[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) |

[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

Table of Contents As filed with the Securities and Exchange Commission on April 22, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banzai International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 7372 85-3118980 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code No.) (I.R.S. Employer Identification No.) 435 ...

Table of Contents As filed with the Securities and Exchange Commission on April 22, 2024 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Banzai International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 7372 85-3118980 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code No.) (I.R.S. Employer Identification No.) 435 ...

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 ...

Table of Contents (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 7372 85-3118980 (Primary Standard Industrial Classification Code No.) (I.R.S. Employer Identification No.) As filed with the Securities and Exchange Commission on February 5, 2024 Registration No. 333-276307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banz ...

Table of Contents As filed with the Securities and Exchange Commission on February 5, 2024 Registration No. 333-276307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banzai International, Inc. (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 7372 85-3118980 (Primary Standard Industrial Classification Code No.) (I.R.S. Employ ...

As filed with the Securities and Exchange Commission on December 28, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banzai International, Inc. (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation or Organization) Table of Contents (I.R.S. Employer Identification No.) Tel: (206) 414-1777 (Address, Including Zip Code, and Telephone Number, Includi ...

(Exact Name of Registrant as Specified in its Charter) Table of Contents As filed with the Securities and Exchange Commission on December 28, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banzai International, Inc. Joseph Davy Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, Washington 98110 Tel: (206) 414-1777 (Name, Address, Including Zip Code, and Telephone Number ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 7GC & Co. Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39826 N/A (State or other jurisdiction of incorporat ...