Banzai International Inc. (NASDAQ: BNZI) amended terms of its convertible note agreement with CP BF Lending, LLC, reducing the floor price from $50.00 to $4.50 per share on a post-reverse stock split basis, according to a company statement.

The amendment affects a convertible note with an outstanding balance of $5,361,910 as of May 14, 2026. The conversion price remains at 95% of the Class A Common Stock price on the trading day before delivery of any conversion notice, subject to the new floor price.

The company completed a 1-for-20 reverse stock split of its Class A and Class B Common Stock on May 8, 2026, which proportionately adjusted the conversion price under the note terms.

The convertible note originated from a $1,500,000 loan agreement entered in February 2021. Through subsequent amendments and conversions, including a September 2024 debt-to-equity conversion of $2,000,000 into $2,200,000 in equity securities, the remaining debt was consolidated into the current convertible note with a principal amount of $10,758,774.75.

Under the October 2025 letter agreement, CP BF agreed to partially convert the note balance into Class A Common Stock subject to daily volume limitations of 5% of aggregate daily trading volume. The company's obligation to prepay a portion of securities offering proceeds to CP BF is suspended during a specified period following payment of at least $2,000,000 of the note balance.

The company stated that failure to comply with the floor price amendment constitutes an event of default under the loan agreement.