Summary of Banzai International Conference Call Company Overview - **Company Name**: Banzai International Inc. - **Ticker**: BNZI - **Industry**: Marketing Technology - **Business Model**: AI-enabled marketing and sales solutions, primarily through a SaaS (Software as a Service) model [3][9] Core Points and Arguments - **Market Growth**: The marketing technology market is experiencing significant growth, with expectations that AI will increasingly impact marketers globally [10] - **Consolidation Opportunity**: There is a need for consolidation of over 120 tools currently used by marketers, leading to messy customer experiences. Banzai aims to streamline these tools into a single platform [11] - **Key Areas of Focus**: Banzai focuses on four key areas: attracting leads, engaging leads, gathering information, and providing intelligence for marketing campaigns [11] - **Q2 Financial Highlights**: - Revenue increased by **206% year-over-year**, reaching **$3.3 million** [10][16] - Gross profit increased by **$2.7 million** with a gross margin improvement of **1,400 basis points**, reaching **83%** [10][16] - Annual recurring revenue rose significantly from **$4.5 million to $12.6 million** [16] - Cash balance increased substantially [12][16] Strategic Priorities for 2025 - **Debt Reduction**: A decrease in liabilities and other debt by **$32.7 million** [12] - **M&A Activity**: Continued focus on mergers and acquisitions to enhance growth [12][15] - **Organic Growth**: Strengthening the leadership team to support business scaling [12] - **Product Development**: Plans to consolidate and expand the product lineup, with nine products currently available [13] Customer Base and Market Position - **Customer Expansion**: Increased customer base from **90,000 to 140,000**, including notable enterprise clients like Cisco, Adobe, and RBC Capital Markets [14][20] - **Flywheel Effect**: The strategy focuses on creating a flywheel effect to drive customer loyalty, leading to increased usage, data integration, and enhanced AI capabilities [14][15] Additional Insights - **Product-Led Growth (PLG) Model**: Many products can be purchased directly online, allowing smaller customers to become significant accounts over time [20] - **Leadership Changes**: New key hires, including CFO Dean Ditto and Chief Revenue Officer Michael Kurtzman, are expected to make a positive impact on the company [12][19] This summary encapsulates the key points discussed during the Banzai International conference call, highlighting the company's growth, strategic priorities, and market positioning.

Core Points - Banzai International, Inc. will present at the Emerging Growth Conference on September 24, 2025, at 3:40 p.m. Eastern Time [1][2] - The company provides AI-enabled marketing and sales solutions for businesses of all sizes, aiming to help customers grow by effectively targeting, engaging, and measuring both new and existing customers [4] - Banzai has over 140,000 customers, including notable companies such as RBC, Dell Technologies, and New York Life [4] Event Details - The Emerging Growth Conference will take place on September 24, 2025, at 3:40 p.m. Eastern Time [2] - A webcast of the presentation will be available on the company's investor relations website [2] Investor Relations - For one-on-one investor meetings, interested parties can contact their Emerging Growth Conference representative or email MZ Group [3] - Chris Tyson serves as the Executive Vice President for MZ Group, which handles investor relations for Banzai [6]

Core Viewpoint - Banzai International, Inc. has made significant progress in debt repayment, enhancing its financial position and shareholder equity, which positions the company for sustainable profitability and future growth initiatives [1][3]. Debt Repayment Progress - The company has repaid approximately $10.7 million of outstanding debt obligations year to date through August 31, 2025, and a total of $32.7 million since September 2024 [1][2]. - The debt repayment is part of a $24.8 million debt payoff and restructuring agreement announced on September 24, 2024 [2]. Financial Improvements - Banzai has reported a $35 million year-over-year improvement in stockholders' equity, reaching a positive $3.2 million as of June 30, 2025 [3]. - The ongoing debt elimination efforts are expected to continue improving the company's financial strength, balance sheet, and flexibility [3]. Company Overview - Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes, with over 140,000 customers including notable companies like RBC, Dell Technologies, and New York Life [4].

Company Overview - Banzai International, Inc. is a leading marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes [3] - The company has over 140,000 customers, including notable names such as RBC, Dell Technologies, New York Life, Thermo Fisher Scientific, Thinkific, and ActiveCampaign [3] Conference Participation - Joe Davy, the Founder and CEO of Banzai, will present at the H.C. Wainwright 27th Annual Global Investment Conference from September 8-11, 2025, at the Lotte New York Palace Hotel in New York City [1][2] - The presentation will be available to conference attendees on demand starting at 7:00 a.m. Eastern Time on September 8, 2025 [2] Investor Relations - For investor inquiries, Chris Tyson, Executive Vice President at MZ Group, can be contacted at 949-491-8235 or via email at BNZI@mzgroup.us [4]

Financial Data and Key Metrics Changes - Total revenue for Q2 2025 was $3.3 million, a significant increase from $1.1 million in Q2 2024, representing a 200% year-over-year growth [17] - Gross profit for Q2 2025 was $2.7 million, up from $0.7 million in Q2 2024, marking a 267% increase [7][17] - Gross margin improved to 83% in Q2 2025, an increase of 1,390 basis points compared to 69.1% in Q2 2024 [18] - Annual recurring revenue (ARR) reached $12.6 million in Q2 2025, a 182% increase from $4.5 million in Q2 2024 [7][17] - Net loss for Q2 2025 was $7.8 million, compared to a net loss of $4 million in Q2 2024 [18] Business Line Data and Key Metrics Changes - The company reported substantial growth driven by its subsidiaries, Vidello and OpenReal, contributing to the overall revenue increase [6] - The operational momentum was highlighted by the strong performance of the product suite, particularly in the AI-powered marketing solutions [6] Market Data and Key Metrics Changes - The global Martech market is expanding rapidly due to digital transformation and demand for personalized experiences, which the company aims to capitalize on [5] - The customer base expanded to over 140,000, including major clients like RBC Capital Markets, Cisco, and Adobe, indicating strong market penetration [12] Company Strategy and Development Direction - The company is focused on a dual strategy of organic growth and acquisitions, targeting key areas such as lead attraction, engagement, tracking, and intelligence [6][9] - The leadership team has been strengthened with the appointment of experienced executives to drive growth and operational efficiency [8][11] - The company aims to increase product capabilities through strategic acquisitions while also focusing on organic growth to reach $50 million in ARR within three years [32][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the operational position and cash flow improvements, emphasizing the importance of reducing capital costs over merely cutting operating expenses [22][29] - The leadership is optimistic about the potential for sequential revenue growth driven by the new team and improved sales processes [26][27] Other Important Information - The company secured an $11 million debt facility to support acquisitions and ongoing operations, enhancing its financial flexibility [7] - The focus remains on targeting mid-market and enterprise segments while also supporting small business customers [12] Q&A Session Summary Question: What is your sales cycle for mid-market and enterprise customers? - The sales cycle varies, with mid-market sales typically between 30 to 60 days, while larger deals may take over a year to close [24][25] Question: Will you be able to continue reducing operating expenses sequentially over the next few quarters? - Management indicated a focus on reducing capital costs rather than operating expenses, with opportunities for efficiency improvements identified [28][30] Question: What is ARR growth normalized for each acquisition? - The target for ARR growth is in the 20% to 30% range over the next year, with potential for outperformance depending on acquisitions [31] Question: Can there be development and profitability with the urgent time? - Management believes slight improvements in adjusted EBITDA could lead to positive cash flow, with ongoing efforts to explore options for profitability [34] Question: How do you drive revenue up significantly? - The company is focused on customer expansion through cross-sales and upgrades, with a strategy to increase revenue from existing customers over time [41][48]

