class B shares as equity compensation. This included 297,336 shares for a performance-based stock grant valued at $250,000, tied to a $15,000,000 market capitalization benchmark, and 148,668 shares issued instead of a $125,000 cash bonus, both priced at $0.841 per share.
Davy Joseph P. reported acquisition or exercise transactions in this Form 4 filing.
Banzai International, Inc. reported that Chief Executive Officer Davy Joseph P. received a grant of 446,004 shares of Class B Common Stock as equity compensation. The award was approved by the board under an addendum to an executive compensation decision. Following this grant, he directly holds 677,118 Class B shares. The shares were issued at a stated price of $0.00 per share, reflecting a non-cash compensation award rather than a market purchase.
Davy Joseph P. reported acquisition or exercise transactions in this Form 4 filing.
Banzai International, Inc. reported that Chief Executive Officer Davy Joseph P. received a grant of 446,004 shares of Class B Common Stock as equity compensation. The award was approved by the board under an addendum to an executive compensation decision. Following this grant, he directly holds 677,118 Class B shares. The shares were issued at a stated price of $0.00 per share, reflecting a non-cash compensation award rather than a market purchase.
Banzai International, Inc. is asking stockholders to approve a reverse stock split of its Class A and Class B common stock at a ratio of up to 1-for-20 and a proposal to permit adjournment to solicit additional proxies. The special meeting is scheduled virtually for April 28, 2026 with a record date of April 6, 2026. If approved, the Board may implement the reverse split any time before the one-year anniversary of the meeting; the Board may also abandon or delay the amendment at its discretion. The split will not change authorized shares and fractional results will be rounded up to whole shares as described in the proposed amendment.
Banzai International, Inc. files its annual report outlining a SaaS-based MarTech business built around webinar, video, outreach and newsletter tools such as Demio, OpenReel, Vidello, Boost, Reach and Curate. The company focuses on B2B marketing customers across 90 countries and grows through subscriptions and acquisitions.
Banzai reports significant operating losses of $18.5 million in 2025 and $13.5 million in 2024 and discloses “substantial doubt” about its ability to continue as a going concern, noting it may need additional capital. It highlights recent acquisitions, reverse stock splits to maintain Nasdaq listing, and a non‑binding deal to acquire ConnectAndSell assets, expected to add about $15 million of annual revenue.
Banzai International, Inc. files its annual report outlining a SaaS-based MarTech business built around webinar, video, outreach and newsletter tools such as Demio, OpenReel, Vidello, Boost, Reach and Curate. The company focuses on B2B marketing customers across 90 countries and grows through subscriptions and acquisitions.
Banzai reports significant operating losses of $18.5 million in 2025 and $13.5 million in 2024 and discloses “substantial doubt” about its ability to continue as a going concern, noting it may need additional capital. It highlights recent acquisitions, reverse stock splits to maintain Nasdaq listing, and a non‑binding deal to acquire ConnectAndSell assets, expected to add about $15 million of annual revenue.
Banzai International, Inc. disclosed the initial equity holdings of its Chief Financial Officer, Larry Dean Ditto Jr., in the form of restricted stock units (RSUs). The filing shows RSUs tied to 32,362 shares of Class A common stock and a separate RSU award tied to 136,646 shares.
Each RSU represents the right to receive one share of Class A common stock upon vesting. One RSU grant awarded on August 22, 2025 vests in equal quarterly installments over a year, and 16,181 of those RSUs have vested as of this filing. A second RSU grant awarded on January 1, 2026 also vests quarterly over a year, and none of those RSUs have vested yet.
Banzai International, Inc. disclosed the initial equity holdings of its Chief Financial Officer, Larry Dean Ditto Jr., in the form of restricted stock units (RSUs). The filing shows RSUs tied to 32,362 shares of Class A common stock and a separate RSU award tied to 136,646 shares.
Each RSU represents the right to receive one share of Class A common stock upon vesting. One RSU grant awarded on August 22, 2025 vests in equal quarterly installments over a year, and 16,181 of those RSUs have vested as of this filing. A second RSU grant awarded on January 1, 2026 also vests quarterly over a year, and none of those RSUs have vested yet.
Banzai International, Inc. ownership disclosure: CP BF Lending, LLC reports beneficial ownership of 2,682,074 shares of Class A Common Stock, representing 18.7% of the class based on January 14, 2026 outstanding shares.
The filing states 2,682,070 of these shares are issuable upon conversion of convertible notes maturing on February 19, 2027. The original conversion price was $3.89 per share and was amended on October 10, 2025 to equal 95% of the prior trading-day price with a floor of $2.50.
Banzai International, Inc. ownership disclosure: CP BF Lending, LLC reports beneficial ownership of 2,682,074 shares of Class A Common Stock, representing 18.7% of the class based on January 14, 2026 outstanding shares.
The filing states 2,682,070 of these shares are issuable upon conversion of convertible notes maturing on February 19, 2027. The original conversion price was $3.89 per share and was amended on October 10, 2025 to equal 95% of the prior trading-day price with a floor of $2.50.
Banzai International, Inc. entered into an additional closing of its existing financing, issuing a new senior secured convertible note with an original principal amount of $2,333,333.33 and related warrants on February 13, 2026. The February Note bears a 10.0% original issue discount, accrues interest at 10.0% per annum, matures on February 13, 2027 and is initially convertible at $1.11 per share, subject to a floor price of $0.2540. The company also issued Buyer Warrants to purchase up to 420,420 shares of common stock at an exercise price of $1.11 per share and financial advisor warrants to purchase up to 133,770 shares at $1.3875 per share. Net proceeds from the February Closing were approximately $1,599,168, which Banzai intends to use for general corporate purposes and working capital.
Banzai International, Inc. entered into an additional closing of its existing financing, issuing a new senior secured convertible note with an original principal amount of $2,333,333.33 and related warrants on February 13, 2026. The February Note bears a 10.0% original issue discount, accrues interest at 10.0% per annum, matures on February 13, 2027 and is initially convertible at $1.11 per share, subject to a floor price of $0.2540. The company also issued Buyer Warrants to purchase up to 420,420 shares of common stock at an exercise price of $1.11 per share and financial advisor warrants to purchase up to 133,770 shares at $1.3875 per share. Net proceeds from the February Closing were approximately $1,599,168, which Banzai intends to use for general corporate purposes and working capital.
Banzai International, Inc. director Kent Schofield received an equity grant in the form of restricted stock units. On February 6, 2026, he was granted 52,888 RSUs at a price of $0 per unit. Each RSU represents a contingent right to receive one share of the company’s Class A common stock.
The Board approved this RSU grant on January 15, 2026, and the units are scheduled to vest on January 15, 2027, subject to Mr. Schofield’s continued service on the Board. Following this grant, he directly holds 52,888 derivative securities in the form of RSUs.
Banzai International, Inc. director Kent Schofield received an equity grant in the form of restricted stock units. On February 6, 2026, he was granted 52,888 RSUs at a price of $0 per unit. Each RSU represents a contingent right to receive one share of the company’s Class A common stock.
The Board approved this RSU grant on January 15, 2026, and the units are scheduled to vest on January 15, 2027, subject to Mr. Schofield’s continued service on the Board. Following this grant, he directly holds 52,888 derivative securities in the form of RSUs.