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Banzai Announces Strategic Business Initiatives to Improve Net Income by up to $13.5 Million Annually
GlobeNewswire News Room· 2024-10-09 12:31
Plan Substantially Extends Cash Runway while Maintaining Growth Plan with Continued Investment in Software Platform and Marketing SEATTLE, Oct. 09, 2024 (GLOBE NEWSWIRE) -- Banzai International, Inc. (NASDAQ: BNZI) ("Banzai" or the "Company"), a leading marketing technology company that provides essential marketing and sales solutions, today announced a comprehensive initiative designed to significantly improve its Net Income while maintaining its growth outlook. The Company plans to accomplish this through ...
Banzai Announces $24.8 Million Debt Payoff and Restructuring Agreements with Participation from Company Insiders
GlobeNewswire News Room· 2024-09-24 12:31
Agreements to Significantly Improve Balance Sheet by Reducing Total Debt, Deferring Principal and Interest Payments, and Substantially Lowering Near-Term Cash Needs SEATTLE, Sept. 24, 2024 (GLOBE NEWSWIRE) -- Banzai International, Inc. (NASDAQ: BNZI) ("Banzai" or the "Company"), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it entered into agreements with lenders and service providers to write off up to $5.6 million of outstanding liabilit ...
Banzai Announces Reverse Split to Regain NASDAQ Compliance
GlobeNewswire News Room· 2024-09-19 11:43
Core Viewpoint - Banzai International, Inc. is implementing a one-for-fifty reverse stock split to comply with Nasdaq's minimum average closing share price requirement, effective September 19, 2024 [1][2]. Company Actions - The reverse stock split will consolidate every fifty shares of Class A common stock into one share, maintaining the par value per share [2]. - Post-split, the company will have 916,558 shares of Class A common stock issued and outstanding, with no fractional shares issued; any resulting fractional shares will be rounded up to the nearest whole share [3][4]. Impact on Shareholders - The reverse stock split will uniformly affect all holders of Class A common stock and will not change their percentage interest in the company, except for adjustments due to fractional shares [4]. - Shareholders holding physical share certificates will receive instructions from Continental Stock Transfer & Trust Company regarding the exchange process [5]. Company Overview - Banzai is a marketing technology company that provides essential marketing and sales solutions for businesses of all sizes, with notable clients including Square, Hewlett Packard Enterprise, and Thermo Fisher Scientific [6].
Banzai Adds 179 Customers in August 2024 as New Technology Improvements Drive Growth
GlobeNewswire News Room· 2024-09-17 12:31
Strong Organic Growth as Company Focuses on Scaling AI-Powered Demand Generation Platform SEATTLE, Sept. 17, 2024 (GLOBE NEWSWIRE) -- Banzai International, Inc. (NASDAQ: BNZI) ("Banzai" or the "Company"), a leading marketing technology company that provides essential marketing and sales solutions, today announced the addition of 147 customers in August 2024, for a total of 1,434 in 2024, demonstrating strong organic growth and customer loyalty for its AI-driven platform of essential MarTech data, analytics, ...
Banzai Appoints Kent Schofield to Board of Directors
GlobeNewswire News Room· 2024-09-09 12:31
Former Goldman Sachs and Uber Executive Brings Over 20 Years of Finance and Corporate Strategy Experience SEATTLE, Sept. 09, 2024 (GLOBE NEWSWIRE) -- Banzai International, Inc. (NASDAQ: BNZI) ("Banzai" or the "Company"), a leading marketing technology company that provides essential marketing and sales solutions, today announced the appointment of Kent Schofield to its Board of Directors effective immediately. Mr. Schofield's appointment as an independent director increases the total number of board members ...
