Banzai International, Inc. entered into a Securities Purchase Agreement on September 4, 2026, with an accredited investor identified as Evergreen Capital Management LLC. Under the agreement, the Company agreed to sell a convertible promissory note and a warrant in a private placement.
The convertible promissory note has an initial principal amount of $2,142,857, which is subject to an increase of up to $1,428,571, bringing the total potential principal to $3,571,428. The note carries an original issue discount of 30% and an interest rate of 10% per annum, maturing on June 4, 2027. The note is convertible into shares of Class A common stock at a fixed conversion price of $2.75 per share, subject to a beneficial ownership limitation of 4.99% (increasable to 9.99%) and an exchange cap of 19.99% of outstanding shares.
In connection with the Initial Closing, the Company received $1.500 million in gross proceeds. The remaining $1 million is due in two equal tranches, with the outstanding principal amount of the note increasing by $714,285 upon each subsequent tranche funding. Aegis Capital Corp. served as the exclusive placement agent for the transaction.
The Company also issued a warrant to purchase up to 779,221 shares of Class A common stock at an exercise price of $2.75 per share. This warrant is immediately exercisable and expires on the fifth anniversary of the issuance date. The Company is required to hold a special meeting of stockholders within 60 days to seek approval for issuing shares in excess of 20% of the outstanding Common Stock at a deemed discount to the Nasdaq Minimum Price.
Additionally, Banzai International’s directors, executive officers, and significant stockholders entered into lock-up agreements restricting the sale of their shares for a period of 90 days from the date of the Purchase Agreement.