Financial Performance - Q2 2025 revenue reached $3.3 million, a 205% increase year-over-year compared to $1.1 million in Q2 2024[20] - Gross profit for Q2 2025 was $2.7 million, a 267% increase year-over-year compared to $0.7 million in Q2 2024[20] - Gross margin expanded significantly to 83.0% in Q2 2025, a 1,390 basis points increase from 69.1% in Q2 2024[20] - Annual Recurring Revenue (ARR) reached $12.6 million, representing a 182% increase year-over-year[21, 30] - The company's cash balance increased to $2.3 million[21, 33] - Stockholder's Equity increased to $3.2 million[21, 33] Strategic Initiatives - Secured an $11 million debt facility with an institutional investor to support acquisitions and operations[21, 33] - Expanded customer base to over 140,000 total customers[21, 23, 33] - The global MarTech market is projected to reach $1.7 trillion by 2032, with a forecasted CAGR of 18.5% from 2022-2032[15]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents Banzai International, Inc.'s unaudited condensed consolidated financial statements and comprehensive notes detailing financial disclosures [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20(Unaudited)%20and%20December%2031%2C%202024) Balance sheets show significant asset growth and a shift from stockholders' deficit to positive equity by June 30, 2025 | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------------------------------------------------------- | :------------------------ | :------------------ | | **ASSETS** | | | | Cash | $2,253,903 | $1,087,497 | | Total current assets | $3,820,898 | $2,667,492 | | Intangible assets, net | $8,635,827 | $3,883,853 | | Goodwill | $21,991,721 | $18,972,475 | | Total assets | $34,675,878 | $25,674,078 | | **LIABILITIES AND STOCKHOLDERS' DEFICIT** | | | | Total current liabilities | $30,244,142 | $28,260,148 | | Total liabilities | $31,517,499 | $28,437,880 | | Stockholders' equity (deficit) | $3,158,379 | $(2,763,802) | | Total liabilities and stockholders' equity (deficit) | $34,675,878 | $25,674,078 | [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Revenue and gross profit grew substantially, but increased operating and other expenses led to higher net losses | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $3,262,250 | $1,068,197 | $6,641,333 | $2,147,669 | | Cost of revenue | $554,515 | $330,008 | $1,160,514 | $711,388 | | Gross profit | $2,707,735 | $738,189 | $5,480,819 | $1,436,281 | | Total operating expenses | $7,413,349 | $4,110,495 | $15,093,128 | $8,210,847 | | Operating loss | $(4,705,614) | $(3,372,306) | $(9,612,309) | $(6,774,566) | | Total other expenses, net | $3,319,111 | $576,398 | $1,982,364 | $1,465,202 | | Net loss | $(7,793,756) | $(3,955,328) | $(11,437,235) | $(8,245,459) | | Net loss per share (Basic and diluted) | $(4.08) | $(14.09) | $(7.24) | $(30.43) | | Weighted average common shares outstanding (Basic and diluted) | 1,911,276 | 280,675 | 1,578,814 | 270,940 | [Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Stockholders' equity shifted from a $2.76 million deficit to a $3.16 million positive balance, driven by share issuances despite net losses | Metric | Balance December 31, 2024 | Balance June 30, 2025 | | :-------------------------------- | :------------------------ | :-------------------- | | Common Stock Amount | $80 | $245 | | Additional Paid-in Capital | $75,515,831 | $92,875,082 | | Accumulated Deficit | $(78,279,713) | $(89,716,948) | | Total Stockholders' Equity (Deficit) | $(2,763,802) | $3,158,379 | - Issuance of shares to Yorkville under the SEPA agreement contributed **$7,071,606** and **$6,521,147** to equity during the six months ended June 30, 2025[12](index=12&type=chunk) - Shares issued for Vidello acquisition added **$1,661,677** to equity during the six months ended June 30, 2025[12](index=12&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Net cash increased, primarily from financing activities, offsetting substantial cash used in operations and investing | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(9,022,726) | $(3,812,695) | | Net cash used in investing activities | $(2,677,480) | $0 | | Net cash provided by financing activities | $12,866,612 | $2,190,724 | | Net increase (decrease) in cash | $1,166,406 | $(1,621,971) | | Cash at end of period | $2,253,903 | $471,747 | - Key non-cash investing and financing activities for the six months ended June 30, 2025, included consideration transferred for the acquisition of Vidello (**$1,661,677**) and assets acquired in the acquisition of Vidello (**$8,393,172**)[17](index=17&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail financial position, performance, and cash flows, covering accounting policies, acquisitions, debt, equity, and segment reporting [1. Organization](index=9&type=section&id=1.%20Organization) Banzai, a Delaware-incorporated enterprise SaaS platform, underwent reverse stock splits and operates as an emerging growth company - Banzai International, Inc. was incorporated in Delaware on September 30, 2015, and operates as a leading enterprise SaaS Video Engagement platform[19](index=19&type=chunk) - The company effected a **1-for-50 reverse stock split** on Class A Common Stock on September 19, 2024, and a **1-for-10 reverse stock split** on both Class A and Class B Common Stock effective July 8, 2025[20](index=20&type=chunk)[21](index=21&type=chunk) - Banzai is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[23](index=23&type=chunk)[24](index=24&type=chunk) [2. Going Concern](index=9&type=section&id=2.%20Going%20Concern) Recurring losses and accumulated deficit raise substantial doubt about Banzai's ability to continue as a going concern without further financing - As of June 30, 2025, Banzai had cash of approximately **$2.3 million** and an accumulated deficit of approximately **$89.7 million**, having used **$9.0 million** in cash for operating activities during the six months ended June 30, 2025[25](index=25&type=chunk) - These factors raise substantial doubt about the Company's ability to continue as a going concern within one year[25](index=25&type=chunk) - The company plans to obtain future debt and equity financings (Yorkville SEPA) but cannot guarantee success, which may require reducing spending or securing financing on unfavorable terms[27](index=27&type=chunk) [3. Summary of Significant Accounting Policies](index=11&type=section&id=3.%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines Banzai's key accounting policies, including interim financial statements, intangible assets, warrant liabilities, loss per share, and fair value options - The unaudited condensed consolidated financial statements are prepared in conformity with GAAP and SEC regulations for interim financial information[29](index=29&type=chunk) Intangible Assets, Net | Intangible Asset | Estimated Useful Life (years) | June 30, 2025 Fair Value, Net | | :----------------------- | :---------------------------- | :---------------------------- | | Customer relationships | 6 - 7 | $1,139,710 | | Trade name | 10 - 15 | $1,635,600 | | Technology | 6 - 8 | $6,425,010 | | Total | | $9,200,320 | | Less: Accumulated amortization | | $(564,493) | | Intangible assets, net | | $8,635,827 | - Warrant liabilities (Public Warrants and GEM Warrants) are recognized as derivative liabilities at fair value, with changes in fair value recognized in the consolidated statements of operations[33](index=33&type=chunk)[35](index=35&type=chunk) - The company elected the fair value option for Bridge Notes and Private Placement Convertible Notes to align accounting and reduce operational effort for embedded features[41](index=41&type=chunk) - Basic and diluted net loss per share are the same due to the company's net loss position, with various securities excluded as anti-dilutive[37](index=37&type=chunk)[39](index=39&type=chunk) [4. Acquisition of Vidello](index=16&type=section&id=4.