Banzai International (BNZI) Files for 1.18M Share and Warrant Offering

Banzai International (NASDAQ: BNZI) has filed the following:

Banzai International, Inc. filing this prospectus for the offer and sale from time to time by the selling securityholder named in this prospectus (and any of their pledgees, assignees, transferees and successors-in-interest) (the “Selling Securityholders”) of up to 3,529,413 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), consisting of (i) 1,176,471 shares of Class A Common Stock underlying Series A Warrants, with an exercise price of $4.00 per share; (ii) 1,176,471 shares of Class A Common Stock underlying Series B Warrants, with an exercise price of $4.00 per share; (iii) 1,176,471 shares of Class A Common Stock underlying Pre-Funded Warrants, with an exercise price of $0.001 per share, pursuant to that certain securities purchase agreement dated as of September 24, 2024 between the Company and an institutional investor and (iv) up to 88,235 shares of Class A Common Stock that are issuable upon the exercise of certain private placement warrants (the “Placement Agent Warrants”) issued to designees of H.C. Wainwright & Co., LLC, our placement agent (the “Placement Agent”) pursuant to an engagement letter in connection with the Purchase Agreement and the offering contemplated thereunder.

We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholder pursuant to this prospectus. We will, however, receive the exercise price of (i) $0.001 per share of any of the Pre-Funded Warrants, (ii) $4.00 per share of any of the Series A Warrants (ii) $4.00 per share of any of the Series B Warrants and (iii) $5.1235 per share of any Placement Agent Warrants, in each case, exercised for cash. Additionally, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholder in disposing of the securities, associated with the sale of securities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the Selling Securityholder is set forth in this prospectus in the Prospectus Summary under the heading “Recent Wainwright Private Financing” and “Description of Securities.”

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