Banzai International: DRS filing

Cover page 111 changes

Pre-Effective Amendment No. 1

Securities Act of 1933, please check the following box. ☒

TO COMPLETION-DATED JULY 17, 2026

to 2,309,107 shares of Class A Common Stock underlying the Notes; and Up to 1,647,861 shares of Class A Common Stock underlying the Common prospectus relates to the offer and sale, from time to time, by the selling stockholders named herein (collectively, the "Selling

Stockholders") of up to an aggregate of 3,956,968 shares of Class A common stock, par value $0.0001 per share (the "Class

A Common Stock" or "Common Stock"), of Banzai International, Inc., a Delaware corporation (the "Company")

consisting of (i) 2,309,107 shares of Class A Common Stock issuable upon the conversion of a senior secured convertible note (the "Note")

in the original principal amount of $11,000,000 plus accrued interest issued pursuant to a securities purchase agreement, dated June

27, 2025, by and between the Company and an institutional investor (the "Purchase Agreement") (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the "Conversion

Shares") and (ii) shares of Class A Common Stock issuable upon the exercise of a warrant (the "Buyer Warrant") to purchase up to 1,647,861 shares of Class A Common Stock (the "Warrant Shares"), also issued pursuant to the Purchase Agreement.

previously registered an aggregate of 9,004,003 shares of Class A Common Stock issuable pursuant to the Purchase Agreement through conversion of the Note and exercise of the Buyer Warrant, to the Selling Stockholders, which shares consisted of (i) 8,332,759 shares of Class A Common Stock issuable upon conversion of the Note and (ii) shares of Class A Common Stock issuable upon the exercise of a warrant to purchase up to 671,244 shares of Class A Common Stock, in the Registration Statement on Form S-3 (File No.

333-289099) (the "Prior Registration Statement"), which the U.S. Securities and Exchange Commission (the

"SEC") declared effective on August 8, 2024. However, the Prior Registration Statement does not include enough shares of

Class A Common Stock now issuable under the Note and Buyer Warrant due to the adjustment terms of the Note and Buyer Warrant, as further explained herein (See, "Recent Developments - Private Placement Offering (3i, LP).

Selling Stockholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their Class A Common Stock on any stock exchange, market, or trading facility on which the Class A Common Stock is traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, at negotiated prices.

will not receive any of the proceeds from the sale or other disposition of the Class A Common Stock by the Selling Stockholders, but we will bear all costs, fees, and expenses in connection with the registration of the Class A Common Stock offered by the Selling Stockholders.

The Selling Stockholders will bear all commissions or discounts, if any, attributable to the sale of the Class A Common Stock offered for resale through this prospectus. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the selling stockholders. However, we may receive the proceeds from any exercise of the Buyer Warrants if the holders do not exercise the Buyer Warrants on a cashless basis, of which there is no guarantee. See "Use of Proceeds." For information regarding the Selling Stockholders and the times and manner in which they may offer or sell the Class A Common Stock, see "Selling Stockholders"

and "Plan of Distribution."

Neither the Securities

Pre-Effective Amendment No. 1 (this "Post-Effective Amendment No. 3") to the Registration Statement on Form S-1 (File No.

333-296516), initially filed with the Securities and Exchange Commission (the " SEC ") on June 5, 2026 (the "Registration

Statement"), is being filed to include information about a recent significant acquisition.

additional securities are being registered under this Pre-Effective Amendment No. 1. All applicable registration fees were previously paid.

filed As confidentially submitted with the Securities and Exchange Commission on July 17, September 25, 2026

This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.

Registration No. 333-[ ]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

Banzai International, Inc.

(Exact Name of Registrant as Specified in its Charter)

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code No.)

435 Ericksen Ave, , Suite 250

Bainbridge Island, , Washington 98110

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Registrant ' s Principal Executive Offices)

Banzai International, Inc.

435 Ericksen Ave, , Suite 250

Bainbridge Island, , Washington 98110

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, New York 10022

Anthony W. Basch, Esq.

J. Britton Williston, Esq.

Kaufman & Canoles P.C.