%20Acquisition%20of%20Vidello) Banzai acquired Vidello Limited for $2.75 million cash and shares, enhancing revenue and market position, resulting in $3.02 million goodwill - Banzai acquired Vidello Limited on January 31, 2025, to enhance revenue growth and strengthen its competitive market position through cross-selling opportunities[50](index=50&type=chunk) Consideration Transferred for Vidello Acquisition | Consideration Transferred | Amount | | :-------------------------- | :------------- | | Cash paid at closing | $2,745,031 | | Common stock issued | $1,661,677 | | Fair value of Holdback Amount | $1,861,039 | | Total consideration paid | $6,267,747 | Assets Acquired / Liabilities Assumed in Vidello Acquisition | Assets Acquired / Liabilities Assumed | Amount | | :------------------------------------ | :------------- | | Total identifiable net assets | $3,248,501 | | Goodwill recorded | $3,019,246 | | Total consideration | $6,267,747 | - Vidello contributed approximately **$163 thousand** and **$484 thousand** to net income for the three and six months ended June 30, 2025, respectively[57](index=57&type=chunk) [5. Related Party Transactions](index=19&type=section&id=5.%20Related%20Party%20Transactions) Related party transactions include assumed liabilities, promissory and convertible notes, a debt restructuring, and a CEO advance - Banzai assumed a **$67,118** liability from 7GC's sponsor upon the Merger's closing, which remains outstanding as of June 30, 2025[60](index=60&type=chunk) - The company entered into a debt restructuring agreement with CP BF on September 5, 2024, consolidating existing debt into a new convertible note and issuing equity for debt reduction[62](index=62&type=chunk) - The CEO of the Company loaned Banzai **$100,000** on September 12, 2024, which is non-interest bearing and remains outstanding[63](index=63&type=chunk) [6. Revenue](index=19&type=section&id=6.%20Revenue) Revenue is recognized over time from video engagement solutions, disaggregated by region, with Americas as the largest contributor - Revenue is recognized over time as performance obligations are satisfied, reflecting the transfer of control of services to the customer[65](index=65&type=chunk) - The company's products include Demio (webinars/virtual events), Reach (audience acquisition, being phased out), OpenReel (subscription-based SaaS for video projects), and Vidello (video hosting/marketing platform)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[73](index=73&type=chunk) Revenue by Geographic Region | Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Americas | $2,525,013 (77%) | $587,712 (55%) | $5,137,057 (77%) | $1,170,539 (55%) | | Europe, Middle East and Africa (EMEA) | $555,651 (17%) | $360,666 (34%) | $1,112,122 (17%) | $746,916 (34%) | | Asia Pacific | $181,586 (6%) | $119,819 (11%) | $392,154 (6%) | $230,214 (11%) | | Total | $3,262,250 (100%) | $1,068,197 (100%) | $6,641,333 (100%) | $2,147,669 (100%) | - Capitalized sales commissions, amortized over the contract term, were **$52,616** at June 30, 2025, up from **$31,504** at December 31, 2024[79](index=79&type=chunk)[80](index=80&type=chunk) [7. Fair Value Measurements](index=25&type=section&id=7.%20Fair%20Value%20Measurements) Banzai uses a three-level fair value hierarchy, with most instruments classified as Level 3 due to unobservable inputs, impacting operations - The company uses a three-level hierarchy for fair value measurements, with Level 3 measurements representing unobservable inputs for instruments like convertible notes, warrant liabilities, and bifurcated embedded derivatives[43](index=43&type=chunk)[44](index=44&type=chunk)[82](index=82&type=chunk) Fair Value Measurements by Level | Description | Level | June 30, 2025 | December 31, 2024 | | :---------------------------------------------------- | :---- | :-------------- | :------------------ | | Bifurcated embedded derivative asset - related party | 3 | $1,000 | $63,000 | | Definite-lived intangibles** | 3 | $8,635,827 | $3,883,853 | | Goodwill** | 3 | $21,991,721 | $18,972,475 | | Warrant liabilities - public | 1 | $4,600 | $2,300 | | GEM warrant liabilities | 3 | $3,000 | $15,000 | | Agile term notes | 3 | $4,131,000 | $3,143,000 | | 1800 Diagonal convertible notes | 3 | $530,000 | $432,000 | | Private Placement Convertible Notes | 3 | $2,676,000 | $0 | | Private Placement Warrants | 3 | $361,000 | $0 | - For the six months ended June 30, 2025, the company recognized a loss of approximately **$238,000** from changes in the fair value of Yorkville convertible notes and a loss of **$361,000** on the issuance of Private Placement Warrants[92](index=92&type=chunk)[105](index=105&type=chunk) [8. Property and Equipment](index=31&type=section&id=8.%20Property%20and%20Equipment) Net property and equipment increased to $10,703 by June 30, 2025, with $2,210 in depreciation expense for the six-month period Property and Equipment, Net | Metric | June 30, 2025 | December 31, 2024 | | :------------------------ | :-------------- | :------------------ | | Computers and equipment | $43,848 | $34,474 | | Less: accumulated depreciation | $(33,145) | $(30,935) | | Property and equipment, net | $10,703 | $3,539 | - Depreciation expense for the six months ended June 30, 2025, was **$2,210**, compared to **$2,825** for the same period in 2024[106](index=106&type=chunk) [9. Prepaid Expenses and Other Current Assets](index=32&type=section&id=9.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) Prepaid expenses and other current assets increased to $757,513, driven by higher prepaid insurance and employee receivables Prepaid Expenses and Other Current Assets | Category | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :-------------- | :------------------ | | Prepaid insurance costs | $235,451 | $130,345 | | Service trade | $177,055 | $239,041 | | Prepaid software costs | $129,168 | $59,855 | | Prepaid commissions | $52,616 | $31,504 | | Employee receivable | $113,567 | $800 | | Total prepaid expenses and other current assets | $757,513 | $643,674 | [10. Goodwill](index=32&type=section&id=10.%20Goodwill) Goodwill increased to $21.99 million due to the Vidello acquisition, with a $2.7 million impairment identified for OpenReel Goodwill by Segment | Segment | Goodwill - December 31, 2024 | Additions to goodwill (Note 4) | Goodwill - June 30, 2025 | | :---------------- | :--------------------------- | :----------------------------- | :----------------------- | | Banzai Operating Co. | $2,171,526 | $3,019,246 | $2,171,526 | | Vidello | $0 | $0 | $3,019,246 | | OpenReel | $16,800,949 | $0 | $16,800,949 | | Consolidated | $18,972,475 | $3,019,246 | $21,991,721 | - As of December 31, 2024, an impairment of **$2.7 million** was identified for the OpenReel reporting unit, as its carrying value exceeded its fair value[109](index=109&type=chunk) [11. Accrued Expenses and Other Current Liabilities](index=33&type=section&id=11.%20Accrued%20Expenses%20and%20Other%20Current%20Liabilities) Accrued expenses and other current liabilities rose to $4.41 million, driven by tax provisions, payroll, and sales tax increases Accrued Expenses and Other Current Liabilities | Category | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :------------------ | | Accrued accounting and professional services costs | $2,294,770 | $2,419,829 | | Provision for tax payable | $539,339 | $0 | | Sales tax payable | $532,350 | $452,508 | | Accrued legal costs | $154,150 | $315,764 | | Accrued payroll and benefit costs | $353,128 | $207,970 | | Total accrued expenses and other current liabilities | $4,405,626 | $3,891,018 | [12. Deferred Revenue](index=33&type=section&id=12.%20Deferred%20Revenue) Deferred revenue increased to $4.21 million, with $2.87 million recognized from prior year and $1.92 million from current year Deferred Revenue | Metric | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Deferred revenue, beginning of period | $3,934,627 | $1,214,096 | | Billings | $4,628,355 | $4,362,730 | | Revenue recognized (prior year deferred revenue) | $(2,867,837) | $(1,214,096) | | Revenue recognized (current year deferred revenue) | $(1,923,747) | $(3,091,333) | | Vidello deferred revenue - short-term | $324,449 | $0 | | Deferred revenue - short-term, end of period | $4,095,847 | $3,934,627 | | Deferred revenue - long-term, end of period | $115,725 | $0 | | Total deferred revenue, end of period | $4,211,572 | $3,934,627 | [13. Debt](index=33&type=section&id=13.