Banzai International, Inc 8-K, filed Oct 30, 2026
Banzai International, Inc. (PARA)
About this 8-K
Banzai International, Inc filed this 8-K on October 30, 2026, reporting on events of October 27, 2026.
Parabolic Technologies, Inc. received a Nasdaq delisting determination after its bid price remained below $1.00 per share for 30 consecutive business days, and shareholders approved increasing authorized shares to 850,000,000. AI summary
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Date of Report (Date of earliest event reported): |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices, including zip code) | ||
Registrant’s Telephone Number, Including Area Code: ( |
||
(Former Name or Former Address, if Changed Since Last Report) |
||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
||
The |
||||
The |
Emerging growth company |
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
1. | To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares that we may issue from 350,000,000 total shares to up to 850,000,000 total shares, consisting of up to 750,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), with such numbers to be determined at the Board’s discretion, and 25,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B common stock”, and together with the Class A common stock, the “Common Stock”) and 75,000,000 shares of preferred stock, par value $0.0001 per share (the “Authorized Share Increase Proposal”); |
For | Against | Abstain | ||||||||||
2,221,561 | 53,946 | 4,083 | ||||||||||
2. | To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of our Class A common stock in a potential financing as described in the Proxy Statement (the “Potential Public Offering Issuance Proposal”); |
For | Against | Abstain | ||||||||||
2,223,960 | 49,431 | 6,199 | ||||||||||
3. | To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Class A common stock upon conversion of the convertible promissory note (the “Note”) and upon exercise of the common warrants (the “Common Warrants”) issued to Evergreen Capital Management LLC in a private placement, including issuances in excess of the Exchange Cap (as hereinafter defined), and pursuant to certain voluntary adjustments to the conversion price of the Note and the exercise prices of outstanding warrants (the “Note/Warrant Stockholder Approval Proposal”); |
For | Against | Abstain | ||||||||||
2,226,861 | 45,101 | 7,628 | ||||||||||
4. | The approval of an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of one or more of the proposals or there is not a quorum for one or more of the other proposals. |
For | Against | Abstain | ||||||||||
2,224,938 | 48,118 | 6,534 | ||||||||||
Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description |
|
3.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
PARABOLIC TECHNOLOGIES, INC. |
||
By: | /s/ Joseph Davy |
|
Joseph Davy |
||
Chief Executive Officer |
||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
PARABOLIC TECHNOLOGIES, INC.
FOR INCREASE IN AUTHORIZED CAPITAL
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Parabolic Technologies, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
1. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Restated Certificate”), and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the Restated Certificate as follows:
The first paragraph of Article IV of the Restated Certificate is hereby amended as follows: “The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 850,000,000 shares, consisting of (i) 750,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”)1, (ii) 25,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B common stock” and together with Class A common stock, “Common Stock”), and (iii) 75,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the capital stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.”
2. This Certificate of Amendment shall be effective at 12:01 a.m. Eastern Time on October 30th, 2026.
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 30th day of October, 2026.
| /s/ Joseph Davy |
| Joseph Davy |
| Chief Executive Officer |