Two James Center, 14th Floor

1021 East Cary Street

Richmond, Virginia 23219

Tel: +1 (804) 771-5700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 under the Securities Exchange Act of 1934:

Large accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

"smaller reporting company" and "emerging growth company" in Rule 12b-2 under the Securities Exchange Act of accelerated filer filer filer reporting company 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 7(a)(2)(B) of the Securities Act. ☐ registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither We nor the selling securityholder named herein may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION-DATED [ ], 2026

$11,750,000 Firm Commitment Offering

Each Consisting of One Share of Class A Common Stock or One Pre-Funded Warrant to Purchase One Class A Common Stock

Two Warrants with each Warrant exercisable for one share of Class A Common Stock

Up to [●] Shares of Class A Common Stock Included in the Units

Up to [●] Pre-Funded Warrants Included in the Units

Up to [●] Common Warrants Included in the Units

Up to [●] Shares of Class A Common Stock Underlying the Pre-Funded Warrants

Up to [●] Shares of Class A Common Stock Underlying the Warrants

Banzai International, Inc.

Banzai International, Inc., a Delaware corporation (the "Company," "Parabolic," the "registrant," "we," "our" or "us") is offering units (the "Units") at an aggregate offering price of $11,750,000, each Unit consisting of: (i) one share of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") or, in lieu thereof, one pre-funded warrant to purchase one share of Class A Common Stock (the "Pre-Funded Warrant"); and (ii) two Warrants, each Warrant exercisable for one share of Class A Common Stock (the "Warrants"). The Warrants are exercisable at an exercise price that is equal to $[ ] per share (250% of the assumed public offering price per Unit), subject to the exercise price resets and other adjustments described below. The Warrants will be exercisable at any time on or after the Initial Exercise Date (as defined below) and will expire five (5) years after the Initial Exercise Date. See "Description of the Securities We Are Offering." We are offering each Unit at an assumed public offering price of $[ ] per Unit, equal to the closing price of our common stock on The Nasdaq Capital Market on [ ], 2026.

We are offering to those purchasers whose purchase of Class A Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class A Common Stock immediately following the closing of this offering, in lieu of purchasing Class A Common Stock, pre-funded warrants (the "Pre-Funded Warrants"). Each Pre-Funded Warrant will be exercisable for one share of our Class A Common Stock. The purchase price of each Pre-Funded Warrant is equal to the public offering price per Class A Common Stock, minus $0.00001, and the exercise price of each Pre-Funded Warrant is $0.00001 per share. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. We are also registering the shares of Class A Common Stock issuable upon exercise of the Pre-Funded Warrants. For each Pre-Funded Warrant we sell, the number of Class A Common Stock we are offering will decrease on a one-for-one basis.

This offering also relates to the shares of Class A Common Stock upon the exercise of the Pre-Funded Warrants and the Warrants.

1 unchanged paragraph

and 31 more changes in the filing

Forward-looking statements 13 changes

areas of focus and additional products that may be sold in the future.

This prospectus and in documents incorporated herein by reference contain 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 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;

our continued listing with Nasdaq;

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.

Since 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 this prospectus, 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 they are made, except as required by law.

Prospectus summary 130 changes

July 2, 2026, we acquired substantially all the assets of ConnectAndSell, Inc. ("ConnectAndSell") an AI-powered sales enablement platform serving B2B organizations across financial services, healthcare, technology, and other industries.

This summary highlights selected information appearing in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information set forth in the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and the consolidated financial statements and related notes included elsewhere in this prospectus before making an investment decision.

Banzai International, Inc. is a Software as a Service ("SaaS") company operating in the marketing technology ("MarTech") industry. We provide our customers with tools to help them market and sell with greater efficiency and impact. To date, Banzai Parabolic has supported over 150,000 global customers, including entrepreneurs and Fortune 500 companies. Our customers include Amazon, Dell, Salesforce, Aflac, Thermo Fisher Scientific, RBC Wealth Management, Fitch Group, and many other globally recognized brands.

Parabolic grows in three ways: acquiring new customers through our sales and marketing efforts, expanding our platform through the development and acquisition of MarTech products, and cross-selling additional solutions to our existing customers. When evaluating acquisitions, we look for profitable businesses with customer profiles that align with our values and growth strategy. When considering additional products to purchase and offer, we look at customer satisfaction levels because we believe that is a good indicator of a product's trajectory.

Our vision is to build a suite of mission-critical solutions that address a broad spectrum of customer needs. By integrating these tools, we aim to create efficiencies and unlock shared data and assets that power more advanced AI capabilities. In December 2024 we acquired ClearDoc, Inc. (d/b/a OpenReel "OpenReel"), in January 2025 we acquired Vidello Limited ("Vidello"), in November 2025 we acquired the assets of Superblocks, and in July 2026 we acquired the assets of ConnectAndSell, in order to expand our product offerings and customer base. Our platform currently includes several products, ranging across demand generation, webinar hosting, video creation and email newsletters.

