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
Dateof Report (Date of earliest event reported): September 9, 2024
BanzaiInternational, Inc.
(Exactname 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<br> Nasdaq Global 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<br> 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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On September 9, 2024, Mr. Bill Bryant resigned from his positions as a director of the board of directors (the “Board”) of the Company, and as a member of the audit committee (the “Audit Committee”) and compensation committee (the “CompensationCommittee”), effective immediately. Mr. Bryant’s resignation is not as a result of any disagreement with the Company relating to its operations, policies or practices.
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: September 13, 2024
| BANZAI INTERNATIONAL, INC. | |
|---|---|
| By: | /s/ Joseph Davy |
| Joseph<br> Davy | |
| Chief<br> Executive Officer |