%20Debt) Banzai's debt portfolio includes various convertible and term notes, with significant restructuring, repayments, and new issuances impacting fair value - The GEM Promissory Note, initially **$1.0 million**, was fully satisfied by June 30, 2025, through cash payments (**$215,057**) and issuance of **19,000 Class A Common Stock**[114](index=114&type=chunk)[116](index=116&type=chunk) - Yorkville Convertible Notes, totaling **$3.5 million** in principal, were fully repaid by June 30, 2025, with payments of approximately **$3.64 million**, including **$140,000** in payment premiums[131](index=131&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) - The 2024 CP BF Convertible Note, with a principal of **$10.76 million**, was issued as part of a debt restructuring, resulting in a **$6.53 million** loss on debt extinguishment. Its carrying value was **$8.43 million** at June 30, 2025[143](index=143&type=chunk)[144](index=144&type=chunk)[151](index=151&type=chunk) - Agile Term Notes, including new issuances in March and June 2025, led to a **$1.77 million** loss on debt extinguishment in March 2025. Their fair value was **$4.13 million** at June 30, 2025[157](index=157&type=chunk)[158](index=158&type=chunk)[165](index=165&type=chunk) - 1800 Diagonal Notes, with multiple issuances in 2025, had a fair value of **$530,000** at June 30, 2025, and accrued interest of **$97,176**[173](index=173&type=chunk)[177](index=177&type=chunk) - A Private Placement Offering with 3i, LP on June 27, 2025, involved **$11.0 million** in senior secured convertible notes, with **$2.2 million** drawn and **$1.725 million** in net proceeds received by June 30, 2025[178](index=178&type=chunk)[180](index=180&type=chunk)[186](index=186&type=chunk) [14. Warrant Liabilities](index=50&type=section&id=14.%20Warrant%20Liabilities) Warrant liabilities (Public, GEM, Private Placement) are derivative liabilities measured at fair value, with changes recognized in earnings - Public Warrants, exercisable into **23,000 shares** of Class A Common Stock, are measured at fair value based on their listed market price, with a fair value of **$4,600** at June 30, 2025[86](index=86&type=chunk)[88](index=88&type=chunk)[187](index=187&type=chunk) - GEM Warrants, granting the right to purchase **1,657 shares**, are measured using a Monte Carlo simulation due to non-indexed features, with a fair value of **$3,000** at June 30, 2025[90](index=90&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk) - Private Placement Warrants (Buyer Warrants and Financial Advisor Warrants) were issued on June 27, 2025, with a fair value of **$361,000** at June 30, 2025, and are also valued using a Monte Carlo simulation due to variable price and change of control features[104](index=104&type=chunk)[198](index=198&type=chunk)[202](index=202&type=chunk)[204](index=204&type=chunk) [15. Commitments and Contingencies](index=56&type=section&id=15.%20Commitments%20and%20Contingencies) Commitments include operating leases and debt repayment agreements, resulting in settlement gains and Act-On merger termination fees Operating Lease Commitments | Year Ending December 31, | Undiscounted Cash Flows | | :----------------------- | :---------------------- | | Remainder of 2025 | $14,375 | | 2026 | $29,466 | | 2027 | $25,167 | | Total undiscounted cash flows | $69,008 | | Present value of lease liabilities | $61,664 | - The company recognized a gain on settlement of approximately **$1.1 million** with Cooley LLP and approximately **$3.2 million** with Sidley Austin LLP for previously provided legal services, as all required payments were made by June 30, 2025[216](index=216&type=chunk)[218](index=218&type=chunk) - Banzai paid approximately **$1.38 million** in termination fees to Act-On Software, Inc. by June 30, 2025, following the termination of their merger agreement[222](index=222&type=chunk) - The company is subject to possible loss contingencies from third-party litigation and regulatory matters but does not currently possess sufficient information to determine a range of reasonably possible liability for early-stage cases[223](index=223&type=chunk) [16. Equity](index=61&type=section&id=16.%20Equity) Equity includes Class A and B Common Stock and preferred stock, with significant issuances under SEPA, for acquisitions, and other financing - Banzai is authorized to issue **275,000,000 shares** of common stock (**250,000,000 Class A** and **25,000,000 Class B**) and **75,000,000 shares** of preferred stock[224](index=224&type=chunk)[227](index=227&type=chunk) - As of June 30, 2025, **2,478,587 shares** of common stock were outstanding (**2,247,473 Class A** and **231,114 Class B**)[226](index=226&type=chunk) - Under the Yorkville SEPA, Banzai issued Advance Notices for the purchase of **501,000 shares** (Option 1) and **763,680 shares** (Option 2) of Class A common stock during the six months ended June 30, 2025, generating approximately **$4.26 million** and **$8.61 million** in proceeds, respectively[234](index=234&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk) - Shares were issued for various purposes, including business advisory services to Hudson (**$232,500** and **$400,000**), partial settlement of debt to Verista (**$49,800**), Vidello acquisition (**$1,661,677**), RSU exercises (**77,452 shares**), and a private placement (**$330,000** gross proceeds)[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) [17. Stock-Based Compensation](index=65&type=section&id=17.%20Stock-Based%20Compensation) Banzai's stock-based compensation plans granted options and RSUs, resulting in $50,052 for options and $1,042,639 for RSUs expense - The 2023 Employee Stock Purchase Plan and 2023 Equity Incentive Plan allow for the purchase and granting of common stock, with **26,039 shares** and **695,748 stock options** remaining available, respectively, as of June 30, 2025[244](index=244&type=chunk)[245](index=245&type=chunk) Stock-Based Compensation Expense | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Stock-based compensation expense (Stock Options) | $50,052 | $37,311 | | Weighted-average grant-date fair value per option | $12 | $85 | | Unrecognized compensation expense (Stock Options) | $270,624 | $1,262,655 | | Stock-based compensation expense (RSUs) | $1,042,639 | $208,178 | | Unrecognized compensation cost (RSUs) | $2,335,545 | $263,144 | [18. Income Taxes](index=69&type=section&id=18.%20Income%20Taxes) Banzai reported a $157 thousand income tax benefit from Vidello's UK operations, with no US benefit due to net losses and valuation allowance - The worldwide effective tax rate for the three months ended June 30, 2025, is **2.88%**, driven by Vidello's operations in England and Wales (**25% statutory corporate tax rate**)[251](index=251&type=chunk) - No U.S. federal or state income taxes are expected or recorded due to the company's history of net losses and a full valuation allowance on deferred tax assets in the U.S. taxing jurisdiction[251](index=251&type=chunk)[252](index=252&type=chunk) - As of June 30, 2025, Banzai had no unrecognized tax benefits that would reduce its effective tax rate[253](index=253&type=chunk) [19. Segment Reporting](index=69&type=section&id=19.%20Segment%20Reporting) Banzai operates three SaaS segments (Banzai Operating Co, OpenReel, Vidello), with OpenReel and Vidello contributing positively to revenue and Adjusted EBITDA - Banzai has three reportable operating segments: Banzai Operating Co, Inc., Banzai Reel Acquisition Inc. (OpenReel), and Vidello Limited (Vidello)[254](index=254&type=chunk) Segment Performance (Six months ended June 30, 2025) | Metric (Six months ended June 30, 2025) | Banzai Operating Co. | OpenReel | Vidello | Total Consolidated | | :-------------------------------------- | :------------------- | :------- | :------ | :----------------- | | Revenue | $2,306,292 | $2,828,481 | $1,506,560 | $6,641,333 | | Gross profit | $1,561,221 | $2,675,979 | $1,243,619 | $5,480,819 | | Adjusted EBITDA | $(5,785,202) | $1,411,302 | $651,159 | $(3,722,741) | | EBITDA | $(10,807,051) | $1,090,820 | $651,159 | $(9,065,072) | Revenue Percentage by Product | Revenue % (Six months ended June 30, 2025) | 2025 | 2024 | | :--------------------------------------- | :--- | :--- | | Reach | 1.7% | 2.0% | | Demio | 27.0% | 97.4% | | OpenReel | 35.8% | 0.0% | | Vidello | 35.5% | 0.0% | | Other | 0.0% | 0.6% | | Total | 100.0% | 100.0% | [20. Subsequent Events](index=74&type=section&id=20.