We sell most of our products using a recurring subscription license model typical in SaaS businesses, with customer contracts that vary in term length from single months to multiple years. As of December 31, 2025, our customer base included customers operating in 90 countries, across numerous different industries, including healthcare, financial services, e-commerce, technology, media and others. No single customer represents more than 10% of our revenue. Since 2021, we have focused on increasing mid-market and enterprise customers f or for Demio.

We were originally known as 7GC & Co. Holdings Inc ("7GC"). On December 14, 2023, Banzai International, Inc. became a publicly traded company as a result of completing the business combination, recapitalization and other transactions with Banzai Operating Co LLC (f/k/a Banzai International, Inc.) ("Legacy Banzai"), and 7GC (collectively, the "Business Combination"). Legacy Banzai operates under the name "Banzai Operating Co Inc." (the "Operating Company") and is one of our three wholly owned subsidiaries. Legacy Banzai was incorporated in Delaware in September 2015. Effective on August 6, 2026, we began doing business under the trade name "Parabolic." This rebrand does not change our legal name, which remains Banzai International, Inc., and in connection with the rebrand, the trading symbols for our Class A Common Stock and redeemable warrants on The Nasdaq Capital Market changed from "BNZI" and "BNZIW" to "PARA" and "PARAW," respectively, effective on August 7, 2026.

The rights of holders of our Class A Common Stock and the warrants issued pursuant to our initial public offering (the "Public Warrants") are governed by our second amended and restated certificate of incorporation, as amended (the "Charter"), our second amended and restated bylaws (the "Bylaws") and the Delaware General Corporation Law (the "DGCL"), and, in the case of the Public Warrants, the Warrant Agreement, dated December 22, 2020 (the "Warrant Agreement"), between 7GC and the Continental Stock Transfer & Trust Company, as the warrant agent.

Evergreen Convertible Note Financing

On September 4, 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with an accredited investor (the "Purchaser"), pursuant to which the Company agreed to sell, in a private placement (the "Private Placement"), (i) a convertible promissory note (the "Note") in an initial principal amount of $2,142,857 (subject to increase up to $3,571,429), bearing interest at 10% per annum with a 30% original issue discount and maturing on June 4, 2027, convertible into shares of Common Stock at $2.75 per share, and (ii) a warrant (the "Common Warrant") to purchase up to 779,221 shares of Common Stock (subject to increase in connection with subsequent tranche fundings) at an exercise price of $2.75 per share, exercisable immediately and expiring five years from issuance. The Purchaser's subscription amount is payable in up to three tranches, with $1,500,000 paid at the initial closing. Aegis Capital Corp. acted as the exclusive placement agent for the Private Placement. In connection with the Private Placement, the Company's directors, executive officers, and stockholders holding at least 10% of the outstanding shares of Common Stock entered into lock-up agreements restricting dispositions for 90 calendar days from the date of the Purchase Agreement.

Since entering into the Purchase Agreement, the Company and the Purchaser have revised some of the terms of the Purchase Agreement and related instruments via a letter agreement. Most notably, the revised terms dictate that the threshold amount for cross defaults under the Purchase Agreement shall be set at $250,000. Additionally, the Purchaser now has a 25% participation right in the Company's future financings, with some noted exceptions, until the later of September 18, 2027 and the date that Aegis ceases to act as the Company's investment bank. The parties also agreed to revise the $500,000 Tranche 2 funding into two separate fundings of $190,000 and $310,000, rather than one lump sum payment.

The foregoing descriptions of the Purchase Agreement, the Note, the Common Warrant, the Lock-Up Agreements, and the Letter Agreement are qualified in their entirety by reference to the full text of such documents, which are filed as exhibits to the Current Report on Form 8-K and Current Report on Form 8-K/A that are incorporated herein by reference.

Aegis Public Offering

On July 14, 2026, we closed a previously announced underwritten public offering with gross proceeds to the Company of approximately $0.9 million, before deducting underwriting fees and other offering expenses payable by the Company. The offering consisted of the sale of 327,273 shares of Class A Common Stock. The public offering price per share was $2.75. We intend to use the net proceeds from the offering for working capital and other general corporate purposes. Solely to cover over-allotments, if any, the Company has granted Aegis Capital Corp. a 45-day option to purchase up to 36,364 additional shares of Common Stock. The purchase price to be paid per additional share of Common Stock will be equal to the public offering price of one Common Stock, less the underwriting discount. For more information regarding this transaction, see "Management's " Management ' s Discussion and Analysis of Financial Condition and Results of Operations " ( " MD&A " ).

