{"filing":{"accession_number":"0001493152-26-042422","cik":"0001826011","ticker":"BNZIW","company_name":"Banzai International, Inc.","form":"8-K","filing_date":"2026-09-11","report_date":"2026-09-11","primary_document":"form8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1826011/000149315226042422/form8-k.htm"},"events":[{"id":33024,"run_id":30355,"accession_number":"0001493152-26-042422","anchor_item_number":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Banzai International entered into a Securities Purchase Agreement on September 4, 2026, to issue a convertible promissory note ($2.1–$3.6M principal) and warrants to purchase up to 1.3M shares of Class A common stock in a private placement relying on Section 4(a)(2) and Rule 506. The filing explicitly notes the Company must seek stockholder approval to issue in excess of 20% of outstanding shares at a deemed discount to Nasdaq Minimum Price, and the convertible note and warrants are subject to beneficial ownership and exchange caps, indicating substantial dilution. This is a classic private placement of convertible securities with warrant coverage—a dilutive issuance raising capital.","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":null}],"classifications":[{"id":36350,"accession_number":"0001493152-26-042422","item_number":null,"item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Banzai International entered into a Securities Purchase Agreement on September 4, 2026, to issue a convertible promissory note ($2.1–$3.6M principal) and warrants to purchase up to 1.3M shares of Class A common stock in a private placement relying on Section 4(a)(2) and Rule 506. The filing explicitly notes the Company must seek stockholder approval to issue in excess of 20% of outstanding shares at a deemed discount to Nasdaq Minimum Price, and the convertible note and warrants are subject to beneficial ownership and exchange caps, indicating substantial dilution. This is a classic private placement of convertible securities with warrant coverage—a dilutive issuance raising capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:16:40.689892+00:00","company_name":"Banzai International, Inc.","ticker":"BNZIW","filing_date":"2026-09-11"}]}