Banzai International(BNZI) - 2024 Q2 - Quarterly Report
2024-08-14 19:15
Revenue and Financial Performance - Banzai generated revenue of approximately $1.1 million and $1.2 million during the three months ended June 30, 2024 and 2023, and approximately $2.1 million and $2.4 million during the six months ended June 30, 2024 and 2023, respectively[160] - Revenue for the six months ended June 30, 2024 decreased by $222 thousand (9.4%) to $2,148 thousand compared to the same period in 2023, primarily due to lower Reach and Demio product revenues[183] - Gross profit decreased by $141 thousand (8.9%) to $1,437 thousand for the six months ended June 30, 2024, due to lower revenue and cost of revenue[185] - Net loss for the six months ended June 30, 2024 was approximately $8.7 million, compared to $7.3 million in the same period in 2023, primarily due to increased operating expenses of $2.5 million and a decrease in gross profit of $0.1 million[191] - Adjusted EBITDA loss for the six months ended June 30, 2024 was $3.35 million, a 114.4% increase from $1.56 million in the same period in 2023, driven by higher general and administrative expenses[205] Operating Expenses and Costs - Total operating expenses increased by $2.5 million (41.4%) to $8.6 million for the six months ended June 30, 2024, primarily due to higher salaries, marketing, and professional services costs[186] - Cost of revenue decreased by $81 thousand (10.2%) to $711 thousand for the six months ended June 30, 2024, driven by lower infrastructure costs and contracted services[184] - Transaction-related expenses increased by 35.9% to $3.18 million for the six months ended June 30, 2024, compared to $2.34 million in the same period in 2023, primarily due to higher legal fees[207] - Stock-based compensation expense increased by 7.2% to $665 thousand for the six months ended June 30, 2024, compared to $621 thousand in the same period in 2023[206] - The company recorded a GEM settlement fee expense of $200 thousand for the six months ended June 30, 2024, which was not present in the same period in 2023[206] Customer Metrics and Demio Performance - Banzai's customer base included over 3,600 customers as of June 30, 2024, with multi-host Demio customers increasing from 14 on January 1, 2021 to 115 on June 30, 2024[158] - Demio accounted for 96.1% and 94.9% of Banzai's revenue for the three months ended June 30, 2024 and 2023, and 97.4% and 94.1% for the six months ended June 30, 2024 and 2023, respectively[163] - Average Monthly Net Revenue Retention (NRR) for Demio was 95.6% and 94.8% for the three months ended June 30, 2024 and 2023, and 96.1% and 95.5% for the six months ended June 30, 2024 and 2023, respectively[165] - New Customer Average Customer Value (ACV) for Demio was $1,417 and $1,256 for the three months ended June 30, 2024 and 2023, and $1,510 and $1,351 for the six months ended June 30, 2024 and 2023, respectively[167] - Customer Acquisition Cost (CAC) for Demio was $1,936 and $876 for the three months ended June 30, 2024 and 2023, and $1,480 and $880 for the six months ended June 30, 2024 and 2023, respectively[168] - Average Monthly Churn - Revenue for Demio was 6.3% and 6.9% for the three months ended June 30, 2024 and 2023, and 6.3% and 7.5% for the six months ended June 30, 2024 and 2023, respectively[170] - Lifetime Value (LTV) for new Demio customers was $1,875 and $1,514 for the three months ended June 30, 2024 and 2023, and $2,040 and $1,468 for the six months ended June 30, 2024 and 2023, respectively[173] - LTV / CAC Ratio for Demio was 1.1 and 1.9 for the three months ended June 30, 2024 and 2023, and 1.4 and 1.7 for the six months ended June 30, 2024 and 2023, respectively[175] Debt and Financing - Banzai raised approximately $2.5 million through the issuance of convertible notes under the SEPA during the six months ended June 30, 2024[209] - Net cash provided by financing activities was approximately $2.2 million for the six months ended June 30, 2024, primarily from convertible debt financing and common stock issuance[215] - Banzai's total capital expenditure commitments and financing requirements at June 30, 2024, included debt principal of $14,871,000 and interest on debt of $3,233,000[217] - Banzai entered into a forbearance agreement with CP BF Lending on August 24, 2023, due to non-compliance with certain covenants of its Loan Agreement[223] - Banzai's Loan Agreement with CP BF Lending includes a Term Note for $6,500,000 and a Convertible Note for $1,500,000, with an option for additional loans up to $7,000,000[218] - Banzai was not in compliance with the Minimum Gross Profit Margin, Minimum ARR Growth, and Fixed Charge Coverage Ratio covenants of the Loan Agreement[221] - The company paid an Amendment Fee of $23,748 to extend the forbearance period from four to six months after the Merger closing[224] - The company issued an 8% Alco August Promissory Note with a principal amount of $150,000, recording a $3,711 debt discount and $8,357 in interest expense for six months ended June 30, 2024[225] - The company issued an 8% Alco September Promissory Note with a principal amount of up to $1,500,000, recording $8,588 in debt issuance costs, a $638,808 debt discount, and $187,498 in interest expense for six months ended June 30, 2024[226] - The company issued an 8% Alco November Promissory Note with a principal amount of up to $750,000, recording a $363,905 debt discount and $217,249 in interest expense for six months ended June 30, 2024[227] - The company issued an 8% Alco December Promissory Note with a principal amount of up to $2,000,000, recording a $1,496,252 debt discount and $549,883 in interest expense for six months ended June 30, 2024[228] - The company issued a December Yorkville Convertible Note with a principal amount of $2,000,000, receiving net proceeds of $1,800,000 after a $200,000 non-cash original issue discount[232] - The company issued a February Yorkville Promissory Note with a principal amount of $1,000,000, receiving net proceeds of $900,000 after a $100,000 non-cash original issue discount[233] - The company issued a March Yorkville Promissory Note with a principal amount of $1,500,000, receiving net proceeds of $1,250,000 after a $250,000 non-cash original issue discount[234] - The company made a cash principal payment of $750,000 and issued an Advance Notice for 600,000 shares of Class A Common Stock to satisfy a $75,000 payment premium under the Amended Debt Repayment Agreement[237] - The Yorkville Convertible Notes have a maturity date of June 14, 2024, accrue 0% interest, and can be converted into Class A common stock shares, subject to a 9.99% ownership limit[238] - $800,000 of principal under the December Yorkville Convertible Note was converted into 1,797,019 shares of Class A Common stock, and $1,000,000 under the February Yorkville Convertible Note was converted into 1,445,524 shares of Class A Common stock[240] - The principal amount outstanding under the Yorkville Convertible Notes was $1,950,000 as of June 30, 2024, down from $2,000,000 as of December 31, 2023[240] - The Company recorded $80,760 in interest expense related to the Yorkville Convertible Notes for the six months ended June 30, 2024[240] - The Company paid GEM $1.2 million in cash and issued a $1.0 million unsecured promissory note as part of the GEM Settlement Agreement[241] - As of June 30, 2024, the Company issued 1,045,118 shares of Class A Common Stock to GEM in lieu of monthly payments, leaving a remaining balance of $600,000 on the GEM Promissory Note[242] - Total interest on debt for the six months ended June 30, 2024 was $3.2 million[243] - The Company's total debt carrying value as of June 30, 2024 was $16,050,000, including $14,024,000 in principal and $2,026,000 in accrued interest[244] - The Company issued 1,113,927 shares of Class A Common Stock to Cantor, valued at $2,450,639, to cover the Reduced Deferred Fee[247] - The Company recognized a $2.0 million liability for the GEM commitment fee as of June 30, 2024[249] - The Company issued an aggregate of 5,529,457 shares of Class A Common Stock to GEM in lieu of monthly payment obligations under the GEM Promissory Note[251] Risks and Challenges - Internal operational risks include management issues, operational inefficiencies, financial mismanagement, and employee-related challenges[177] - External risks include economic factors, competition, legal and regulatory changes, technological disruptions, and unforeseen events[178] - The Business Combination resulted in additional public company costs, including increased audit, legal, and administrative expenses[181] - There is substantial doubt about Banzai's ability to continue as a going concern within one year from the date the financial statements were issued[211] - The company may face increasing litigation and claims as its growth continues, with potential material impacts on operations, cash flows, or financial position[255] - The company is not currently involved in