8-K
Banzai International, Inc. (BNZI)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):April 15, 2025
Banzai International,Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39826 | 85-3118980 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 435 Ericksen Ave, Suite 250<br><br> <br>Bainbridge Island, Washington | 98110 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’stelephone number, including area code: (206) 414-1777
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class<br> A common stock, par value $0.0001 per share | BNZI | The Nasdaq Capital Market |
| Redeemable<br> Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | BNZIW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02 Results of Operations and Financial Condition.
On April 15, 2025, Banzai International, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information reported under this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item7.01 Regulation FD Disclosure.
Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Banzai International, Inc. dated April 15, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 15, 2025
| BANZAI INTERNATIONAL, INC. | |
|---|---|
| By: | /s/ Joseph Davy |
| Joseph Davy | |
| Chief Executive Officer |
Exhibit99.1
BanzaiReports Fourth Quarter and Full Year 2024 Financial Results
Revenueof $16.7 Million on a Consolidated, Pro-forma Basis for the Twelve Months Ending December 31, 2024, Representing 267% Annual Growth;Exceeded Guidance of $10 Million by 67%
Q42024 Adjusted Net Loss Improved by $7.8 Million from ($9.2) Million in Q4 2023 to ($1.4) Million, Bringing the Company Closer to Profitability
Managementto Host Fourth Quarter and Full Year 2024 Results Conference Call Today, Tuesday, April 15, 2025 at 5:30 p.m. Eastern Time
SEATTLE– April 15, 2025 – Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today reported financial results for the fourth quarter and full year ended December 31, 2024.
FourthQuarter 2024 and Subsequent Key Financial & Operational Highlights
| ● | Completed<br> two acquisitions: ClearDoc, Inc. (“OpenReel”) on December 19, 2024, and<br> Vidello, Ltd. (“Vidello”) on January 31, 2025. |
|---|---|
| ● | Signed<br> a definitive agreement to acquire Act-On Software Inc. (“Act-On”), an<br> enterprise marketing automation platform (MAP) provider, which is projected to increase revenue<br> by $27 million for the twelve-month period ending December 31, 2025, on a pro-forma basis,<br> when completed; acquisition subject to closing conditions. |
| --- | --- |
| ● | Completed<br> ahead-of-schedule repayment of $20.3 million of outstanding liabilities as of March<br> 31, 2025, pursuant to the $24.8 million debt payoff and restructuring agreements announced<br> on September 24, 2024. |
| --- | --- |
Pro-Forma,As Consolidated Highlights of Banzai International, Inc; ClearDoc, Inc. (d/b/a OpenReel); and Vidello, Ltd.
| ● | Revenue<br> of $16.7 million on a consolidated, pro-forma basis, for the year ended December 31, 2024,<br> representing 267% annual growth compared to Banzai’s stand-alone revenue in FY 2023. |
|---|---|
| ● | Expanded<br> customer base to over 90,000 total customers. |
| --- | --- |
Highlightsof Banzai International, Inc.
| ● | Revenue<br> of $4.5 million for FY 2024, a decrease of $0.03 million over FY 2023 of $4.6 million on<br> a GAAP basis. |
|---|---|
| ● | Revenue<br> of $1.3 million for Q4 2024 compared to $1.1 million for Q3 2024, a 20% sequential increase. |
| --- | --- |
| ● | Annual<br> Recurring Revenue (ARR) of $6.8 million for Q4 2024. This represents a 54% annualized ARR<br> growth rate compared to Q3 2024. |
| --- | --- |
| ● | Q4<br> 2024 Adjusted Net Loss was ($1.44) million, a $(0.03) million sequential improvement from<br> Q3 2024 Adjusted Net Loss of ($1.47) million. This represents an annualized improvement of<br> $0.12 million. |
| --- | --- |
| ● | FY<br> 2024 Adjusted EBITDA improved by $5.4 million to ($6.5) million in FY 2024 from ($11.9) million<br> in FY 2023. |
| --- | --- |
| ● | Launched<br> a comprehensive initiative designed to improve net income by up to $13.5 million annually<br> while maintaining growth outlook. |
| --- | --- |
| ● | Demio’s<br> AI-powered webinar platform recognized with multiple accolades from the Gartner Digital Markets<br> brands – Capterra, Software Advice, and GetApp. |
| --- | --- |
Highlightsof ClearDoc Inc. (d/b/a OpenReel)
| ● | OpenReel<br> demonstrated profitable financial results in FY 2024. |
|---|---|
| ● | FY<br> 2024 Revenue of $6.3 million |
| --- | --- |
| ● | FY<br> 2024 Net Income of $0.1 million |
| --- | --- |
Highlightsof Vidello, Ltd.