%20Subsequent%20Events) Subsequent events include a new CFO, 1800 Diagonal note conversions and issuances, and additional Yorkville Advance Notice Settlements - Mr. Dean Ditto was appointed as Banzai's Chief Financial Officer on July 2, 2025[263](index=263&type=chunk) - Between July 22 and August 11, 2025, 1800 Diagonal converted **$143,604** of outstanding notes into **59,800 shares** of Class A Common Stock[264](index=264&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk)[466](index=466&type=chunk) - On July 23, 2025, Banzai issued a new convertible promissory note to 1800 Diagonal for **$295,550**, with a maturity date of May 30, 2026, and a **12% annual interest rate**[267](index=267&type=chunk)[268](index=268&type=chunk) - Between July 1 and August 7, 2025, Banzai settled additional Yorkville Advance Notices by selling **880,000 shares** of Class A Common Stock for approximately **$3.1 million**[270](index=270&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=77&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Banzai's business, M&A, financial performance, operating metrics, accounting estimates, liquidity, and capital resources, highlighting growth and losses [Overview](index=77&type=section&id=Overview) Banzai, a MarTech SaaS company, expanded product offerings through acquisitions, serving over 4,590 customers, but has incurred significant net losses - Banzai is a MarTech company founded in 2015, offering data-driven marketing and sales solutions via a recurring subscription SaaS model[273](index=273&type=chunk)[275](index=275&type=chunk) - The company's product portfolio includes Reach, Demio (acquired 2021), Boost (launched 2023), OpenReel (acquired 2024), and Vidello (acquired 2025)[274](index=274&type=chunk)[277](index=277&type=chunk)[280](index=280&type=chunk) - As of June 30, 2025, Banzai served over **4,590 customers** in over **90 countries**, with a focus on increasing mid-market and enterprise customers for Demio[274](index=274&type=chunk) - Banzai reported net losses of approximately **$11.4 million** and **$8.2 million** for the six months ended June 30, 2025 and 2024, respectively, with an accumulated deficit of **$89.7 million** as of June 30, 2025[276](index=276&type=chunk) [Summary of our recent Mergers and Acquisitions](index=77&type=section&id=Summary%20of%20our%20recent%20Mergers%20and%20Acquisitions) Banzai completed OpenReel and Vidello acquisitions, expanding video solutions, but terminated the Act-On merger, incurring $1.38 million in fees - On December 18, 2024, Banzai acquired OpenReel for **$19.6 million** in Common Stock and Pre-Funded Warrants, integrating its enterprise video creation and management solution[277](index=277&type=chunk)[278](index=278&type=chunk)[279](index=279&type=chunk) - On January 31, 2025, Banzai acquired Vidello Limited for approximately **$2.7 million** in cash and **89,820 shares** of Class A common stock, aiming to enhance its video hosting and marketing platform[280](index=280&type=chunk)[281](index=281&type=chunk) - The planned merger with Act-On Software, Inc. was terminated on June 6, 2025, leading Banzai to pay approximately **$1.38 million** in termination fees[282](index=282&type=chunk) [Reverse Stock Split](index=79&type=section&id=Reverse%20Stock%20Split) Banzai implemented two reverse stock splits to regain Nasdaq minimum bid price compliance - A **1-for-50 reverse stock split** on Class A Common Stock was effective September 19, 2024[283](index=283&type=chunk) - A **1-for-10 reverse stock split** on both Class A and Class B Common Stock was effective July 8, 2025[284](index=284&type=chunk) - These reverse stock splits were primarily aimed at regaining compliance with Nasdaq's minimum bid price requirement[283](index=283&type=chunk)[284](index=284&type=chunk)[455](index=455&type=chunk) [Nasdaq Listing](index=79&type=section&id=Nasdaq%20Listing) Banzai faced Nasdaq noncompliance, was phased down, but regained compliance, though future minimum bid price compliance remains a risk - Banzai was phased down to the Nasdaq Capital Market due to noncompliance with Nasdaq listing rules[285](index=285&type=chunk) - The company demonstrated compliance with Nasdaq Capital Market listing requirements by February 12, 2025, and its securities remain listed[286](index=286&type=chunk) - Despite recent reverse stock splits, there is no guarantee that Nasdaq will confirm compliance with the Minimum Bid Price Requirement, and a series of reverse stock splits may undermine investor confidence[455](index=455&type=chunk)[456](index=456&type=chunk) [2025 Financings](index=81&type=section&id=2025%20Financings) Banzai plans additional 2025 capital raises via SEPA and other financings, having secured convertible notes from 1800 Diagonal, Agile, and 3i, LP - Banzai intends to seek additional capital through a private placement leveraging its SEPA and other equity financings in 2025[287](index=287&type=chunk)[381](index=381&type=chunk) - The company entered into convertible promissory notes with 1800 Diagonal for **$230,000** (April 17, 2025) and **$163,000** (May 9, 2025)[382](index=382&type=chunk) - A promissory note with Agile Lending, LLC for **$262,500** was entered into on June 12, 2025[382](index=382&type=chunk) - A private placement convertible note with 3i, LP for **$2,200,000** was entered into on June 30, 2025[382](index=382&type=chunk) [Hudson Global Ventures, LLC Consulting Services Agreement](index=81&type=section&id=Hudson%20Global%20Ventures%2C%20LLC%20Consulting%20Services%20Agreement) Banzai issued 15,000 restricted shares to Hudson Global Ventures, LLC for business advisory services - On January 3, 2025, Banzai issued **15,000 restricted shares** of Common Stock to Hudson Global Ventures, LLC for business advisory services[288](index=288&type=chunk)[460](index=460&type=chunk) [CP BF Pre-Funded Warrant Exercise](index=81&type=section&id=CP%20BF%20Pre-Funded%20Warrant%20Exercise) Banzai issued 4 Class A Common Stock shares to CP BF upon pre-funded warrant exercise - On January 7, 2025, Banzai issued **4 shares** of Class A Common Stock to CP BF upon the exercise of four pre-funded warrants[289](index=289&type=chunk)[461](index=461&type=chunk) [Yorkville Advanced Notice Settlements](index=81&type=section&id=Yorkville%20Advanced%20Notice%20Settlements) Banzai settled Yorkville obligations by selling 2,144,680 Class A Common Stock shares for approximately $16.6 million - On January 3, 2025, Banzai settled an Advance Notice from December 30, 2024, selling **3,049 shares** of Class A Common Stock to Yorkville for approximately **$48,000**[290](index=290&type=chunk) - Between January 10, 2025, and August 7, 2025, Banzai sold an aggregate of **2,144,680 shares** of Class A Common Stock to Yorkville for approximately **$16,597,000** through Advance Notice settlements[291](index=291&type=chunk) [RSU Issuance to Executives](index=81&type=section&id=RSU%20Issuance%20to%20Executives) Banzai issued 337,773 RSUs to executives as part of the fiscal 2024 bonus plan - On January 21, 2025, Banzai issued **337,773 RSUs** to executives as part of the fiscal 2024 bonus plan[292](index=292&type=chunk)[462](index=462&type=chunk) [Convertible promissory note issuance to YA II PN, LTD.](index=81&type=section&id=Convertible%20promissory%20note%20issuances%20to%20YA%20II%20PN%2C%20LTD.) Banzai issued a $3.5 million convertible promissory note to Yorkville under SEPA, fully repaid by June 30, 2025 - On January 30, 2025, Banzai issued a **$3.5 million** convertible promissory note to Yorkville under the SEPA[293](index=293&type=chunk) - The note had a maturity date of July 31, 2025, and interest rates ranging from **0% to 6%**, increasing to **18%** upon an event of default[293](index=293&type=chunk) - The note was fully repaid by June 30, 2025[295](index=295&type=chunk) [Shares of Class A Common Stock issued to Winterberry](index=83&type=section&id=Shares%20of%20Class%20A%20Common%20Stock%20issued%20to%20Winterberry) Banzai issued 3,000 Class A Common Stock shares to Winterberry Group to cancel outstanding debt - On February 4, 2025, Banzai issued **3,000 shares** to Verista Partners, Inc. (Winterberry Group) to cancel **$16,666** of outstanding debt[297](index=297&type=chunk)[463](index=463&type=chunk) [Bridge Note Issuances to Agile Lending, LLC](index=83&type=section&id=Bridge%20Note%20Issuances%20to%20Agile%20Lending%2C%20LLC) Banzai issued two high-interest subordinated secured promissory notes to Agile Lending, LLC in March ($4.0 million) and June ($262,500) 2025 - On March 31, 2025, Banzai issued a **$4.0 million** subordinated secured promissory note (March Agile Note) with a **44% interest rate**, maturing November 12, 2025[298](index=298&type=chunk) - On June 12, 2025, Banzai issued a **$262,500** subordinated secured promissory note (June Agile Note) with a **48% interest rate**, maturing December 15, 2025[299](index=299&type=chunk) [Bridge Note Issuances to 1800 Diagonal Lending, LLC](index=83&type=section&id=Bridge%20Note%20Issuances%20to%201800%20Diagonal%20Lending%2C%20LLC) Banzai issued three 12% annual interest promissory notes to 1800 Diagonal Lending, LLC in