any legal proceedings that would have a material adverse effect on its business, operating results, financial condition, or cash flows[255] Internal Controls and Remediation - The company is committed to remediating material weaknesses and improving internal control over financial reporting, as disclosed in the 2023 10-K[253] - The company is taking steps to address identified material weaknesses but cannot guarantee timely remediation[253] - No significant changes in internal control over financial reporting occurred during the six months ended June 30, 2024, other than steps to remediate material weaknesses[254] Cash Flow and Liquidity - Banzai had a working capital deficit of approximately $34.0 million and an accumulated deficit of approximately $55.4 million as of June 30, 2024[209] - Net cash used in operating activities was approximately $3.8 million for the six months ended June 30, 2024, with a net loss of approximately $8.7 million[214] - The company had cash of approximately $0.5 million as of June 30, 2024, primarily financed through sales of redeemable convertible preferred stock, convertible promissory notes, and senior secured loans[208] - The fair value of SAFEs (Simple Agreements for Future Equity) did not change during the six months ended June 30, 2024, compared to a loss of approximately $1.3 million in the same period in 2023[190] - Interest expense decreased by 20.0% to $847 thousand for the six months ended June 30, 2024, compared to $1.06 million in the same period in 2023[206] - The change in fair value of warrant liabilities resulted in a gain of $562 thousand for the six months ended June 30, 2024, compared to no change in the same period in 2023[206] - The company's goodwill impairment assessment involves significant judgment and estimates, with qualitative factors including macroeconomic conditions, industry trends, and cost factors[195]
Banzai Welcomes 1,255 Customers in 2024, Demonstrating Robust Adoption and Customer Loyalty
Newsfilter· 2024-08-06 12:30
SEATTLE, Aug. 06, 2024 (GLOBE NEWSWIRE) -- Banzai International, Inc. (NASDAQ:BNZI) ("Banzai" or the "Company"), a leading marketing technology company that provides essential marketing and sales solutions, is thrilled to announce 147 additional customers in July 2024 in addition to 1,108 customers in the first half of 2024. In 2024, Banzai has added users including Cisco, Nextiva, Sprinklr, Globe Life Insurance, and LoanDepot. This includes 867 new customers and 388 reactivating customers, highlighting Ban ...
Banzai International(BNZI) - 2024 Q1 - Quarterly Results
2024-05-16 10:05
[Form 8-K Current Report (May 15, 2024)](index=1&type=section&id=Form%208-K%20Current%20Report) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Banzai International, Inc. announced Q1 2024 financial results, highlighting Adjusted EBITDA as a key non-GAAP performance measure, with a significant increase in Adjusted EBITDA loss primarily due to higher transaction-related expenses - The company utilizes Adjusted EBITDA, a non-GAAP measure, to assess operational performance, aiding investors by excluding irregular, non-cash, and non-operational expenses[5](index=5&type=chunk) Net Income/(Loss) to Adjusted EBITDA Reconciliation (Q1 2024 vs Q1 2023) | ($ in Thousands) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Period over Period % Change | | :--- | :--- | :--- | :--- | | **Net loss** | $ (4,501) | $ (3,763) | 19.6% | | Transaction related expenses | $ 1,842 | $ 1,251 | 47.2% | | **Adjusted EBITDA (Loss)** | **$ (1,508)** | **$ (626)** | **141.1%** | Breakdown of Transaction Related Expenses (Q1 2024 vs Q1 2023) | ($ in Thousands) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Period over Period % Change | | :--- | :--- | :--- | :--- | | Professional fees - audit | $ 344 | $ 277 | 24.2% | | Professional fees - legal | $ 597 | $ 68 | 777.9% | | Incremental accounting | $ 680 | $ 808 | -15.8% | | Market study, M&A support | $ 221 | $ 98 | 125.5% | | **Total Transaction related expenses** | **$ 1,842** | **$ 1,251** | **47.2%** | [Item 8.01 Other Events](index=3&type=section&id=Item%208.01%20Other%20Events) The company entered a Debt Repayment Agreement with Yorkville on May 3, 2024, for $2.7 million in outstanding promissory notes, contingent on a future offering and involving a temporary suspension of conversion rights and maturity extensions - The agreement covers two unsecured promissory notes issued to Yorkville, totaling **$2.0 million** on December 14, 