8-K - Banzai International, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

On February 13, 2026, Banzai International, Inc. closed an additional offering of a $2.33 million Senior Secured Convertible Note and warrants, raising approximately $1.6 million in net proceeds. The securities were issued pursuant to an existing Purchase Agreement with an institutional investor.

Key Takeaways

1The Company closed the 'February Closing' on February 13, 2026, issuing a Senior Secured Convertible Note with an original principal amount of $2,333,333.33.

2The February Note carries a 10.0% Original Issue Discount (OID), accrues interest at 10.0% per annum, and matures on February 13, 2027.

3The Company issued February Warrants to purchase up to 420,420 shares of Common Stock at an exercise price of $1.11 per share.

4Net proceeds to the Company from the February Closing were approximately $1,599,168, intended for general corporate purposes and working capital.

5Rodman & Renshaw LLC acted as exclusive financial advisor, receiving a 7% cash fee, 1% management fee, and Financial Advisor Warrants to purchase up to 133,770 shares.

6The conversion price of the February Note is $1.11 per share, subject to a floor price of $0.2540.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. Banzai International, Inc. (the “ Company ”) previously reported that it entered into a securities purchase agreem

Material Agreement

$11.0M$2.2M$2.2M$1.11

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 t

Exhibits Only

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: Banzai International, Inc., Institutional Investor (Buyer)

•Agreement dated June 27, 2025.
•Provides for issuance of senior secured convertible notes up to an aggregate original principal amount of $11,000,000.
•February Closing constituted an additional closing under the Agreement.
•Company agreed not to effect any Variable Rate Transaction until the later of the 180th calendar day after the February Closing or such date as no Notes remain outstanding.

Debt / Financing

Instrument: Senior Secured Convertible Note
Principal: 2333333.33
Rate: 10.0% per annum
Maturity: 2027-02-13
Use of Proceeds: General corporate purposes and working capital

Exhibits (3)

4.3

EX-4.3

4.4

EX-4.4

8-K