Banzai International (BNZI) files for 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 (the “Selling Securityholders”) of up to : (i) 613,269 shares of Class A Common Stock, consisting of shares of Class A Common Stock issuable pursuant to those certain securities purchase agreements between the Company and each of Alco Investment Company (“Alco”) (a related party) and CP BF Lending, LLC c/o Columbia Pacific Advisors (“CP BF”), dated as of September 19, 2024 and September 23, 2024, respectively, as well as a side letter between the Company and CP BF dated September 5, 2024; (ii) 2,279,271 shares of Class A Common Stock underlying a convertible note issued to CP BF (the “Note”); (iii) common warrants to purchase up to 1,896,893 shares of Class A Common Stock, (the “Common Warrants”); and (iv) Pre-Funded Warrants to purchase up to 1,353,624 shares of Class A Common Stock to those purchasers whose purchase of shares of Class A Common Stock would have resulted in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 19.99%) of our outstanding Class A Common Stock immediately following the closing of such purchaser’s transaction, in lieu of shares of Class A Common Stock that would result in beneficial ownership in excess of 4.99% (or, at the election of the purchaser, 19.99%) of our outstanding Class A Common Stock. Each share of our Class A Common Stock, or pre-funded warrant in lieu thereof (the “Pre-Funded Warrants”), is being sold together with a Common Warrant. The shares of Class A Common Stock and Common Warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. Each Pre-Funded Warrant is being offered together with a Common Warrant. The Pre-Funded Warrants and Common Warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. For each Pre-Funded Warrant that we sell, the number of shares of Class A Common Stock we are offering will be reduced on a one-for-one basis.

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