{"url_path":"/sec/bnzi/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1826011/0001493152-26-042422-index.html","accession_number":"0001493152-26-042422","cik":"0001826011","ticker":"BNZI","issuer_name":"Banzai International, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1826011/0001493152-26-042422-index.html","primary_entity_key":"0001826011","primary_entity_name":"Banzai International, Inc."},"word_count":1210,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nSeptember 4, 2026, Banzai International, Inc. (the “**Company**”) entered into a Securities Purchase Agreement (the “**Purchase\nAgreement**”) with an accredited investor (the “**Purchaser**”). Pursuant to the Purchase Agreement, the Company\nagreed to issue and sell to the Purchaser, in a private placement (the “**Private Placement**”), (i) a convertible promissory\nnote (the “**Note**”) in an initial principal amount of $2,142,857, subject to increase up to $3,571,428 in aggregate\nprincipal amount, and (ii) a warrant (the “**Common Warrant**”) to purchase up to 779,221 shares of the Company’s\nClass A common stock, par value $0.0001 per share (the “**Common Stock**”), with additional Common Warrants to purchase\nup to 519,480 additional shares of Common Stock issuable in connection with subsequent tranche fundings. The Private Placement was made\nin reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “**Securities\nAct**”), and Rule 506 promulgated thereunder. Aegis Capital Corp. (the “**Placement Agent**”) acted as the exclusive\nplacement agent for the Private Placement.\n\n \n\nThe\nPurchaser’s subscription amount is payable in up to three tranches; $1,500,000 of which was paid upon execution and delivery of\nthe Purchase Agreement (the “**Initial Closing**”) and the remaining $1,000,000 of which shall be due in two equal tranches\nupon the occurrence of certain specified events.\n\n \n\nUpon\nthe funding of the remaining two tranches, the outstanding principal amount of the Note will automatically be increased by $714,285\nand $714,285, respectively, and the Company will issue to the Purchaser, in connection with each such tranche funding, an additional\nCommon Warrant to purchase up to 259,740 shares of Common Stock. The gross proceeds to the Company from the Initial Closing were $1,500,000,\nbefore deducting placement agent fees of 10%, investor legal fees, and other offering expenses.\n\n \n\nThe\nCompany is also required to hold a special meeting of stockholders (or present the matter at an annual meeting) no later than sixty (60)\ncalendar days after the closing date to seek stockholder approval to, among other things, issue in excess of twenty percent (20%) of\nthe outstanding shares of Common Stock at a deemed discount to the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A))\nimmediately prior to execution of the Purchase Agreement, and the voluntary adjustment of the exercise price of the Common Warrant.\n\n \n\n**Convertible\nPromissory Notes**\n\n \n\nThe\nNote was issued with an initial principal amount of $2,142,857, an original issue discount of thirty percent (30%), and bears interest\nat a rate of ten percent (10%) per annum, maturing on June 4, 2027 (nine months from the issuance date). Upon an event of default, interest\nwill accrue at a default rate of eighteen percent (18%) per annum.\n\n \n\nThe\nNote is convertible, at the option of the holder, into shares of Common Stock at a fixed conversion price of $2.75 per share (subject\nto adjustment for stock splits, stock dividends, combinations, recapitalizations, and similar events), subject to a beneficial ownership\nlimitation of 4.99% (subject to increase to 9.99% upon sixty-one (61) calendar days’ prior notice by the holder) and an exchange\ncap of 19.99% of the shares of Common Stock outstanding immediately prior to execution of the Purchase Agreement, unless and until stockholder\napproval is obtained.\n\n \n\nUpon\nan event of default (which includes, among other things, failure to make payments when due, material breaches of representations or covenants,\nbankruptcy events, delisting of the Common Stock from the Nasdaq Capital Market for more than five (5) consecutive trading days, and\nthe occurrence of a material adverse effect that materially impairs the Company’s ability to perform its obligations under the\nNote), the outstanding principal of the Note will automatically be increased by twenty percent (20%), and the holder may declare the\nentire principal amount, together with all accrued and unpaid interest, immediately due and payable.\n\n \n\nThe\nCompany may voluntarily prepay all or any portion of the Note at 110% of the outstanding amount upon five (5) trading days’ prior\nwritten notice. In addition, upon any subsequent financing (other than a qualified public offering resulting in aggregate gross proceeds\nof not less than $5,000,000), the Company must apply fifty percent (50%) of the net cash proceeds to prepayment of the Note, and upon\nconsummation of a qualified public offering, the entire outstanding amount of the Note will become immediately due and payable in full.\n\n \n\nWithout\nthe holder’s prior consent, the Note restricts the Company from, among other things, issuing variable-rate securities, declaring\nor paying dividends on Common Stock, redeeming or repurchasing shares of Common Stock, and transferring assets outside the ordinary course\nof business.\n\n \n\n \n\n \n\n \n\n**Common\nWarrant**\n\n \n\nThe\nCommon Warrant entitles the holder to purchase up to 779,221 shares of Common Stock (subject to increase in connection with Tranche 2\nand Tranche 3 fundings) at an exercise price of $2.75 per share, subject to adjustment, and is immediately exercisable upon issuance,\nexpiring on the fifth anniversary of the issuance date (the “**Expiration Date**”). The Common Warrant may be\nexercised on a cashless basis at any time when there is no effective registration statement covering the resale of the underlying shares,\nand any unexercised portion will be automatically exercised via cashless exercise on the termination date. Exercise is subject to a beneficial\nownership limitation of 4.99% (subject to increase to 9.99% upon sixty-one (61) calendar days’ prior notice by the holder) and\nthe same exchange cap applicable to the Note.\n\n \n\nIf\nthe Company fails to pay all outstanding principal, accrued and unpaid interest, and any other amounts then due under the\nNote in full within ninety (90) calendar days of the Initial Closing, then at any time between the Initial Closing and\nthe Expiration Date, the exercise price of the Common Warrant will be subject to anti-dilution adjustment in the event of any subsequent\ndilutive issuance, reducing the exercise price to the lower of the dilutive issuance price or the lowest volume weighted average price\nof the Common Stock during the five (5) consecutive trading days immediately following such dilutive issuance.\n\n \n\nIn\nthe event of a Fundamental Transaction (as defined in the Common Warrant), the holder will have the right to receive, upon\nexercise, the same consideration that holders of Common Stock received in such transaction, or, at the holder’s option, to require\nthe Company or the successor entity to purchase the unexercised portion of the Common Warrant for cash at the Black Scholes Value (as\ndefined in the Common Warrant).\n\n \n\n**Lock-Up\nAgreements**\n\n \n\nIn\nconnection with the Private Placement, each of the Company’s directors, executive officers, and stockholders holding at least ten\npercent (10%) of the outstanding shares of Common Stock entered into lock-up agreements (the “**Lock-Up Agreements**”)\nwith the Company, pursuant to which, subject to certain limited exceptions, such persons are restricted from offering, selling,\nentering into a contract to sell, loaning, pledging, granting a security interest in, or otherwise disposing of the shares they hold,\nfor a period of 90 calendar days from the date of the Purchase Agreement (the “**Lock-Up Period**”).\n\n \n\nThe\nforegoing descriptions of the Purchase Agreement, the Note, the Common Warrant, and the Lock-Up Agreements are qualified in their entirety\nby reference to the full text of such documents, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein\nby reference."}