ConnectAndSell Asset Purchase

On July 2, 2026, we acquired substantially all the assets of ConnectAndSell, Inc. ("ConnectAndSell") an AI-powered sales enablement platform serving B2B organizations across financial services, healthcare, technology, and other industries. ConnectAndSell's AI sales acceleration platform is designed to improve seller productivity by helping sales teams spend more time in live conversations with qualified decision-makers. The acquisition brings a powerful sales acceleration platform into Banzai's Parabolic's portfolio, extending the Company's reach across more of the customer revenue journey. For more information regarding this acquisition, see "Management's " Management ' s Discussion and Analysis of Financial Condition and Results of Operations " ( " MD&A " ).

1 unchanged paragraph

January 12, 2026 and March 17, 2026, the Company issued the eleventh and twelfth promissory notes (the "January 1800 Diagonal Note" and "March 1800 Diagonal Note," respectively) for an aggregate principal amount of approximately $296 thousand and $180 thousand, respectively, and received net proceeds of approximately $250 thousand and $157 thousand, respectively, after discount and transaction fees. The notes have maturity dates of October 15, 2026 and December 15, 2026, respectively and bear interest at 14% per annum.

On July 1, 2026 (the "Effective Date"), Banzai International, Inc. (the "Company") and its subsidiaries (together with the Company, the "Borrowers") entered into a Subordinated Business Loan and Security Agreement (the "Loan Agreement") with Agile Capital Funding, LLC, as collateral agent ("Collateral Agent"), and Agile Lending, LLC, as lead lender ("Lead Lender" and, together with any assignees party thereto, the "Lenders"). Pursuant to the Loan Agreement, the Borrowers issued a Subordinated Secured Promissory Note (the "Note"), dated July 1, 2026, in the aggregate principal amount of $2,100,000, and received $2,000,000 of proceeds, net of a $100,000 Administrative Agent Fee. The Note is repayable in 32 weekly installments of $94,500, representing a payment multiplier of 1.44x, and all amounts are due on February 10, 2027 (the "Maturity Date"). Borrowers may voluntarily prepay the Note in full, and if repaid within 30, 45, or 60 days after the Effective Date, the total loan payoff amount is reduced to $2,625,000, $2,730,000, or $2,835,000, respectively.

The Note is secured by a continuing security interest in substantially all assets of the Borrowers (the "Collateral"), and both the Collateral and the Borrowers' repayment obligations under the Note are subordinate to existing senior indebtedness, including indebtedness owed to CP BF Lending, LLC, 3i, LP, and Hudson Global Ventures, LLC.

The Loan Agreement contains customary covenants and events of default. Upon the occurrence of an Event of Default, the Lenders may, at their option, declare the entire unpaid principal balance of the Note, together with all accrued interest and other charges, immediately due and payable, and exercise any and all rights and remedies available under the Loan Agreement and applicable law, including repossession of the Collateral. In addition, interest on outstanding Obligations will accrue at the Default Rate, which is equal to the otherwise applicable interest rate plus five percentage points (5.00%).

On April 28, 2026, stockholders holding approximately 40.52% of the Company's voting power approved a 1-for-20 reverse stock split of the Company's Class A and Class B common stock, and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to effect the reverse stock split. Trading of the Company's Class A Common Stock on a split-adjusted basis commenced on The Nasdaq Capital Market on May 8, 2026, under the symbol "BNZI," "PARA," and the reverse stock split reduced the number of outstanding shares of Class A and Class B common stock from 22,910,282 and 677,118 shares to 1,145,515 and 33,856 shares, respectively (the "May 2026 Reverse Stock Split").

Agile Exchange Agreements

On December 15, 2025, the Company entered into that certain Exchange Agreement (the "Agile Exchange Agreement") by and among Agile Capital Funding, LLC, a New York limited liability company, and Agile Lending, LLC, a Virginia limited liability company ("Agile"), on the one hand, and the Company, on the other hand, pursuant to which the Company exchanged 11,640 shares of Common Stock, valued at $24.40 per share, 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 "Agile Note"). In connection therewith, the Company entered into that certain Forbearance Agreement (the "Forbearance Agreement"), dated as of December 15, 2025, pursuant to which, among other things, the Company agreed to pay to Agile a forbearance fee of $628,058 in the form of an increase in the principal amount due under the Agile Note. Following the initial exchange, the Company and Agile entered into twelve additional exchange agreements on substantially similar terms between January 2026 and June 2026 (each, a "Subsequent Exchange Agreement"), pursuant to which the Company issued an aggregate of 303,451 additional shares of Common Stock to Agile at prices ranging from $2.95 to $23.60 per share in exchange for corresponding reductions in the outstanding balance under the Agile Note (the Agile Exchange Agreement, the Subsequent Exchange Agreements, and the transactions contemplated thereby, collectively, the "Agile Exchanges"). Following these exchanges, the outstanding balance of the Agile Note was fully extinguished.