February, April, and May 2025 - On February 7, 2025, Banzai issued a **$124,200** promissory note (February 1800 Diagonal Note) with a **12% interest rate**, maturing December 15, 2025[300](index=300&type=chunk) - On April 17, 2025, Banzai issued a **$230,000** promissory note (April 1800 Diagonal Note) with a **12% interest rate**, maturing February 15, 2026[301](index=301&type=chunk) - On May 9, 2025, Banzai issued a **$163,300** promissory note (May 1800 Diagonal Note) with a **12% interest rate**, maturing February 15, 2026[302](index=302&type=chunk) [Private Placement Offering (3i, LP)](index=83&type=section&id=Private%20Placement%20Offering%20(3i%2C%20LP)) Banzai entered a private placement with 3i, LP for $11.0 million in convertible notes and warrants, drawing $2.2 million in principal - On June 27, 2025, Banzai entered into a private placement with 3i, LP for **$11.0 million** in senior secured convertible notes and warrants[303](index=303&type=chunk) - The notes have a **10.0% original issue discount**, accrue interest at **10.0% per annum**, and mature on June 30, 2026[304](index=304&type=chunk) - By June 30, 2025, Banzai drew **$2.2 million** in principal, receiving **$1.725 million** in net proceeds, intended for general corporate purposes and working capital[305](index=305&type=chunk)[427](index=427&type=chunk) [2024 Financings](index=85&type=section&id=2024%20Financings) In May 2024, Banzai completed a public offering of Class A common stock, pre-funded warrants, and common warrants for $9.00 per share - In May 2024, Banzai completed a public offering of Class A common stock, pre-funded warrants, and common warrants at **$9.00 per aggregate share**[306](index=306&type=chunk) - A.G.P./Alliance Global Partners received a cash fee of **$174,939** and warrants to purchase **1,667 shares** of Class A Common Stock at **$10.00 per share**[307](index=307&type=chunk) [2024 Wainwright Private Financing](index=85&type=section&id=2024%20Wainwright%20Private%20Financing) Banzai completed a September 2024 private placement, raising $4.4 million, and later reduced warrant exercise price for an OpenReel merger waiver - In September 2024, Banzai completed a private placement, issuing pre-funded warrants and Series A and B warrants, with net proceeds of approximately **$4.4 million**[308](index=308&type=chunk)[311](index=311&type=chunk) - H.C. Wainwright & Co., LLC received cash fees and warrants to purchase **8,824 shares** of Common Stock at **$5.3125 per share**[312](index=312&type=chunk) - The exercise price of the warrants issued to the Wainwright Investor was reduced from **$4.00 to $2.50 per share** in exchange for a waiver of protective provisions related to the OpenReel merger[315](index=315&type=chunk) [Debt Equitization Plan](index=87&type=section&id=Debt%20Equitization%20Plan) Banzai's Debt Reorganization plan converted $5.07 million of debt into 1.60 million Class A Common Stock shares - From August 23, 2024, to December 31, 2024, Banzai converted **$5,068,547** of debt into **1,597,944 shares** of Class A Common Stock through its Debt Reorganization plan[318](index=318&type=chunk) [Operating Metrics](index=87&type=section&id=Operating%20Metrics) Banzai monitors NRR, ACV, CAC, Churn, and LTV to evaluate performance, showing improved NRR and LTV/CAC, increased CAC, and decreased churn Key Operating Metrics | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | | Average Monthly NRR | 97.5% | 96.1% | | New Customer ACV | $10,049 | $1,510 | | Total Average ACV | $13,885 | $1,569 | | Customer Acquisition Cost (CAC) | $1,844 | $1,480 | | Average Monthly Churn - Revenue | 5.1% | 6.3% | | Average Monthly Churn - Customer (Logo) | 5.4% | 7.3% | | MRR (New Customers) | $1,157 | $131 | | Customer Life (months) | 19.8 | 16.2 | | LTV (New Customers) | $16,563 | $2,040 | | LTV / CAC Ratio | 12.4 | 1.4 | - NRR measures revenue retention from existing customers, ACV calculates expected annual revenue per customer, CAC evaluates the cost of acquiring new customers, Churn % tracks customer deactivations, and LTV estimates total revenue from a customer over their relationship[322](index=322&type=chunk)[326](index=326&type=chunk)[329](index=329&type=chunk)[333](index=333&type=chunk)[336](index=336&type=chunk) [Analysis of the Impact of Key Business Drivers on Financial Performance](index=91&type=section&id=Analysis%20of%20the%20Impact%20of%20Key%20Business%20Drivers%20on%20Financial%20Performance) Banzai aims to maximize revenue growth and optimize costs by improving key business metrics, customer success, product development, and data-driven positioning - Banzai strives to maximize revenue growth within a reasonable cost structure by optimizing key business metrics like ACV, NRR, customer acquisition efficiency (LTV/CAC), and customer retention[344](index=344&type=chunk) - Improved performance is driven by customer success and onboarding, product development and support, and company initiatives focused on trial experience, on-demand adoption, and data-driven product positioning[344](index=344&type=chunk) [Identification of Operational Risk Factors](index=92&type=section&id=Identification%20of%20Operational%20Risk%20Factors) Banzai faces internal operational risks like ineffective leadership and financial mismanagement, and external risks including economic factors and competition - Internal risks include ineffective leadership, operational inefficiencies, financial mismanagement, employee-related challenges (high turnover, lack of skilled staff), and technological obsolescence[346](index=346&type=chunk) - External risks include economic factors (downturns, inflation), competition, legal and regulatory changes, technological disruptions, and unforeseen events (natural disasters, geopolitical instability)[346](index=346&type=chunk) [Analysis of the Impact of Operational Risks on Financial Performance](index=92&type=section&id=Analysis%20of%20the%20Impact%20of%20Operational%20Risks%20on%20Financial%20Performance) Operational risks can significantly impact Banzai's financial performance, which the company mitigates through monitoring, analysis, and transparent communication - Operational risks can lead to lower sales, impaired unit economics, reduced revenue, increased costs relative to revenue generation, and insufficient return on investment or profit margins[346](index=346&type=chunk) - Banzai manages these risks through comprehensive risk monitoring, analysis, quantification of potential severity, and development of mitigation strategies[346](index=346&type=chunk) - Accurate financial reporting and disclosures are crucial for transparent communication with investors and stakeholders regarding the impact of risks[346](index=346&type=chunk) [The Business Combination and Public Company Costs](index=92&type=section&id=The%20Business%20Combination%20and%20Public%20Company%20Costs) The Business Combination, a reverse recapitalization, increased public company costs, making future financial results not comparable to historical performance - The Business Combination was accounted for as a reverse recapitalization, with Banzai treated as the accounting acquirer[347](index=347&type=chunk) - Becoming a public company has led to increased annual expenses for directors' and officers' liability insurance, director fees, and additional internal and external accounting, legal, and administrative resources[348](index=348&type=chunk)[349](index=349&type=chunk) - Banzai's future results of operations and financial position may not be comparable to Legacy Banzai's historical results due to the Business Combination[349](index=349&type=chunk) [Results of operations for the three months ended June 30, 2025 and 2024](index=94&type=section&id=Results%20of%20operations%20for%20the%20three%20months%20ended%20June%2030%2C%202025%20and%202024) For the six months ended June 30, 2025, revenue and gross profit grew significantly, but increased expenses led to a 38.7% higher net loss Consolidated Results of Operations ($ in Thousands) | Metric ($ in Thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Period-over-Period $ Change | Period-over-Period % Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :-------------------------- | :-------------------------- | | Revenue | $6,641 | $2,148 | $4,493 | 209.2% | | Cost of revenue | $1,161 | $711 | $450 | 63.3% | | Gross profit | $5,480 | $1,437 | $4,043 | 281.4% | | Total operating expenses | $15,093 | $8,211 | $6,882 | 83.8% | | Operating loss | $(9,613) | $(6,774) | $(2,839) | 41.9% | | Total other expenses (income) | $1,981 | $1,465 | $516 | 35.2% | | Net loss | $(11,437) | $(8,245) | $(3,192) | 