PARA 8-K/A
Banzai International, Inc. (PARA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement 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:
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Trading |
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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).
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 16, 2025, Banzai International, Inc., a Delaware corporation (the “Company”), entered into that certain Exchange Agreement (the “Exchange Agreement”), dated as of December 15, 2025, by and among Agile Capital Funding, LLC, a New York limited liability company (“Collateral Agent”) and Agile Lending, LLC, a Virginia limited liability company (“Agile"), on the one hand, and the Company, on the other hand. Pursuant to the Exchange Agreement, the Company exchanged 232,786 shares (the “Exchange Shares”) of its Class A common stock, par value $0.0001 per share (the “Common Stock”), valued at $1.22 per share, having an aggregate value of $284,000 (the “Note Exchange Amount”), for a reduction of the outstanding balance of that certain Subordinated Secured Promissory Note issued to Agile in the original principal amount of $4,000,000 (the “Note”), which had an outstanding balance of $1,495,375 as of December 11, 2025 (the “Note Balance”) (such transaction, the "Exchange"). In connection with the Exchange, the Company also entered into that certain Forbearance Agreement (the "Forbearance Agreement"), dated as of December 15, 2025, by and among the Company, Agile and the Collateral Agent, pursuant to which Agile agreed to forbear from exercising its remedies with respect to certain events that would constitute Events of Default under the Note, and to temporarily modify certain terms of the related loan agreement (the “Forbearance”), for the period commencing on the closing date of the Exchange and ending on the earlier of (i) March 30, 2026, and (ii) the date of any Forbearance Default, as defined in the Forbearance Agreement (the “Forbearance Period”). The Exchange Agreement, the Forbearance Agreement, and each Subsequent Exchange Agreement (as defined below) are collectively referred to herein as the “Transaction Documents.”
As partial consideration for the Collateral Agent’s and Agile’s agreement to the Forbearance, the Company agreed to pay to Agile a forbearance fee of $628,057.50, in the form of an increase in the principal amount due under the Note (the “Forbearance Fee”). After giving effect to the Forbearance Fee and the Exchange, the outstanding balance under the Note was $1,839,432.50. The Company also agreed to pay all of Agile’s reasonable costs and expenses, in an amount not to exceed $10,000.
Following the initial Exchange, the Company, Agile and the Collateral Agent entered into six additional exchange agreements on substantially similar terms as the Exchange Agreement (each, a "Subsequent Exchange Agreement"), pursuant to each of which the Company issued shares of Common Stock to Agile in exchange for a corresponding reduction in the outstanding balance under the Note by the applicable exchange amount. The Subsequent Exchange Agreements were as follows: (i) on January 27, 2026, the Company issued 135,135 shares at $1.11 per share (aggregate value of $150,000.00), reducing the outstanding balance to $1,689,432.50; (ii) on February 9, 2026, the Company issued 130,208 shares at $1.152 per share (aggregate value of $150,000.00), reducing the outstanding balance to $1,539,432.50; (iii) on February 26, 2026, the Company issued 152,542 shares at $1.18 per share (aggregate value of $180,000.00), reducing the outstanding balance to $1,359,432.50; (iv) on March 31, 2026, the Company issued 168,224 shares at $1.07 per share (aggregate value of $180,000.00), reducing the outstanding balance to $1,179,432.50; (v) on April 15, 2026, the Company issued 290,229 shares at $0.6202 per share (aggregate value of $180,000.00), reducing the outstanding balance to $999,432.50; and (vi) on April 29, 2026, the Company issued 590,163 shares at $0.305 per share (aggregate value of $180,000.00), reducing the outstanding balance to $819,432.50. Accordingly, the Company issued an aggregate of 1,466,501 shares under the Subsequent Exchange Agreements, which represents approximately 7.4% of the Common Stock outstanding as of April 29, 2026.
The Transaction Documents contain customary representations and warranties and conditions regarding the Exchanges and the Forbearance.
This Current Report on Form 8-K/A shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
The information contained in Item 1.01 of this Current Report on Form 8-K/A is incorporated in this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K/A is incorporated in this Item 3.02 by reference. The Exchange Shares and the shares of Common Stock issued pursuant to the Exchange and each Subsequent Exchange Agreement were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the shares of Common Stock were exchanged by the Company with an existing security holder exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1 |
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10.2 |
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10.3 |
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104 |
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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: May 5, 2026
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BANZAI INTERNATIONAL, INC. |
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By: |
/s/ Joseph Davy |
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Joseph Davy |
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Chief Executive Officer |
Exhibit 10.3
FORM OF
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into as of [•] 2026, (the “Effective Date”), by and among Agile Capital Funding, LLC, a New York limited liability company (“Collateral Agent”) and Agile Lending, LLC, a Virginia limited liability company (“Agile” or “Holder”), on the one hand, and Banzai International, Inc., a Delaware corporation (the “Parent”), and all subsidiaries of the Parent (collectively with the Parent, the “Company”), on the other hand. The Company, Collateral Agent, and Agile are sometimes herein referred to as, the “Parties,” and each, sometimes, a “Party”, on the other hand.