| ● | Vidello<br> demonstrated profitable financial performance in CY 2024. |
|---|---|
| ● | CY<br> 2024 Revenue of $6.1 million |
| --- | --- |
| ● | CY<br> 2024 Net Income of $1.5 million |
| --- | --- |
| ● | Launched<br> CreateStudio 4.0, the latest version of its award-winning video creation product. |
| --- | --- |
| ● | Vidello,<br> Ltd. FY 2024 ends March 31, 2024. CY 2024 results included audited financials for the period<br> January 1, 2024, through March 31, 2024, and include reviewed, unaudited financials for the<br> period April 1, 2024, through December 31, 2024. |
| --- | --- |
“The fourth quarter was underscored by significant consolidated, pro-forma revenue growth enabled by the recently closed acquisitions of Vidello and OpenReel, and continued strong performance for our products,” said Joe Davy, Founder and CEO of Banzai. “Pro-forma revenue was $16.7 million for the full year 2024 including the recently closed acquisitions, representing a 267% increase from the prior year’s standalone results. Vidello’s next-generation video creation, editing, and marketing suite, and OpenReel’s digital video creation platform combined to add approximately $12.4 million in revenues that enabled us to exceed our previously announced 2024 guidance. In addition, we are making continued progress toward closing the acquisition of Act-On Software, which is projected to increase revenue by $27 million for the full year 2025 on a pro-forma basis when completed, which remains subject to the satisfaction or waiver of closing conditions and therefore there is no guarantee it will be completed or provide such revenue.
“For the fourth quarter, we achieved a 54% annualized Annual Recurring Revenue growth rate. Growth was driven by our focus on mid-market and enterprise customers, and on the Reach product through re-engineering and expanded sales efforts. In total, we now serve over 90,000 customers.
“To better serve our customers, we have continued to invest in our products and growth initiatives. We recently launched CreateStudio 4.0, with major A.I. enhancements for video creation including new A.I. builders, hook generators and assistant, and improved audio visualizer, call-to-action, and UI improvements. We added significant enhancements to our Demio platform through deeper integration with Salesforce, and key enhancements designed to maximize efficiency and scalability. Demio’s success was further validated with accolades including the Capterra Shortlist, the Software Advice Frontrunners, the GetApp Category Leaders, and Forbes.
“In 2024 we developed a completely re-engineered Reach offering, that we feel positions us for future growth in that category, as well as Curate, an AI-powered newsletter product which has already gained meaningful early customer traction.
“We made significant improvements to our balance sheet and cost structure, which we believe will position us for sustainable profitability in the future. With the investment in our Vidello acquisition, we further improved our financial position and flexibility with a $34.3 million year over year improvement in stockholders’ equity, expected to be positive $3.4 million as of March 31, 2025. We also implemented a strategic initiative that we expect will enable us to significantly improve net income, substantially extend our cash runway, and invest in growth. We are making significant progress toward these goals and overall improvement in net income is expected to be approximately $13.5 million annually when fully implemented, while maintaining our growth outlook.
“Looking ahead, combined with our new acquisitions we are fueling marketing results with an integrated platform of AI-powered MarTech solutions that will continue to drive growth. We are launching exciting new products and capabilities that will provide innovative solutions for our clients and further our market reach. We continually strive to manage costs efficiently while investing in our software platform, sales and marketing, and product development. We look forward to additional updates on our anticipated milestones in the weeks and months to come,” concluded Davy.
FourthQuarter 2024 Financial Results
Banzai believes its non-GAAP financial measure ARR is more meaningful in evaluating its performance. The Company’s management team evaluates its financial and operating results utilizing this non-GAAP measure. For the three months ended December 31, 2024, ARR increased to $6.8 million, representing a 54% annualized ARR growth rate.
Total GAAP revenue for the three months ended December 31, 2024, was $1.3 million, a sequential increase of 20.3% from the three months ended September 30, 2024, and an increase of 20.1% compared to the prior year quarter.
Total cost of revenue for the three months ended December 31, 2024 was $0.4 million, compared to $0.3 million in the prior year quarter, an increase of 19.9%. The increase was proportional to the revenue for the corresponding period.
Gross profit for the three months ended December 31, 2024, was $0.9 million, compared to $0.8 million in the prior year quarter. Gross margin was 71.2% in the fourth quarter of 2024, compared to 71.3% in the fourth quarter of 2023.
Total operating expenses for the three months ended December 31, 2024, were $4.8 million, compared to $4.0 million in the prior year quarter.
Net loss for the three months ended December 31, 2024, was $7.9 million, compared to $6.4 million in the prior year quarter. The greater net loss is primarily due to higher Pubco expense & overall operating expenses.
Adjusted Net Loss for the three months ended December 31, 2024, was ($1.4) million, compared to ($9.2) million in the prior year quarter. This was driven by improvements to the Company’s efficiency and by write-off agreements entered into for certain liabilities, substantially reducing the Company’s current and future cash liabilities.
Adjusted EBITDA for the three months ended December 31, 2024, was ($4.1) million, compared to Adjusted EBITDA of ($23.7) million for the prior year quarter, representing an improvement of $19.6 million.
FullYear 2024 Financial Results
Total revenue for the year ended December 31, 2024, and 2023, was $4.5 million and $4.6 million, respectively, a decrease of 0.7%. This decrease is primarily attributable to lower Reach revenue which declined by approximately $19 thousand due to a shift in Banzai’s focus to its Demio product and decision to phase out the legacy Reach offering, which decision was reversed in the later part of Q1 2024, with the launch of Reach 2.0. In 2024 Banzai revitalized its focus on the Reach offering through re-engineering and expanded sales efforts. Demio revenue was lower by approximately $223 thousand for the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to churn and lower new sales period-over-period, and due to the company’s strategic shift to focus on mid-market customers, which the Company expects will ultimately result in higher Average Customer Value and Net Retention Rate for the Demio product.
Cost of revenue for the years ended December 31, 2024, and 2023 was $1.42 million and $1.44 million, respectively. This represents an improvement of approximately $22 thousand, or approximately 1.5%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023. This improvement is due primarily to a higher average customer value that led to an approximately 5% lower average cost per customer, driven by lower contracted services and infrastructure costs of approximately $84 thousand and $90 thousand, respectively.
Gross profit for the year ended December 31, 2024, and 2023 was $3.11 million and $3.12 million, respectively. This represents a decrease of approximately $11 thousand, or approximately 0.4%, which was due to the decreases in revenue of approximately $33 thousand and decreases in the cost of revenue of approximately $22 thousand described above. Gross margin for the year ended December 31, 2024 and 2023 was 68.6% and 68.3%, respectively.