Agile Term Note Issuance

On August 28, 2026, the Company issued a subordinated secured promissory note (the "Agile Note #9") for an aggregate principal amount of $360 thousand and received net proceeds of $342 thousand, after administrative agent fees of $18 thousand paid to Agile Funding. Agile Note #9 has a maturity date of March 2, 2027 and bears interest at a rate of 46%.

Private Placement Offering (3i, LP)

On February 13, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the "February Closing"), originally entered into in June 2025. The Company issued an additional note in the original principal amount of $2,333,333, with an initial conversion price equal to $22.20 per share and issuance date of February 13, 2026 (the "February 3i Note," together with the 3i Note #5 defined below, the August Note, the October Note, and the first Note issued in June 2025, are collectively referred to herein as the "Notes"), and additional warrants to purchase up to 21,021 shares of Common Stock, at an initial exercise price equal to $50.00 per share (the "February Warrants," together with the 3i Note #5 Warrants, the August Warrant, the October Warrants, and the Initial Buyer Warrants, are collectively referred to herein as the "Buyer Warrants"), in the February Closing. The February Note matures on February 13, 2027. Other than the maturity date of the February Note and February Warrants, respectively, the February Note and February Warrants have the same terms as those issued on the August Closing, the October Closing and the Initial Closing Date. Upon the issuance of the February Note, the Company received proceeds of approximately $1.6 million, net of original issue discount and issuance fees and costs. The shares of Common Stock being registered for resale in this prospectus (as described on the cover page hereof) include shares issuable upon conversion of the Notes and exercise of the Buyer Warrants issued pursuant to the Purchase Agreement, including shares issuable as a result of the adjustment provision described below.

The February Note was issued with an original issue discount of 10.0% (the "OID"), as were the other Notes issued on the August Closing, the October Closing and the Initial Closing Date and accrue interest at a rate of 10.0% per annum. The Notes mature 12 months from the date of issuance (the "Maturity Date"), unless extended pursuant to the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the "Conversion Rate"). At no time may the Buyer hold more than 4.99% (or up to 9.99% at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The conversion price of the February Note is subject to a floor price of $5.08. The Conversion Price of the Notes and the exercise price of the Buyer Warrants are each subject to adjustment pursuant to the terms of the Notes and Buyer Warrants, respectively, including: (i) customary adjustments for stock splits, stock dividends, recapitalizations and similar events; (ii) anti-dilution adjustments pursuant to which the Conversion Price or exercise price, as applicable, may be reduced if the Company issues or is deemed to issue shares of Common Stock or other convertible securities at a price below the then-applicable Conversion Price or exercise price; and (iii) certain alternative conversion pricing provisions contained in the Notes based on the market price of the Common Stock. As a result of these adjustment provisions, the number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Buyer Warrants could increase materially above the number of shares initially issuable based on the original Conversion Price and exercise price, and the Company is registering additional shares of Common Stock pursuant to this prospectus to account for such potential increases.

On August 12, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the "August 2026 Closing") and the Company issued an additional convertible note (the "3i Note #5"), additional buyer warrants (the "3i Note #5 Warrants"), and additional Financial Advisor warrants (the "3i Note #5 FA Warrants"). The 3i Note #5 has an original principal amount of $1.1 million, matures on August 12, 2027, and has a initial conversion price of $1.96 per share that is subject to a floor price of $0.35. Upon issuance, the Company received proceeds of approximately $1.0 million, net of OID and issuance fees and costs. The 3i Note #5 Warrants allow for the purchase of up to 112,531 shares of Common Stock at an initial exercise price of $1.96 per share, are exercisable immediately upon issuance, and expire on August 12, 2029. The 3i Note #5 FA Warrants allow for the purchase of up to 35,714 shares of Common Stock at an initial exercise price of $2.45 per share, are exercisable immediately upon issuance, and expire on August 12, 2031.