38.7% | [Components of results of operations for the six months ended June 30, 2025 and 2024](index=94&type=section&id=Components%20of%20results%20of%20operations%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Revenue grew 209.2% to $6.64 million due to acquisitions, but operating and other expenses also rose, increasing net loss by 38.7% to $11.44 million - Revenue increased by **209.2%** to **$6.64 million** for the six months ended June 30, 2025, primarily driven by OpenReel (**$2.83 million**) and Vidello (**$1.51 million**) acquisitions[351](index=351&type=chunk)[352](index=352&type=chunk) - Cost of revenue increased by **63.3%** to **$1.16 million**, mainly due to additional costs from OpenReel (**$153 thousand**) and Vidello (**$263 thousand**) products[353](index=353&type=chunk) - Gross profit increased by **281.4%** to **$5.48 million**, reflecting the substantial revenue growth[354](index=354&type=chunk) - Total operating expenses increased by **83.8%** to **$15.1 million**, primarily due to OpenReel and Vidello expenses (**$1.6 million** and **$0.6 million**, respectively), increased salaries (**$0.7 million**), and professional services (**$1.2 million**)[355](index=355&type=chunk) - Total other expenses increased by **35.2%** to **$1.98 million**, influenced by a **$4.5 million** gain on extinguishment of liabilities, **$1.3 million** loss on debt issuance, and **$1.8 million** loss on extinguishment of term notes[356](index=356&type=chunk)[361](index=361&type=chunk) - Net loss increased by **38.7%** to **$11.44 million**, driven by higher operating and other expenses, despite gross profit growth[360](index=360&type=chunk) [Critical Accounting Estimates](index=96&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates involve judgments for business combinations and goodwill impairment, leading to a $2.7 million impairment loss for OpenReel - Critical accounting estimates require significant judgments and estimates, especially for business combinations and goodwill impairment[361](index=361&type=chunk)[363](index=363&type=chunk) - Goodwill is reviewed for impairment at least annually, using qualitative and quantitative assessments, including market capitalization and discounted cash flow methodologies[364](index=364&type=chunk)[365](index=365&type=chunk)[367](index=367&type=chunk)[369](index=369&type=chunk) - As of December 31, 2024, a **$2.7 million** goodwill impairment loss was recognized for the OpenReel reporting unit because its carrying amount exceeded its fair value[371](index=371&type=chunk) [Non-GAAP Financial Measures](index=100&type=section&id=Non-GAAP%20Financial%20Measures) Banzai uses Adjusted EBITDA, a non-GAAP measure, which showed a $3.72 million loss, a slight decrease in earnings due to various gains and losses - Adjusted EBITDA is used to evaluate operational performance, excluding irregular, non-cash, and non-operational expenses[374](index=374&type=chunk) - For the six months ended June 30, 2025, Adjusted EBITDA was a loss of **$3.72 million**, a **$0.23 million** decrease in earnings compared to a **$3.49 million** loss in the prior year[376](index=376&type=chunk) - The change in Adjusted EBITDA is primarily attributable to increased gain on extinguishments of liabilities offset by loss on issuance of term notes and increased transaction related expenses[376](index=376&type=chunk) Adjusted EBITDA Reconciliation ($ in Thousands) | Metric ($ in Thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(11,437) | $(8,245) | | Depreciation expense | $547 | $3 | | Stock based compensation | $667 | $245 | | Interest expense | $0 | $847 | | Interest expense - related party | $895 | $963 | | Income tax expense | $(157) | $6 | | Gain on extinguishment of liabilities | $(4,489) | $(528) | | Loss on debt issuance | $443 | $171 | | Loss on extinguishment of term notes | $1,769 | $0 | | Loss on Private Placement Issuance | $837 | $0 | | Change in fair value of warrant liability | $(12) | $(562) | | Change in fair value of warrant liability - related party | $2 | $(345) | | Change in fair value of bifurcated embedded derivative liabilities - related party | $62 | $0 | | Change in fair value of convertible notes | $238 | $578 | | Change in fair value of term notes | $316 | $0 | | Change in fair value of convertible bridge notes | $(38) | $0 | | Loss on yorkville sepa advances | $747 | $0 | | Other expense, net | $1,211 | $60 | | Transaction related expenses | $4,677 | $3,175 | | Adjusted EBITDA (Loss) | $(3,722) | $(3,492) | [Liquidity and Capital Resources](index=102&type=section&id=Liquidity%20and%20Capital%20Resources) Banzai faces going concern doubt due to recurring losses and a $26.4 million working capital deficit, relying on SEPA and other financings - As of June 30, 2025, Banzai had cash of approximately **$2.3 million**, a working capital deficit of **$26.4 million**, and an accumulated deficit of **$89.7 million**[379](index=379&type=chunk)[380](index=380&type=chunk) - The company's ability to continue as a going concern is dependent on securing additional funding through its SEPA arrangement and other equity financings in 2025[381](index=381&type=chunk)[383](index=383&type=chunk) - During the six months ended June 30, 2025, Banzai raised approximately **$9.5 million** in capital under the SEPA through share issuances[380](index=380&type=chunk) Cash Flow Summary ($ in Thousands) | Cash Flow Activity ($ in Thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(9,023) | $(3,813) | | Net cash used in investing activities | $(2,677) | $0 | | Net cash provided by financing activities | $12,867 | $2,191 | | Net increase / (decrease) in cash | $1,166 | $(1,622) | [Capital Expenditure Commitments and Financing Requirements](index=106&type=section&id=Capital%20Expenditure%20Commitments%20and%20Financing%20Requirements) Banzai's capital expenditure and financing commitments total $14.63 million, with $6.21 million due within one year, managed through debt restructuring Capital Expenditure Commitments and Financing Requirements at June 30, 2025 ($ in Thousands) | Commitment ($ in Thousands) | Total | Less than 1 year | 1 - 3 Years | | :------------------------------------------ | :---- | :--------------- | :---------- | | Debt principal - 15.5% CP BF convertible notes | $7,389 | $0 | $7,389 | | Debt principal - Agile | $2,755 | $2,755 | $0 | | Debt principal - 1800 Diagonal | $461 | $461 | $0 | | Debt principal - Private Placement convertible notes | $2,200 | $2,200 | $0 | | Interest on debt | $1,807 | $779 | $1,028 | | Operating leases | $14 | $14 | $0 | | Total capital expenditure commitments and financing requirements at June 30, 2025 | $14,626 | $6,209 | $8,417 | - The 2024 CP BF Convertible Note has an outstanding principal of **$7.39 million** and matures on February 19, 2027[393](index=393&type=chunk)[106](index=106&type=chunk) - Agile Notes and 1800 Diagonal Notes are carried at fair value due to embedded features, with Agile Notes having an outstanding principal of **$2.75 million** and 1800 Diagonal Notes having **$461 thousand** as of June 30, 2025[406](index=406&type=chunk)[408](index=408&type=chunk)[418](index=418&type=chunk)[420](index=420&type=chunk)[115](index=115&type=chunk) - The Private Placement Convertible Notes with 3i, LP have a principal of **$2.2 million** and mature on June 30, 2026[424](index=424&type=chunk)[115](index=115&type=chunk) [Contractual Obligations and Commitments](index=115&type=section&id=Contractual%20Obligations%20and%20Commitments) Contractual obligations include revenue recognition, operating leases, and the GEM commitment fee, which was fully settled - Revenue is recognized over time as performance obligations are satisfied, reflecting the transfer of control of services to the customer[434](index=434&type=chunk) - Banzai has operating leases for real estate, with lease expense recorded on a straight-line basis[435](index=435&type=chunk) - The GEM commitment fee liability, initially **$2.0 million**, was settled through a **$1.2 million** cash payment and a **$1.0 million** unsecured promissory note, which was fully paid by June 30, 2025, through cash and Class A Common Stock issuances[438](index=438&type=chunk)[439](index=439&type=chunk)[441](index=441&type=chunk) [Off-Balance Sheet Arrangements](index=117&type=section&id=Off-Balance%20Sheet%20Arrangements) Banzai had no off-balance sheet arrangements as of June 30, 2025 - Banzai had no off-balance sheet arrangements as of June 30, 2025[442](index=442&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Banzai is not required to provide market risk disclosures - Banzai International, Inc. is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[443](index=443&type=chunk) [Item 4. Controls and Procedures](index=71&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to material weaknesses in IT General Controls, COSO adherence, and financial reporting, with remediation efforts underway - Banzai's disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in IT General Controls, COSO Integrated Framework adherence, and the financial close and reporting process[444](index=444&type=chunk) - The company is committed to remediating these material weaknesses and continuously improving its internal control over financial reporting[445](index=445&type=chunk) - The Vidello merger on January 31, 2025, is considered a significant corporate event that has materially affected the company's internal control environment, requiring assessment and adjustment of control processes[447](index=447&type=chunk)[448](index=448&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=72&type=section&id=Item%201.