Total operating expenses for the year ended December 31, 2024 and 2023, were $16.6 million and $12.9 million, respectively, an increase of 28.4%. This increase was due primarily to an overall increase in salaries and related expenses of approximately $0.5 million, marketing expenses of approximately $0.6 million, costs associated with audit, technical accounting, and legal and other professional services of approximately $2.6 million. On September 16, 2024, the Company implemented a reduction in force (the “Reduction”) intended to decrease expenses and maintain a streamlined organization to support key programs and customers, that is expected to conserve cash. As part of the Reduction, the Company reduced its headcount by 24 employees, which represented approximately 34% of the Company’s full-time employees as of September 16, 2024. The cost-saving measures from the Reduction are expected to reduce annual operating expenses by approximately an additional $1.3 million beginning in the fourth quarter of 2024. The Company estimates that it will incur total restructuring charges of approximately $0.1 million, including severance payments in connection with the Reduction. The Company completed the reduction in October, 2024.
Net loss for the year ended December 31, 2024 and 2023, was $31.5 million and $14.4 million, respectively. The greater net loss is primarily due to an increase in total other expenses of approximately $13.4 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, in addition to an increase in operating expenses of approximately $3.7 million.
Adjusted Net Loss for the year ended December 31, 2024 and 2023, was ($6.5) million and ($11.9) million, respectively, representing an improvement of $5.4 million.
Net cash used in operating activities for the year ended December 31, 2024, was $9.6 million, compared to $1.6 million for the year ended December 31, 2023.
Cash totaled $1.1 million as of December 31, 2024, compared to $2.1 million as of December 31, 2023.
Annual Recurring Revenue (“ARR”) refers to annual run-rate revenue of subscription agreements from all customers in the last month of the measured period. These statements are forward-looking and actual ARR may differ materially. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause Banzai’s actual ARR to differ materially from these forward-looking statements.
FourthQuarter and Full Year 2024 Results Conference Call
Banzai Founder & CEO Joe Davy and Interim CFO Alvin Yip will host the conference call, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.
To access the call, please use the following information:
| Date: | Tuesday,<br> April 15, 2025 |
|---|---|
| Time: | 5:30<br> p.m. Eastern Time (2:30 p.m. Pacific Time) |
| Webcast Registration: | https://my.demio.com/ref/aLRoHasrpp8D7bM7 |
A replay of the webcast and the presentation utilized during the call will be available in the Company’s investor relations section here.
NoteAbout Non-GAAP Financial Measures
AdjustedEBITDA
In addition to our results determined in accordance with U.S. GAAP, we believe that Adjusted EBITDA, a non-GAAP measure as defined below, is useful in evaluating our operational performance distinct and apart from certain irregular, non-cash, and non-operational expenses. We use this information for ongoing evaluation of operations and for internal planning purposes. We believe that non- GAAP financial information, when taken collectively with results under GAAP, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies.
Non-GAAP measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We endeavor to compensate for the limitation of Adjusted EBITDA, by also providing the most directly comparable GAAP measure, which is net loss, and a description of the reconciling items and adjustments to derive the non-GAAP measure.
Adjusted EBITDA should only be considered alongside results prepared in accordance with GAAP, including various cash-flow metrics, net income (loss) and our other GAAP results and financial performance measures.