Due to the Agile Exchanges that took place in late 2025 and 2026, the number of shares of Class A Common Stock issuable upon exercise of the Buyer Warrants was adjusted from 1,666,386 to 560,005 and the Exercise Price of the Buyer Warrant was adjusted from $1.11 to $3.303. In addition, pursuant to the anti-dilution provisions contained in the Notes, the conversion price of the Notes was automatically adjusted downward, which increased the number of shares issuable upon conversion of the Notes, although the outstanding principal amount of the Notes remained unchanged. Following the May 2026 Reverse Stock Split, the Exercise Price and Conversion Price of the Buyer Warrants and Notes were adjusted to $3.303 and $3.303, respectively. Following the July 2026 Aegis Public Offering, the Buyer Warrants and Notes have a current Exercise Price and Conversion Price of $2.75 and $2.75, respectively.

Due to the Agile Exchanges conversions that took place in late 2025 and August 2026, the number of shares of Class A Common Stock issuable upon exercise of the Buyer Warrants and the FA Warrants was adjusted from 1,666,386 795,149 to 560,005 1,662,862 and from 303,015 to 660,706, respectively, and the Exercise Price of the Buyer Warrant Warrants and the FA Warrants was adjusted from $1.11 to $3.303. $1.245.

On August 7, 2026, the Company paid cash of approximately $600 thousand to 3i, LP, and the February 3i Note was fully repaid.

1800 Diagonal Issuances

May 4, On July 17, 2026, the Company issued the thirteenth a promissory note ("1800 Diagonal Note #14") for an aggregate principal amount of approximately $206 $135 thousand and received net proceeds of approximately $150 $110 thousand, after discount and transaction fees. The note has a maturity date of January 30, April 15, 2027, and bears interest at 14%. 77.7% per annum.

On August 12, 2026, the Company issued a promissory note ("1800 Diagonal Note #15") for an aggregate principal amount of approximately $144 thousand and received net proceeds of approximately $118 thousand, after discount and transaction fees. The note has a maturity date of May 15, 2027, and bears interest at 74.4% per annum.

1 unchanged paragraph

On March 31, 2026, the Company executed a promissory note for an aggregate principal amount of approximately $487 and on April 8, 2026 received net proceeds of approximately $333, after discount and transaction fees. The note has a maturity date of August 18, 2026, and bears interest at 198.5% per annum. The Company paid off this note on May 6, 2026.

1 unchanged paragraph

These risks are described more fully in the section entitled "Risk Factors," immediately following this prospectus summary.

These risks include the following, among others:

executive officers and directors collectively beneficially own approximately 10.5% of the voting power of our outstanding Common Stock and may have significant influence over the outcome of important transactions, including a change in control.

our predecessor company, was incorporated in the State of Delaware in September 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving 7GC and one or more businesses.

are a "smaller reporting company" as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act").

On April 28, 2026, the Company executed a promissory note for an aggregate principal amount of approximately $834 and received net proceeds of approximately $579, after discount and transaction fees. The note has a maturity date of January 5, 2027, and bears interest at 106.71% per annum.

On August 28, 2026, the Company issued a promissory note ("GMFunding Note") for an aggregate principal amount of approximately $200 thousand and received net proceeds of approximately $188 thousand, after transaction fees. The note has a maturity date of March 12, 2027, and bears interest at 502% per annum.

CFG Funding Issuance

On August 31, 2026, the Company issued a promissory note ("CFG Funding Note") for an aggregate principal amount of approximately $200 thousand and received net proceeds of approximately $188 thousand, after transaction fees. The note has a maturity date of March 15, 2027, and bears interest at 502% per annum.

UCAP LLC Convertible Note Issuance

On August 5, 2026, the Company issued a 12% convertible redeemable note to UCAP LLC ("UCAP Note") for an aggregate principal amount of approximately $556 thousand and received net proceeds of approximately $480 thousand, after discount and transaction fees. The note matures on August 5, 2027 and is convertible into shares of the Company's Class A Common Stock at a variable conversion price based on the market price of the Company's Class A Common Stock. The Company has elected to account for the note under fair value option.

On February 19, 2021, the Company, along with Joe Davy and Demio, Inc. (the "Guarantors"), entered into a loan agreement with CP BF Lending, LLC ("CP BF" and the "Loan Agreement," respectively) and issued a convertible promissory note (the "First Senior Convertible Note") in an aggregate principal amount of $1,500,000 to CP BF. As further disclosed in previously filed Current Reports on Form 8-K, the parties entered into several amendments and side letters regarding the Loan Agreement and First Senior Convertible Note. The Company also previously disclosed that in September 2024, pursuant to a securities purchase agreement with CP BF, (the "CP BF SPA"),CP BF agreed to convert $2,000,000 in debt into $2,200,000 in equity, consisting of 26,085 shares of Class A Common Stock, Warrants to purchase up to 56,555 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 30,470 shares of Class A Common Stock (collectively, the "CP BF Registrable Securities"). After giving effect to the purchase and sale pursuant to the CP BF SPA, the Company's remaining obligation to CP BF was $8,758,775. CP BF agreed to convert such debt into a consolidated convertible note with a principal amount of $10,758,775 (the "Note"), via the Second Amendment to Loan Agreement, dated September 23, 2024 (the "Amended Loan Agreement").

