{"filing":{"accession_number":"0001193125-26-297663","cik":"0001826011","ticker":"BNZIW","company_name":"Banzai International, Inc.","form":"8-K","filing_date":"2026-07-07","report_date":null,"primary_document":"bnzi-20260707.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1826011/000119312526297663/bnzi-20260707.htm"},"events":[{"id":16534,"run_id":14773,"accession_number":"0001193125-26-297663","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Banzai International completed the acquisition of substantially all assets of ConnectAndSell, Inc. on July 2, 2026, pursuant to an Asset Purchase Agreement, with total consideration of approximately $13.2 million including cash, stock, a promissory note, deferred payments, and earn-out consideration, plus assumption of liabilities.","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14670,"accession_number":"0001193125-26-297663","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of an acquisition of substantially all assets of ConnectAndSell, Inc. by Banzai International on July 2, 2026, pursuant to an Asset Purchase Agreement. The transaction involves $8.45 million in closing consideration (cash, stock, and a promissory note), deferred payments totaling $4.75 million, earn-out consideration, and assumption of liabilities. This is a material acquisition requiring Item 2.01 disclosure and would materially affect a reasonable investor's assessment of the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14673,"accession_number":"0001193125-26-297663","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 7.01 disclosure announces entry into an \"APA\" (Asset Purchase Agreement) with ConnectAndSell, Inc., as evidenced by the press release furnished as Exhibit 99.4. The supplemental financial statements for ConnectAndSell (Exhibit 99.1) explicitly state in Note 12 that \"the Company is in process of negotiating a sale of the Company,\" confirming this is a material acquisition or disposition transaction. While the Item 7.01 framing and forward-looking statement disclaimers suggest the transaction may not yet be fully consummated, the entry into the APA itself constitutes a material M\u0026A event requiring disclosure under Items 1.01 or 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16535,"run_id":14773,"accession_number":"0001193125-26-297663","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Banzai International entered into a Subordinated Business Loan and Security Agreement on July 1, 2026, issuing a $2,100,000 principal subordinated secured promissory note with $2,000,000 in net proceeds, featuring weekly repayment obligations and maturity on February 10, 2027.","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14669,"accession_number":"0001193125-26-297663","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Banzai International entered into a Subordinated Business Loan and Security Agreement on July 1, 2026, issuing a $2,100,000 principal subordinated secured promissory note with $2,000,000 in net proceeds. This is a material creation of a new direct financial obligation, fitting the debt_issuance category. The subordination to existing senior debt and the short maturity (February 10, 2027) with weekly repayment obligations are significant terms that would affect investor assessment of the company's capital structure and liquidity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16536,"run_id":14773,"accession_number":"0001193125-26-297663","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"As part of the ConnectAndSell acquisition, Banzai International issued an Employee Indebtedness Note to ConnectAndSell in the principal amount of $1,800,000 bearing 8% interest, maturing over twelve months in equal quarterly installments, with default interest at 10% and acceleration upon change of control.","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14671,"accession_number":"0001193125-26-297663","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Banzai International issued an Employee Indebtedness Note to ConnectAndSell in the principal amount of $1,800,000 bearing 8% interest, maturing over twelve months in equal quarterly installments. This represents creation of a direct financial obligation under Item 2.03, with material terms including default interest at 10% and acceleration upon change of control. The $1.8M obligation is material to a registrant of this size and would affect investor assessment of the company's financial position and obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16537,"run_id":14773,"accession_number":"0001193125-26-297663","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Banzai International issued unregistered Common Stock and Pre-Funded Warrants to ConnectAndSell pursuant to the Asset Purchase Agreement under Section 4(a)(2) exemption, representing a dilutive equity capital raise by a financially distressed company with negative working capital of approximately $17 million and accumulated deficit of $57.6 million.","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14672,"accession_number":"0001193125-26-297663","item_number":"3.02","item_title":"‎ Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of Common Stock and Pre-Funded Warrants to ConnectAndSell pursuant to an Asset Purchase Agreement (APA), issued under Section 4(a)(2) exemption. The supplemental exhibit reveals ConnectAndSell's auditor has raised substantial doubt about the company's ability to continue as a going concern, with negative working capital of approximately $17 million and accumulated deficit of $57.6 million as of December 31, 2025. This equity issuance to a single investor is a classic dilutive capital raise by a financially distressed company, material to investors assessing the registrant's financial condition and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14669,"accession_number":"0001193125-26-297663","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Banzai International entered into a Subordinated Business Loan and Security Agreement on July 1, 2026, issuing a $2,100,000 principal subordinated secured promissory note with $2,000,000 in net proceeds. This is a material creation of a new direct financial obligation, fitting the debt_issuance category. The subordination to existing senior debt and the short maturity (February 10, 2027) with weekly repayment obligations are significant terms that would affect investor assessment of the company's capital structure and liquidity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-07-07"},{"id":14670,"accession_number":"0001193125-26-297663","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of an acquisition of substantially all assets of ConnectAndSell, Inc. by Banzai International on July 2, 2026, pursuant to an Asset Purchase Agreement. The transaction involves $8.45 million in closing consideration (cash, stock, and a promissory note), deferred payments totaling $4.75 million, earn-out consideration, and assumption of liabilities. This is a material acquisition requiring Item 2.01 disclosure and would materially affect a reasonable investor's assessment of the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-07-07"},{"id":14671,"accession_number":"0001193125-26-297663","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Banzai International issued an Employee Indebtedness Note to ConnectAndSell in the principal amount of $1,800,000 bearing 8% interest, maturing over twelve months in equal quarterly installments. This represents creation of a direct financial obligation under Item 2.03, with material terms including default interest at 10% and acceleration upon change of control. The $1.8M obligation is material to a registrant of this size and would affect investor assessment of the company's financial position and obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-07-07"},{"id":14672,"accession_number":"0001193125-26-297663","item_number":"3.02","item_title":"‎ Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of Common Stock and Pre-Funded Warrants to ConnectAndSell pursuant to an Asset Purchase Agreement (APA), issued under Section 4(a)(2) exemption. The supplemental exhibit reveals ConnectAndSell's auditor has raised substantial doubt about the company's ability to continue as a going concern, with negative working capital of approximately $17 million and accumulated deficit of $57.6 million as of December 31, 2025. This equity issuance to a single investor is a classic dilutive capital raise by a financially distressed company, material to investors assessing the registrant's financial condition and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-07-07"},{"id":14673,"accession_number":"0001193125-26-297663","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 7.01 disclosure announces entry into an \"APA\" (Asset Purchase Agreement) with ConnectAndSell, Inc., as evidenced by the press release furnished as Exhibit 99.4. The supplemental financial statements for ConnectAndSell (Exhibit 99.1) explicitly state in Note 12 that \"the Company is in process of negotiating a sale of the Company,\" confirming this is a material acquisition or disposition transaction. While the Item 7.01 framing and forward-looking statement disclaimers suggest the transaction may not yet be fully consummated, the entry into the APA itself constitutes a material M\u0026A event requiring disclosure under Items 1.01 or 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:28:51.761756+00:00","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-07-07"}]}