Banzai International, Inc. entered into a Repurchase Agreement with an institutional investor on October 20, 2026. Under the terms of the agreement, the Company will repurchase existing common stock purchase warrants held by the Investor for $1.5 million in cash upon the closing of a public offering.
The warrants being repurchased allow the Investor to purchase up to 1,662,862 shares of the Company’s Class A common stock. These warrants were originally issued on June 27, 2025, alongside a senior secured convertible note. The warrants have an exercise price of $1.245 per share. Upon the payment of the $1.5 million repurchase price, the warrants will be cancelled and have no further effect.
The Investor has agreed to participate in the upcoming public offering with a minimum commitment of $6 million, subject to the conditions set forth in the Repurchase Agreement. Additionally, the Investor has agreed to an eighteen-trading-day standstill period regarding the Existing Note, commencing on the date of the public filing of the registration statement for the Offering. The Investor also agreed to waive certain provisions within the Securities Purchase Agreement and the Existing Note. As part of the agreement, Banzai International will cover the Investor’s legal fees associated with the drafting and negotiation of the Repurchase Agreement, which are valued at $20,000.