On October 14, 2025, the Company and CP BF executed a letter agreement dated October 10, 2025 (as amended on October 15, 2025, the "Letter Agreement"), amending certain terms of the Loan Agreement and Note. Pursuant to the Letter Agreement: (i) the Conversion Price was reduced to 95% of the Class A Common Stock price on the trading day (each a "Trading Day") immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50; (the "Floor Price"); (ii) CP BF agreed to use commercially reasonable efforts to partially convert the Balance of the Note into Class A Common Stock at the new conversion price, subject to a daily volume limitation of 5% of aggregate daily trading volume, which the Company may waive or increase; and (iii) following the Company's payment of at least $2,000,000 of the Note's then existing balance and until the earlier of (a) 60 days following the date of the Letter Agreement and (b) the Company's receipt of $10,000,000 in gross proceeds from securities sales (such period, the "Suspension Period"), the Company's obligation to prepay a portion of securities offering proceeds to CP BF under the Loan Agreement is suspended.

Pursuant to Section 2.3(a)(i) of the Note, the Conversion Price was proportionately adjusted to reflect the May 2026 Reverse Stock Split. As of May 14, 2026, there was an aggregate of $5,361,910 outstanding under the Note.

On May 15, 2026, the Company, the Guarantors and CP BF entered into a letter agreement (the "Floor Price Amendment"), further amending the Loan Agreement and the Note. Pursuant to the Floor Price Amendment, the Floor Price applicable to the Conversion Price under the Note was reduced from $50.00 (as adjusted for the Reverse Stock Split) to $4.50 (on a post-Reverse Stock Split basis). For the avoidance of doubt, the Conversion Price remains equal to 95% of the price of the Class A Common Stock on the Trading Day immediately preceding delivery of any Conversion Notice, subject to the applicable floor price as amended by the Floor Price Amendment.

On July 17, 2026, the Company, the Guarantors and CP BF entered into another letter agreement pursuant to which CP BF may not convert any portion of the Note, and the Company may not issue shares to CP BF thereunder, to the extent CP BF and its affiliates would beneficially own more than 9.99% of the Class A Common Stock outstanding after giving effect to such conversion or issuance.

Common Stock Issuances

1800 Diagonal Conversions

Between January 1, 2026 and March 31, 2026, the Lender exercised its contractual conversion option multiple times under the July 1800 Diagonal Note and September 1800 Diagonal Note and received an aggregate of approximately 24 thousand shares of Class A Common Stock at conversion prices ranging from $16.50 $14.75 to $18.60 $18.00 in satisfaction of approximately $392 thousand of the Company's obligations under the respective Notes.

Between May 5, 2026 and May 11, 2026, the Lender exercised its contractual conversion option multiple times under the November 1800 Diagonal Note and September 1800 Diagonal Note and received an aggregate of approximately 36 thousand shares of Class A Common Stock at conversion prices ranging from $3.303 to $4.520 in satisfaction of approximately $142 thousand of the Company's obligations under the respective the Market Offering to December 31, 2025, the Company issued approximately 107 thousand shares under the ATM Agreement for net proceeds of approximately $2.7 million. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement was approximately $1.5 million as of March 31, 2026. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement was approximately $0.1 million as of July 14, 2026, which is based on the limitations of General Instruction I.B.6 of Form S-3. Notes.

On August 5, 2026 and August 14, 2026, the Lender exercised its contractual conversion option under the December 1800 Diagonal Note and the January 1800 Diagonal Note, respectively, and received an aggregate of approximately 57 thousand shares of Class A Common Stock at conversion prices ranging from $1.245 to $1.305, in satisfaction of approximately $37 thousand and $35 thousand of the Company's obligations under the December 1800 Diagonal Note and the January 1800 Diagonal Note, respectively.

Boot Capital Conversions

On August 6, 2026, the Lender exercised its contractual conversion option under the Boot Capital Note and received an aggregate of approximately 17 thousand shares of Class A Common Stock at a conversion price of $1.305 in satisfaction of approximately $22 thousand of the Company's obligations under the Note.