2023, and **$1.5 million** on March 26, 2024[11](index=11&type=chunk) - A total of **$2.7 million** was outstanding under the promissory notes as of the agreement date[11](index=11&type=chunk) - Key terms, contingent on a company offering by June 2, 2024, include **$2.0 million** repayment, a **90-day** standstill on Yorkville's conversion rights, and maturity extension to **120 days** post-offering close[12](index=12&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=4&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This section enumerates the exhibits filed with the Form 8-K, including the Q1 2024 financial results press release and the Debt Repayment Agreement with Yorkville Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release dated May 15, 2024 | | 99.2 | Debt Repayment Agreement, dated as of May 3, 2024, by and among the Company and Yorkville | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Banzai International(BNZI) - 2024 Q1 - Quarterly Report
2024-05-15 21:17
[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited Q1 2024 financial statements show decreased revenue, increased net loss, significant stockholders' deficit, and substantial debt, highlighting 'going concern' risk [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, total assets decreased to **$4.4 million**, liabilities to **$35.3 million**, and stockholders' deficit improved slightly to **$30.8 million** Condensed Consolidated Balance Sheet Summary | Balance Sheet Items | March 31, 2024 (Unaudited) ($) | December 31, 2023 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,026,932 | $2,093,718 | | Total current assets | $2,135,516 | $2,939,922 | | Total assets | $4,438,811 | $5,288,486 | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $35,206,386 | $37,089,615 | | Total liabilities | $35,281,386 | $37,164,615 | | Total stockholders' deficit | $(30,842,575) | $(31,876,129) | | Total liabilities and stockholders' deficit | $4,438,811 | $5,288,486 | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2024, revenue decreased to **$1.08 million**, general and administrative expenses rose to **$4.31 million**, widening the operating loss to **$3.61 million** and net loss to **$4.50 million** Consolidated Statements of Operations Summary | Metric | Three Months Ended Mar 31, 2024 ($) | Three Months Ended Mar 31, 2023 ($) | | :--- | :--- | :--- | | Revenue | $1,079,472 | $1,177,061 | | Gross Profit | $698,092 | $764,835 | | Operating Loss | $(3,612,401) | $(2,407,632) | | Net Loss | $(4,500,272) | $(3,765,122) | | Net Loss Per Share (Basic & Diluted) | $(0.26) | $(0.59) | | Weighted Average Shares Outstanding | 17,355,609 | 6,382,180 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$2.1 million** in Q1 2024, with financing activities providing **$1.05 million**, resulting in a net cash decrease of **$1.07 million** and ending cash balance of **$1.03 million** Consolidated Statements of Cash Flow Summary | Cash Flow Activity | Three Months Ended Mar 31, 2024 ($) | Three Months Ended Mar 31, 2023 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,116,786) | $(1,479,171) | | Net cash provided by financing activities | $1,050,000 | $1,505,543 | | Net (decrease) / increase in cash | $(1,066,786) | $26,372 | | Cash at end of period | $1,026,932 | $1,049,871 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's financial condition, including a 'going concern' warning due to recurring losses and negative cash flows, complex debt structures, and subsequent financing activities - The company's financial statements raise substantial doubt about its ability to continue as a going concern due to recurring net losses, negative cash flows, and an accumulated deficit of approximately **$51.3 million** as of March 31, 2024[27](index=27&type=chunk) - The company is not in compliance with several financial covenants related to its loan agreement with CP BF Lending, LLC, including Minimum Gross Profit Margin, Minimum ARR Growth, and Fixed Charge Coverage Ratio, resulting in the entire principal and accrued interest being classified as current liabilities[132](index=132&type=chunk)[290](index=290&type=chunk) - Subsequent to the quarter end, the company engaged in several financing activities, including issuing shares to GEM and Yorkville to satisfy debt obligations and entering into a Debt Repayment Agreement with Yorkville to restructure outstanding notes[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2024 revenue decline, increased operating