NetIncome/(Loss) to Adjusted EBITDA Reconciliation
| Year<br> Ended<br> December 31, | Year<br> Ended<br> December 31, | Year-over- | Year-over- | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ($<br> in Thousands) | 2024 | 2023 | Year | Year<br> % | |||||||
| Net<br> loss | $ | (31,513 | ) | $ | (14,406 | ) | ) | 118.7 | % | ||
| Other<br> expense (income), net | 88 | (63 | ) | -239.7 | % | ||||||
| Depreciation<br> expense | 24 | 7 | 242.9 | % | |||||||
| Stock<br> based compensation | 1,166 | 1,246 | ) | -6.4 | % | ||||||
| Interest<br> expense | — | 1,068 | ) | -100.0 | % | ||||||
| Interest<br> expense - related party | 3,047 | 4,486 | ) | -32.1 | % | ||||||
| Income<br> tax expense | — | — | nm | ||||||||
| GEM<br> settlement fee expense | 200 | — | nm | ||||||||
| Gain<br> on extinguishment of liabilities | (681 | ) | — | ) | nm | ||||||
| Loss<br> on debt issuance | 653 | — | nm | ||||||||
| Loss<br> on issuance of term notes | 1,072 | — | nm | ||||||||
| Loss<br> on conversion and settlement of Alco promissory notes - related party | 4,809 | — | nm | ||||||||
| Loss<br> on conversion and settlement of CP BF notes - related party | 6,529 | — | nm | ||||||||
| Change<br> in fair value of warrant liability | (626 | ) | (1,807 | ) | -65.4 | % | |||||
| Change<br> in fair value of warrant liability - related party | (573 | ) | 115 | ) | -598.3 | % | |||||
| Change<br> in fair value of simple agreement for future equity | — | (208 | ) | -100.0 | % | ||||||
| Change<br> in fair value of simple agreement for future equity - related party | — | (2,752 | ) | -100.0 | % | ||||||
| Change<br> in fair value of bifurcated embedded derivative liabilities | — | (1,405 | ) | -100.0 | % | ||||||
| Change<br> in fair value of bifurcated embedded derivative liabilities - related party | (51 | ) | (3,063 | ) | -98.3 | % | |||||
| Change<br> in fair value of convertible notes | 693 | (34 | ) | -2138.2 | % | ||||||
| Change<br> in fair value of term notes | 89 | — | nm | ||||||||
| Change<br> in fair value of convertible bridge notes | (10 | ) | — | ) | nm | ||||||
| Yorkville<br> prepayment premium expense | 81 | — | nm | ||||||||
| Goodwill<br> impairment | 2,725 | — | nm | ||||||||
| Transaction<br> related expenses | 5,772 | 4,746 | 21.6 | % | |||||||
| Adjusted<br> EBITDA (Loss) | $ | (6,506 | ) | $ | (11,944 | ) | -45.5 | % |
All values are in US Dollars.
AboutBanzai
Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. On a mission to help their customers grow, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Customers who use Banzai’s product suite include Autodesk, Dell Technologies, New York Life, Thermo Fisher Scientific, Thinkific, and ActiveCampaign, among thousands of others. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.
InvestorRelations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
BNZI@mzgroup.us
www.mzgroup.us
Media
Rachel Meyrowitz
Director, Demand Generation, Banzai
media@banzai.io
BANZAIINTERNATIONAL, INC.
ConsolidatedBalance Sheets
| December<br> 31, 2023 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current<br> assets: | |||||
| Cash | 1,087,497 | $ | 2,093,718 | ||
| Accounts<br> receivable, net of allowance for credit losses of 24,210 and 5,748, respectively | 936,321 | 105,049 | |||
| Prepaid<br> expenses and other current assets | 643,674 | 741,155 | |||
| Total<br> current assets | 2,667,492 | 2,939,922 | |||
| Property<br> and equipment, net | 3,539 | 4,644 | |||
| Intangible<br> assets, net | 3,883,853 | — | |||
| Goodwill | 18,972,475 | 2,171,526 | |||
| Operating<br> lease right-of-use assets | 72,565 | 134,013 | |||
| Bifurcated<br> embedded derivative asset - related party | 63,000 | — | |||
| Other<br> assets | 11,154 | 38,381 | |||
| Total<br> assets | 25,674,078 | 5,288,486 | |||
| LIABILITIES<br> AND STOCKHOLDERS’ DEFICIT | |||||
| Current<br> liabilities: | |||||
| Accounts<br> payable | 7,782,746 | 6,439,863 | |||
| Accrued<br> expenses and other current liabilities | 3,891,018 | 5,194,240 | |||
| Convertible<br> notes (Yorkville) | — | 1,766,000 | |||
| Convertible<br> notes - related party | 8,639,701 | 5,233,932 | |||
| Convertible<br> notes | 215,057 | — | |||
| Notes<br> payable - related party, net of discount | — | 9,164,924 | |||
| Notes<br> payable, carried at fair value | 3,575,000 | — | |||
| Deferred<br> underwriting fees | — | 4,000,000 | |||
| Deferred<br> fee | — | 500,000 | |||
| Warrant<br> liability | 15,000 | 641,000 | |||
| Warrant<br> liability - related party | 2,300 | 575,000 | |||
| Earnout<br> liability | 14,850 | 59,399 | |||
| Due<br> to related party | 167,118 | 67,118 | |||
| GEM<br> commitment fee liability | — | 2,000,000 | |||
| Deferred<br> revenue | 3,934,627 | 1,214,096 | |||
| Operating<br> lease liabilities, current | 22,731 | 234,043 | |||
| Total<br> current liabilities | 28,260,148 | 37,089,615 | |||
| Deferred<br> revenue - long-term | 117,643 | — | |||
| Deferred<br> tax liability | 10,115 | — | |||
| Operating<br> lease liabilities, non-current | 49,974 | — | |||
| Other<br> long-term liabilities | — | 75,000 | |||
| Total<br> liabilities | 28,437,880 | 37,164,615 | |||
| Commitments<br> and contingencies (Note 17) | |||||
| Stockholders’<br> equity (deficit): | |||||
| Common<br> stock, 0.0001 par value, 275,000,000 (250,000,000 Class A and 25,000,000 Class B) shares authorized and 8,195,163 (5,884,029 Class<br> A and 2,311,134 Class B) and 2,585,297 (274,163 Class A and 2,311,134 Class B) issued and outstanding at December 31, 2024 and December<br> 31, 2023, respectively | 800 | 259 | |||
| Preferred<br> stock, 0.0001 par value, 75,000,000 shares authorized, 1 and 0 shares issued and outstanding at December 31, 2024 and December 31,<br> 2023 | — | — | |||
| Additional<br> paid-in capital | 75,515,111 | 14,889,936 | |||
| Accumulated<br> deficit | (78,279,713 | ) | (46,766,324 | ) | |
| Stockholders’<br> equity (deficit) | (2,763,802 | ) | (31,876,129 | ) | |
| Total<br> liabilities and stockholders’ equity (deficit) | 25,674,078 | $ | 5,288,486 |
All values are in US Dollars.
BANZAIINTERNATIONAL, INC.
ConsolidatedStatements of Operations
| For<br> the Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Operating<br> income: | ||||||
| Revenue | $ | 4,527,879 | $ | 4,561,300 | ||
| Cost<br> of revenue | 1,422,542 | 1,444,618 | ||||
| Gross<br> profit | 3,105,337 | 3,116,682 | ||||
| Operating<br> expenses: | ||||||
| General<br> and administrative expenses | 16,548,902 | 12,905,073 | ||||
| Depreciation<br> and amortization expense | 24,179 | 7,160 | ||||
| Total<br> operating expenses | 16,573,081 | 12,912,233 | ||||
| Operating<br> loss | (13,467,744 | ) | (9,795,551 | ) | ||
| Other<br> expenses (income): | ||||||
| SEPA<br> commitment fee and deferred fee expense | — | 3,826,176 | ||||
| GEM<br> warrant expense | — | 2,448,000 | ||||
| GEM<br> commitment fee expense | — | 2,000,000 | ||||
| GEM<br> settlement fee expense | 200,000 | — | ||||
| Other<br> expense (income), net | 88,329 | (62,985 | ) | |||
| Interest<br> income | (10 | ) | (813 | ) | ||
| Interest<br> expense | — | 1,068,447 | ||||
| Interest<br> expense - related party | 3,047,101 | 4,486,027 | ||||
| Gain<br> on extinguishment of liabilities | (680,762 | ) | — | |||
| Loss<br> on debt issuance | 653,208 | — | ||||
| Loss<br> on extinguishment of term notes | 1,071,563 | — | ||||
| Loss<br> on conversion and settlement of Alco promissory notes - related party | 4,808,882 | — | ||||
| Loss<br> on conversion and settlement of CP BF notes - related party | 6,529,402 | — | ||||
| Change<br> in fair value of warrant liability | (626,000 | ) | (1,807,000 | ) | ||
| Change<br> in fair value of warrant liability - related party | (572,700 | ) | 115,000 | |||
| Change<br> in fair value of simple agreement for future equity | — | (207,570 | ) | |||
| Change<br> in fair value of simple agreement for future equity - related party | — | (2,752,430 | ) | |||
| Change<br> in fair value of bifurcated embedded derivative liabilities | — | (1,404,863 | ) | |||
| Change<br> in fair value of bifurcated embedded derivative liabilities - related party | (51,000 | ) | (3,063,278 | ) | ||
| Change<br> in fair value of convertible notes | 693,000 | (34,000 | ) | |||
| Change<br> in fair value of term notes | 88,588 | — | ||||
| Change<br> in fair value of convertible bridge notes | (10,176 | ) | — | |||
| Yorkville<br> prepayment premium expense | 80,760 | — | ||||
| Goodwill<br> impairment | 2,725,460 | — | ||||
| Total<br> other expenses, net | 18,045,645 | 4,610,711 | ||||
| Loss<br> before income taxes | (31,513,389 | ) | (14,406,262 | ) | ||
| Income<br> tax expense | — | — | ||||
| Net<br> loss | (31,513,389 | ) | (14,406,262 | ) | ||
| Deemed<br> dividend - Series A and Series B warrant modification (net of tax) | (418,360 | ) | — | |||
| Net<br> loss attributable to common shareholders | $ | (31,095,029 | ) | $ | (14,406,262 | ) |
| Net<br> loss per share attributable to common shareholders | ||||||
| Basic<br> and diluted | $ | (6.97 | ) | $ | (6.00 | ) |
| Weighted<br> average common shares outstanding | ||||||
| Basic<br> and diluted | 4,458,169 | 2,401,988 |
BANZAIINTERNATIONAL, INC.
ConsolidatedStatements of Cash Flows
| For<br> the Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash<br> flows from operating activities: | ||||||
| Net<br> loss | $ | (31,513,389 | ) | $ | (14,406,262 | ) |
| Adjustments<br> to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation<br> and amortization expense | 24,179 | 7,160 | ||||
| Provision<br> for credit losses on accounts receivable | 18,462 | (102,112 | ) | |||
| Non-cash<br> shares issued to Yorkville for aggregate commitment fee | — | 3,288,000 | ||||
| Non-cash<br> issuance of warrants accounted for as liabilities | — | 2,448,000 | ||||
| Non-cash<br> share issuance for marketing expenses | 245,252 | — | ||||
| Non-cash<br> settlement of GEM commitment fee | 200,000 | 2,000,000 | ||||
| Non-cash<br> share issuance for Yorkville redemption premium | 80,760 | — | ||||
| Discount<br> at issuance on notes carried at fair value | 747,962 | 686,016 | ||||
| Non-cash<br> interest expense - related party | 1,532,475 | 513,977 | ||||
| Amortization<br> of debt discount and issuance costs | — | 958,822 | ||||
| Amortization<br> of debt discount and issuance costs - related party | 1,393,785 | 2,410,735 | ||||
| Amortization<br> of operating lease right-of-use assets | 137,717 | 173,245 | ||||
| Stock<br> based compensation expense | 1,165,680 | 1,245,796 | ||||
| Gain<br> on extinguishment of liability | (680,762 | ) | — | |||
| Loss<br> on conversion and settlement of Alco promissory notes - related party | 4,808,882 | — | ||||
| Loss<br> on conversion and settlement of CP BF notes - related party | 6,529,402 | — | ||||
| Loss<br> on debt issuance | 653,208 | — | ||||
| Loss<br> on extinguishment of term notes | 1,071,563 | — | ||||
| Impairment<br> loss | 2,725,460 | — | ||||
| Excise<br> tax | — | 305,719 | ||||
| Change<br> in fair value of warrant liability | (626,000 | ) | (1,807,000 | ) | ||
| Change<br> in fair value of warrant liability - related party | (572,700 | ) | 115,000 | |||
| Change<br> in fair value of simple agreement for future equity | — | (207,570 | ) | |||
| Change<br> in fair value of simple agreement for future equity - related party | — | (2,752,430 | ) | |||
| Change<br> in fair value of bifurcated embedded derivative liabilities | — | (1,404,863 | ) | |||
| Change<br> in fair value of bifurcated embedded derivative liabilities - related party | (51,000 | ) | (3,063,278 | ) | ||
| Change<br> in fair value of convertible promissory notes | 693,000 | (34,000 | ) | |||
| Change<br> in fair value of term notes | 88,588 | — | ||||
| Change<br> in fair value of convertible bridge notes | (10,176 | ) | — | |||
| Changes<br> in operating assets and liabilities: | ||||||
| Accounts<br> receivable | 15,828 | 65,479 | ||||
| Prepaid<br> expenses and other current assets | 551,645 | (407,648 | ) | |||
| Other<br> assets | 27,227 | — | ||||
| Deferred<br> offering costs | — | (1,708,163 | ) | |||
| Accounts<br> payable | 1,012,281 | 5,339,614 | ||||
| Due<br> to related party | — | 67,118 | ||||
| Deferred<br> revenue | (6,315 | ) | 283,660 | |||
| Accrued<br> expenses | 498,051 | 4,448,867 | ||||
| Operating<br> lease liabilities | (237,607 | ) | (284,963 | ) | ||
| Earnout<br> liability | (44,549 | ) | (229,700 | ) | ||
| Deferred<br> fees | — | 500,000 | ||||
| Deferred<br> revenue - long-term | 10,573 | — | ||||
| Deferred<br> tax liability | 10,115 | — | ||||
| Other<br> long-term liabilities | (75,000 | ) | — | |||
| Net<br> cash used in operating activities | (9,575,403 | ) | (1,550,781 | ) | ||
| Cash<br> flows from investing activities: | ||||||
| Cash<br> acquired in acquisition of OpenReel | 82,219 | — | ||||
| Net<br> cash provided by investing activities | 82,219 | — | ||||
| Cash<br> flows from financing activities: | ||||||
| Effect<br> of Merger, net of transaction costs (Note 4) | — | (7,615,462 | ) | |||
| Payment<br> of GEM commitment fee | (1,200,000 | ) | — | |||
| Repayment<br> of convertible notes (Yorkville) | (750,000 | ) | — | |||
| Proceeds<br> from term notes, net of issuance costs | 2,782,438 | — | ||||
| Repayment<br> of term notes | (1,939,583 | ) | — | |||
| Partial<br> repayment of convertible notes - related party | (283,315 | ) | — | |||
| Proceeds<br> from Yorkville redemption premium | 35,040 | — | ||||
| Proceeds<br> from advance from related party | 100,000 | — | ||||
| Proceeds<br> from issuance of GEM promissory note | — | — | ||||
| Proceeds<br> from issuance of notes payable, net of issuance costs - related party | — | 4,387,701 | ||||
| Proceeds<br> from issuance of convertible notes, net of issuance costs | 2,602,000 | 3,235,000 | ||||
| Proceeds<br> from issuance of convertible notes, net of issuance costs - related party | — | 2,583,000 | ||||
| Proceeds<br> received for exercise of Pre-Funded warrants | 2,072 | — | ||||
| Proceeds<br> from issuance of shares to Yorkville under the SEPA agreement | 880,943 | — | ||||
| Proceeds<br> from issuance of common stock | 6,257,368 | 30,761 | ||||
| Net<br> cash provided by financing activities | 8,486,963 | 2,621,000 | ||||
| Net<br> decrease in cash | (1,006,221 | ) | 1,070,219 | |||
| Cash<br> at beginning of period | 2,093,718 | 1,023,499 | ||||
| Cash<br> at end of period | $ | 1,087,497 | $ | 2,093,718 |