{"url_path":"/sec/bnzi/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1826011/0001193125-26-226795-index.html","accession_number":"0001193125-26-226795","cik":"0001826011","ticker":"BNZI","issuer_name":"Banzai International, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1826011/0001193125-26-226795-index.html","primary_entity_key":"0001826011","primary_entity_name":"Banzai International, Inc."},"word_count":408,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\n \n\nDuring the period covered by this Report, the Company has not issued unregistered securities to any person, except as described below. None of these transactions involved any underwriters, underwriting discounts or commissions, except as specified below, or any public offering, and, unless otherwise indicated below, the Registrant believes that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder regarding offshore offers and sales. All recipients had adequate access, though their relationships with the Registrant, to information about the Registrant.\n\n \n\nShares of Class A Common Stock issued to 1800 Diagonal\n\nBetween January 26, 2026 and January 27, 2026, the Company issued an aggregate of 20,046 shares of Class A Common Stock pursuant to conversion notices received from 1800 Diagonal to convert an aggregate of $331 thousand in notes the Company previously issued to them; the conversion prices ranged from $21.40 to $24.40 per share.\n\nOn March 19, 2026, the Company issued 3,766 shares of Class A Common Stock pursuant to conversion notices received from 1800 Diagonal to convert $54 thousand in notes the Company previously issued to them; the conversion price was $14.75 per share.\n\n54\n\n \n\n \n\nShares of Class A Common Stock issued to Agile\n\nBetween January 27, 2026 and March 27, 2026, the Company entered into multiple exchange agreements with Agile on substantially similar terms as the Agile Exchange Agreement pursuant to which the Company issued an aggregate of 29,306 shares of its Class A common stock at conversion prices per share ranging from $21.40 to $23.04 in exchange for a reduction of $660 thousand in the outstanding balance of the March Agile Note. Following these exchanges, the outstanding balance of the March Agile Note was reduced to approximately $1.2 million.\n\nSubsequent to March 31, 2026, on April 15, 2026, April 29, 2026, and May 8, 2026 the Company entered into exchange agreements with Agile on substantially similar terms as the Agile Exchange Agreement pursuant to which the Company issued an aggregate of approximately 74,948 shares of its Class A Common Stock at conversion prices per share of $5.82 and $12.40, respectively, in exchange for aggregate reductions of approximately $540 in the outstanding balance of the March Agile Note. Following these exchanges, the outstanding balance of the March Agile Note was reduced to approximately $639."}