RECITALS
WHEREAS, on March 31, 2025, the Parties entered into that certain Subordinated Business Loan and Security Agreement (the “Loan Agreement”), pursuant to which the Company issued that certain Subordinated Secured Promissory Note to Agile in the original principal amount of
$4,000,000 (the “Note”), with the remaining principal and accrued and unpaid interest as of December 11, 2025 was One Million Four Hundred Ninety Five Thousand Three Hundred Seventy Five and 00/100 Dollars ($1,495,375.00);
WHEREAS, on December 15, 2025, the Parties entered into that certain forbearance agreement (the “Forbearance Agreement”), pursuant to which Agile agreed to forbear from exercising its rights and remedies available due to any default of the Loan Agreement and the Note by the Company, in exchange for the outstanding balance due under the Note being increased to Two Million One Hundred Twenty Three Thousand Four Hundred Thirty Two and 50/100 Dollars ($2,123,432.50)(the “Note Balance”);
WHEREAS, on [•], the Parties entered into an Exchange Agreement, pursuant to which Parent issued [•] shares of its Class A Common Stock, par value $0.0001 per share (the “Common Stock”), in exchange for a reduction in the Note Balance by [•], reducing the Note Balance to [•] (the “Current Note Balance”);
WHEREAS, the Company now desires to issue [•] shares of the Parent’s Common Stock (the “Exchange Shares”), having an aggregate value of [•] (the “Note Exchange Amount”), with each Exchange Share being valued at [•], in exchange for the Current Note Balance being reduced by an amount equal to the Note Exchange Amount;
WHEREAS, the Parties agree that the Loan Agreement, and term loan associated therewith, along with any Advances made thereunder, represented a “security”, as that term is commonly defined under the applicable rules and regulations of the Securities Act;
WHEREAS, the Note may be amended or modified, with a written instrument signed by the Parties;
WHEREAS, the transactions envisioned hereunder will be affected in compliance with, and will otherwise satisfy, all requirements of Section 3(a)(9) of the Securities Act; and
WHEREAS, the Parties now desire to enter into this Agreement to effectuate the exchange of the Note Exchange Amount for the Exchange Shares as detailed herein below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein, and intending to be legally bound hereby, the parties agree as follows:
(i) Agile will, on the Free Trading Date (as defined below), reduce the Current Note Balance by an amount equal to the Note Exchange Amount, and (ii) the Company will issue the Exchange Shares to Agile, on or before one business day following the Free Trading Date New York Time, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description, other than restrictions imposed by or arising under federal or state securities laws (the “Exchange”). The Exchange is being made in reliance on the exemption from securities registration provided by Section 3(a)(9) of the Securities Act, and the Company agrees not to take any position to the contrary. All Exchange Shares delivered hereunder shall be delivered via DWAC to Agile’s designated brokerage account. Subject to the securities laws and regulations, the Company agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “Free Trading Date”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Agile’s brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Agile’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Agile.
equitable principles of general application (including any limitation of equitable remedies).
authorizations, orders, filings or registrations as have been obtained or made prior to the Delivery Date).
any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not described in Commission Documents which are required to be described in the Commission Documents. All disclosures contained or incorporated by reference in the Commission Documents, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
(ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen
would likely have, any effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or
(iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under this Agreement.
subsequent breach of or default under the same or any other provision of this Agreement. Further, any failure or delay on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder shall not operate as a waiver of any such right or remedy or preclude other or further exercise thereof or of any other right or remedy.
(iii) if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing; of
(iv) if sent by nationally recognized express courier, one (1) Business Day after date of delivery with such courier.
If to Agile/Collateral Agent:
Agile Capital Funding,
LLC 244 Madison Ave., Suite 168
New York, NY 10016
Email: [•]
If to the Company:
Banzai International, Inc.
435 Ericksen Ave NE, Suite 250
Bainbridge Island, WA 98110
Attention: [•]
are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any exhibit, appendix, annex but not otherwise respectively defined therein shall be defined as set forth in this Agreement;
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
AGILE LENDING, LLC
By:
Name:
Title:
AGILE CAPITAL FUNDING, LLC
By:
Name:
Title:
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
BANZAI INTERNATIONAL, INC.
By:
Name:
Title: