Welcome to our dedicated page for Banzai International SEC filings (Ticker: bnzi), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Calidi Biotherapeutics, Inc. (NYSE American: CLDI) has filed a Form S-1 to register 6,355,650 shares of common stock for resale by existing holders. The bulk of the shares (6,053,000) are issuable upon exercise of Series G common warrants at an exercise price of $0.6954 per share (first exercisable 28 Sep 2025; expire 28 Mar 2033). A further 302,650 shares relate to warrants issued to placement agent Ladenburg Thalmann at $0.8125 per share (same first exercise date; expire 28 Sep 2030).
The company will not receive proceeds from the resale; cash would only be generated if warrant holders exercise for cash. At the last reported price of $0.2339 (2 Jul 2025) the warrants are out-of-the-money, but their future exercise could raise capital and dilute existing holders.
Calidi remains an emerging growth and smaller reporting company. It is also seeking shareholder approval to implement a reverse stock split between 1-for-2 and 1-for-19, after which historical share data will be adjusted.
Business profile. Calidi is a clinical-stage biotech developing three immuno-oncology platforms: RedTail (engineered vaccinia virus for systemic delivery of genetic medicines), SuperNova and NeuroNova (stem-cell-based oncolytic virus platforms). Lead candidate CLD-401 (IL-15 super-agonist payload) is targeted to enter Phase I by end-2026. The company currently has no approved products or revenue and highlights the need for substantial additional funding.
Governance changes. Former CEO & Chairman Allan Camaisa resigned effective 22 Apr 2025, becoming “CEO Emeritus� and remaining a Class III director. Eric Poma, Ph.D. was appointed CEO and Class I director, and James Schoeneck became Chairman. Camaisa receives a $500,000 12-month separation package plus consulting and COBRA payments.
The prospectus reiterates extensive risk factors typical of early-stage biotech firms, including capital needs, clinical uncertainty and potential NYSE American listing compliance.
On June 30, 2025, Xenon Pharmaceuticals Inc. (XENE) filed an 8-K announcing a leadership change under Item 5.02. Chief Financial Officer Sherry Aulin resigned the same day. The Board appointed current President & CEO Ian Mortimer as interim CFO, making him the company’s principal financial and accounting officer effective immediately. No modifications were made to Mortimer’s compensation package. Required biographical and related-party information for Mr. Mortimer was previously disclosed in Xenon’s April 24, 2025 proxy statement and is incorporated by reference. No other material transactions or financial data were included in the filing.
The dual CEO/CFO role is intended to be temporary, but the company did not specify the duration of the interim arrangement or outline a search process for a permanent CFO.
GS Finance Corp. is offering $1.08 million of Autocallable Contingent Coupon Equity-Linked Notes due 2028, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes are tied to the performance of Palantir Technologies Inc. (PLTR) Class A common shares and form part of Goldman’s Series F medium-term note program.
Key commercial terms
- Face amount: $1,000 per note (aggregate $1.08 million)
- Issue price: 100% (trade date 30-Jun-2025; settlement 03-Jul-2025)
- Quarterly contingent coupon: $69.625 (6.9625% per quarter, up to 27.85% p.a.) payable only if PLTR closes at or above 60% of the initial price ($136.32) on the relevant observation date.
- Automatic call: If PLTR closes at or above the initial price on any quarterly call observation date from Sep-2025 to Mar-2028, the notes are redeemed at par plus the due coupon.
- Downside protection: 40% buffer. If the final price on 30-Jun-2028 is �60% of the initial price, holders receive par plus any final coupon. If below 60%, repayment equals par plus (index return × par), exposing investors to full downside beyond the buffer.
- Estimated value at pricing: ~$970 per $1,000, reflecting structuring fees and dealer margin; underwriting discount 2%.
- Secondary market: GS & Co. may, but is not obliged to, make a market; bid/ask reflects estimated value plus declining premium (initially $25).
- Credit: senior unsecured obligation of GS Finance Corp. with unconditional guarantee from The Goldman Sachs Group, Inc.; not FDIC insured.
Risk highlights
- Investors may receive no coupons if PLTR trades below the 60% trigger on observation dates.
- If PLTR falls >40% at maturity and the note hasn’t been called, principal loss is one-for-one with the stock’s decline.
- Limited upside: maximum redemption is par plus due coupon; investors do not participate in stock gains above par.
- Market value likely to be below issue price; liquidity limited; pricing sensitive to GS credit spreads, PLTR volatility and interest rates.
- Product complexity, dilution events, market disruption adjustments and discretionary determinations by GS & Co. add additional risks.
The prospectus supplement also details anti-dilution adjustments, default provisions, tax characterization (income-bearing prepaid derivative contract) and extensive hypothetical scenarios illustrating coupon and principal outcomes.
Event: On June 27, 2025, Banzai International, Inc. (NASDAQ: BNZI) filed a Form 8-K disclosing the results of a special shareholder meeting held the same day.
Key outcome: Shareholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation authorizing a 1-for-10 reverse stock split of both Class A and Class B common stock. The Board of Directors retains the authority to abandon the action if it later deems the split unnecessary.
Voting details:
- For: 25,320,879 votes
- Against: 242,880 votes
- Abstained: 4,919 votes
Quorum: 4,768,472 Class A shares (24.34% voting power) and 25,568,678 Class B shares (63.31% voting power) were represented by proxy, establishing a quorum and eliminating the need to adjourn the meeting.
Next steps: Because the proposal passed, the Company intends to file a Certificate of Amendment with the Delaware Secretary of State to implement the reverse split. No other business items, financial results, or major transactions were disclosed in this filing.
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