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Banzai International, Inc. (BNZI) is offering up to 2,500,011 shares of Class A common stock in an at-the-market offering with an assumed offering price of $3.01 per share (closing price on August 21, 2025). Net proceeds, together with existing cash, are intended to repay obligations under outstanding convertible notes issued in June and August 2025 and to fund working capital, sales and marketing, product development and capital expenditures.

The company reports a historical net tangible book deficit of $(11.08) per share as of June 30, 2025, a pro forma as-adjusted deficit of $(2.49) per share after this offering, and expected dilution to new investors of $(5.50) per share. The offering will be conducted as an at-the-market distribution on Nasdaq (symbol BNZI), and the prospectus supplement references risk factors including geopolitical and macroeconomic disruptions.

Banzai International amended its prior report to correct a scrivener's error and describes a recent private financing. The company issued senior secured convertible notes with an aggregate original principal of $11,000,000 that carry a 10% original issue discount and accrue interest at 10% per annum. The Notes mature 12 months from issuance and are convertible into common stock subject to a floor conversion price of $0.11 and beneficial ownership limitations of 4.99% (or up to 9.99% by election). Buyer warrants to purchase up to 671,243 shares and financial advisor warrants for 212,121 shares were issued. Initial net proceeds to the company were approximately $1.725 million, intended for general corporate purposes and working capital.

The amendment corrects the stated maturity to 12 months (and corrects an exhibit maturity date to June 30, 2026). The transaction includes registration rights requiring a registration statement to be filed and effective on an expedited timetable, a leak-out agreement limiting resale during a restricted period, and customary default, redemption and conversion mechanics, including a 15% redemption premium upon certain defaults.

Banzai International, Inc. filed a Pre-Effective Amendment No. 1 to its Form S-3 registration statement on August 6, 2025, removing ClearDoc, Inc. (doing business as OpenReel) financial statements for the three months ended March 31, 2025, because OpenReel is consolidated into Banzai’s financials for that period. The shelf prospectus registers up to $30,000,000 of securities, including Class A common stock (listed on Nasdaq as BNZI), preferred stock, warrants, rights, debt securities and units, to be sold from time to time in one or more offerings.

The prospectus discloses corporate and market metrics relevant to investors: a public float of $10,432,706 based on 2,752,693 non-affiliate shares at a closing price of $3.79 on August 4, 2025; reverse stock splits of 1-for-50 effective September 19, 2024 and 1-for-10 effective July 8, 2025; and Nasdaq minimum bid-price risk, noting the company has not yet received formal notice that it regained compliance despite a post-split bid above $1.00. Reported net losses were $31,095,029 in 2024 and $14,406,262 in 2023; on a 1-for-10 adjusted basis the 2024 net loss per share is shown as $69.75. The company also notes operational updates including the addition of 419 customers from OpenReel and an increase in multi-host Demio customers from 14 to 94 as of March 31, 2025.