expenses, and a wider net loss of **$4.5 million**, while highlighting improved Demio operating metrics and reiterating 'going concern' risk Key Financial Results (Q1 2024 vs Q1 2023) | Metric ($ in Thousands) | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Revenue | $1,079 | $1,177 | | Gross Profit | $698 | $765 | | Operating Loss | $(3,613) | $(2,407) | | Net Loss | $(4,501) | $(3,763) | Demio Product Operating Metrics (Q1 2024 vs Q1 2023) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Average Monthly NRR | 97.2% | 96.3% | | New Customer ACV | $1,484 | $1,376 | | Customer Acquisition Cost (CAC) | $1,220 | $884 | | Average Monthly Revenue Churn | 5.2% | 8.1% | | LTV (New Customers) | $2,376 | $1,423 | | LTV / CAC Ratio | 2.0 | 1.5 | - The company has a working capital deficit of approximately **$33.1 million** and an accumulated deficit of **$51.3 million** as of March 31, 2024, reinforcing the substantial doubt about its ability to continue as a going concern[273](index=273&type=chunk) Net Loss to Adjusted EBITDA Reconciliation ($ in Thousands) | Line Item | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net loss | $(4,501) | $(3,763) | | Adjustments | $2,993 | $3,137 | | **Adjusted EBITDA (Loss)** | **$(1,508)** | **$(626)** | [Quantitative and Qualitative Disclosures About Market Risk](index=81&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - The company is a smaller reporting company and is not required to provide these disclosures[329](index=329&type=chunk) [Controls and Procedures](index=81&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2024, due to material weaknesses in IT General Controls, COSO framework adherence, and period-end financial close processes - The Principal Executive Officer and Principal Financial Officer concluded that disclosure controls and procedures were not effective as of March 31, 2024[332](index=332&type=chunk) - Material weaknesses were identified in three key areas: - **IT General Controls:** Lack of a formal cybersecurity program and insufficient user access controls - **COSO Entity Level Controls:** Ineffective controls over related party transactions and lack of a formal delegation of authority process - **Period end financial close and reporting:** The CFO has unrestricted administrative access to the General Ledger system, creating a segregation of duties conflict[335](index=335&type=chunk) [PART II. OTHER INFORMATION](index=85&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=85&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings that would be expected to have a material adverse effect on its business or financial condition - As of the filing date, the company is not involved in any material legal proceedings[340](index=340&type=chunk) [Risk Factors](index=85&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes from the risk factors disclosed in the 2023 Annual Report have occurred[341](index=341&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=85&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter, the company issued unregistered shares of Class A common stock to Yorkville, GEM, Roth Capital Partners, and a marketing consultant, relying on Section 4(a)(2) exemption - Issued **2,233,735 shares** to Yorkville upon conversion of **$1.5 million** of promissory notes and **710,025 shares** to satisfy a **$500,000** deferred fee[342](index=342&type=chunk) - Issued **139,470 shares** to GEM as repayment for a **$100,000** principal amount under a promissory note[343](index=343&type=chunk) - Issued **175,000 shares** to Roth Capital Partners for advisory services and **153,492 shares** to a marketing consultant for services[344](index=344&type=chunk)[345](index=345&type=chunk) [Defaults Upon Senior Securities](index=87&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period [Other Information](index=87&type=section&id=Item%205.%20Other%20Information) During Q1 2024, no director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement [Exhibits](index=88&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including various promissory notes, settlement agreements, equity incentive plans, and officer certifications
Banzai International(BNZI) - 2023 Q4 - Annual Report
2024-04-01 21:28
Commission File Number 001-39826 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Banzai International, Inc. (Exact name of Registrant as specified in its Charter) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Indicate by check mark if the Registrant is a ...