%20Legal%20Proceedings) Banzai is subject to routine litigation, but management believes no current proceedings will materially adversely affect the company - Banzai is subject to litigation and claims incident to the ordinary course of business[452](index=452&type=chunk) - Management believes there are no current legal proceedings that would have a material adverse effect on the company's business, operating results, financial condition, or cash flows[452](index=452&type=chunk) [Item 1A. Risk Factors](index=72&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Banzai refers to its 10-K for risk factors, highlighting potential Nasdaq delisting due to noncompliance - Banzai is a smaller reporting company and refers to its Annual Report on Form 10-K for a comprehensive description of risk factors[453](index=453&type=chunk) - A significant risk is the potential delisting from the Nasdaq Capital Market if the company fails to maintain compliance with the minimum bid price and stockholders' equity requirements[454](index=454&type=chunk) - Despite two recent reverse stock splits (1-for-50 in September 2024 and 1-for-10 in July 2025), there is no guarantee of regaining or maintaining Nasdaq compliance, and repeated splits may erode investor confidence[455](index=455&type=chunk)[456](index=456&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=73&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Banzai issued unregistered equity securities for advisory services, warrant exercises, RSU issuances, debt cancellation, private placements, and note conversions - Banzai issued **150,000 restricted shares** to Hudson Global Ventures, LLC for business advisory services on January 3, 2025[460](index=460&type=chunk) - On March 6, 2025, **337,773 shares** of Class A common stock were issued related to RSUs for executives[462](index=462&type=chunk) - In May 2025, a private placement resulted in the sale of **31,884 shares** of Class A common stock and **32,352 prefunded warrants**, generating **$330,000** in gross proceeds[465](index=465&type=chunk) - Between July 22 and August 11, 2025, **59,800 shares** of Class A Common Stock were issued to 1800 Diagonal upon conversion of **$143,604** in notes[466](index=466&type=chunk) [Item 3. Defaults Upon Senior Securities](index=73&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Banzai International, Inc. reported no defaults upon senior securities - There were no defaults upon senior securities reported[467](index=467&type=chunk) [Item 4. Mine Safety Disclosures](index=73&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable - This item is not applicable[468](index=468&type=chunk) [Item 5. Other Information](index=73&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the six months ended June 30, 2025 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the six months ended June 30, 2025[469](index=469&type=chunk) [Item 6. Exhibits](index=75&type=section&id=Item%206.%20Exhibits) This section lists all exhibits to the Quarterly Report on Form 10-Q, including merger agreements, corporate documents, and financial agreements - The exhibits include various agreements such as merger agreements (e.g., Vidello, Act-On), certificates of incorporation, bylaws, and warrant agreements[470](index=470&type=chunk)[471](index=471&type=chunk)[473](index=473&type=chunk)[474](index=474&type=chunk) - Key financial agreements listed include promissory notes with Yorkville, GEM, Agile, and 1800 Diagonal, as well as the Standby Equity Purchase Agreement (SEPA) with Yorkville[470](index=470&type=chunk)[471](index=471&type=chunk)[473](index=473&type=chunk)[474](index=474&type=chunk) - Repayment agreements with legal and accounting firms (e.g., Perkins Coie, Cooley LLP, CohnReznick LLP, Sidley Austin LLP, Donnelley Financial LLC, Verista Partners, Inc.) are also included[473](index=473&type=chunk)

Core Insights - Banzai International, Inc. reported a revenue of $3.3 million for Q2 2025, marking a 205% increase from Q2 2024 [1][7] - The gross profit for the same period was $2.7 million, reflecting a 267% growth year-over-year, with a gross margin of 83.0%, up from 69.1% in Q2 2024 [1][7][11] - The company secured new debt financing of up to $11.0 million and ended Q2 with a cash balance of $2.3 million [5][7] Financial Performance - Annual Recurring Revenue (ARR) reached $12.6 million for Q2 2025, representing an 182% increase year-over-year [7][10] - Total operating expenses for Q2 2025 were $7.4 million, compared to $4.1 million in Q2 2024, primarily due to the integration of OpenReel and Vidello [12][15] - The net loss for Q2 2025 was ($7.8) million, compared to ($4.0) million in Q2 2024 [7][12] Operational Highlights - The company serves over 140,000 customers, with a focus on mid-market and enterprise clients [4][8] - Key leadership appointments include Dean Ditto as Chief Financial Officer and Michael Kurtzman as Chief Revenue Officer, aimed at scaling revenue in the video business unit to $50 million over the next three years [8][9] - Expanded agreements with enterprises like RBC Capital Markets for the OpenReel solution, enhancing its position in the digital video creation market [6][8] Strategic Initiatives - Management is focused on accelerating self-service subscriber growth, enterprise expansion, and customer retention while evolving product offerings [9] - Significant improvements to the balance sheet and cost structure are expected to support sustainable profitability [5][9] - The company is making strategic investments in software, sales, marketing, and product development to drive organic growth [9]

Company Overview - Banzai International, Inc. is a leading marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes [4] - The company has over 90,000 customers, including notable names such as RBC, Dell Technologies, and Thermo Fisher Scientific [4] Leadership Appointment - Matt McCurdy has been appointed as Vice President of Sales to lead strategic growth and enterprise customer adoption of Banzai's AI-enabled solutions, including Demio, CreateStudio, and OpenReel [1][3] - McCurdy brings over 20 years of experience in driving growth in the software, healthcare, and technology industries, having previously overseen revenue growth from $1 million to over $60 million [2] Strategic Focus - In his new role, McCurdy will concentrate on sales strategy and enterprise account development, leveraging his expertise in navigating strategic accounts [3] - The company aims to empower its sales teams, strengthen partnerships, and ensure clients realize the full potential of its products [3]

Core Viewpoint - Banzai International, Inc. will hold a conference call on August 14, 2025, to discuss its Q2 financial results and ongoing initiatives for 2025 [1][2]. Company Overview - Banzai is a marketing technology company that offers AI-enabled marketing and sales solutions for businesses of all sizes [3]. - The company aims to help customers grow by enabling effective targeting, engagement, and measurement of both new and existing customers [3]. - Banzai has over 90,000 customers, including notable companies such as RBC, Dell Technologies, and New York Life [3]. Conference Call Details - The conference call will be hosted by Founder & CEO Joe Davy and CFO Dean Ditto, followed by a Q&A session [2]. - The call is scheduled for August 14, 2025, at 4:30 p.m. Eastern Time, with a webcast available for viewing [2]. - A replay of the webcast and the presentation will be accessible in the investor relations section of the company's website [2].