At the Market Offering

Subsequent to December 31, 2025, the Company issued approximately 107 thousand shares under the ATM Agreement for net proceeds of approximately $2.7 million. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement was approximately $0.1 million as of September 21, 2026, which is based on the limitations of General Instruction I.B.6 of Form S-3.

On December 14, 2023, 7GC, Legacy Banzai and Yorkville entered into a Standby Equity Purchase Agreement (as amended and supplemented from time to time, the "SEPA"), pursuant to which Yorkville has committed to purchase up to $100 million of Common Stock, subject to certain limitations and conditions set forth in the SEPA. The prior SEPA registration statements have been fully utilized. We previously registered additional shares of Class A Common Stock issuable under the SEPA on a registration statement on Form S-1 (File No. 333-290241), 333-297492), which became effective on September 19, 2025; July 27, 2026; as of the date hereof, 328,400 14,570,000 shares remain available for issuance thereunder. Since inception through the date of this prospectus, the Company has issued Advance Notices to Yorkville pursuant to the SEPA pursuant to which Yorkville has purchased an aggregate of approximately 1,046,731 430,000 shares of the Company's Class A Common Stock for aggregate gross value and net proceeds of approximately $23.4 million, approximately $5.8 million of which were applied against outstanding balances under the Yorkville Convertible Notes. As of the date of this prospectus, the Yorkville Convertible Notes are fully repaid. $640 thousand and $614 thousand, respectively.

Risks Associated with Our Business

Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section entitled "Risk Factors," immediately following this prospectus summary. These risks include the following, among others:

Risks Related to our Business and Industry

We have incurred significant operating losses in the past and may never achieve or maintain profitability.

There is substantial doubt about our ability to continue as a going concern, and holders of our securities could suffer a total loss of investment. We may need to raise additional capital to continue our operations. Such capital may not be available to us or may not be available at terms we deem acceptable, either of which could reduce our ability to compete and could negatively affect our business.

We have a limited operating history with our current offerings, which makes it difficult to evaluate our current and future business prospects and increases the risk of your investment.

Our revenue growth rate depends on existing customers renewing and maintaining or expanding their subscriptions, and if we fail to retain our customers at current or expanded subscriptions, our business will be harmed.

If we are unable to attract new customers on a cost-effective basis, our business will be harmed.

If we fail to effectively manage our growth, our business, results of operations, and financial condition may be harmed.

We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.

If the assumptions, analyses, and estimates upon which our forecasts, projections and outlook are based prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected.

If we fail to attract and retain qualified personnel, our business could be harmed.

Our management team has a limited history working together operating the Company and, as a result, our past results may not be indicative of future operating performance.

We may not successfully develop or introduce new and enhanced products that achieve market acceptance, or successfully integrate acquired products or services with our existing products, and our business could be harmed and our revenue could suffer as a result.

If we do not adequately fund our development efforts, we may not be able to compete effectively and our business and operating results may be harmed.

Our acquisitions of, and investments in, other businesses, products, or technologies may not yield expected benefits and our inability to successfully integrate acquisitions may negatively impact our business, financial condition, and results of operations.

We face significant competition from both established and new companies offering marketing, sales, and engagement software and other related applications, as well as internally developed software, which may harm our ability to add new customers, retain existing customers, and grow our business.

Our business, results of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet any projections that we may provide or the expectations of securities analysts or investors.

and 50 more changes in the filing

The offering 43 changes

of Common Stock offered by Selling Securityholders

to 3,956,968 shares of Class A Common Stock issuable upon the conversion of the Note and upon the exercise of the Buyer Warrants, issued pursuant to the Purchase Agreement originally entered in June 2025.

A Common Stock outstanding on July 14, 2026

Banzai International, Inc.

Securities Offered by Us

[ ] Units, each consisting of (i) one share of Class A Common Stock or, in lieu thereof, one Pre-Funded Warrant to purchase one share of Class A Common Stock, and (ii) two Warrants, each Warrant exercisable for one share of Class A Common Stock.

Description of the Warrants

Initially, the Warrants shall be exercisable at an exercise price equal to 250% of the Unit price. The Warrants have a term of five (5) years from the Initial Exercise Date. In addition to a conventional cash exercise and, in specified circumstances, a cashless exercise, a holder may elect at any time following the Initial Exercise Date to exercise the Warrants using a "zero exercise price option," whereby the holder pays no cash exercise price and receives 90% of the number of shares otherwise issuable upon a cash exercise.

At 4:02 p.m. Eastern time on the fifth (5th) Trading Day after the Issuance Date (the "First Reset Time"), the exercise price of the Warrants will be adjusted to the lower of (i) the exercise price then in effect and (ii) a price equal to the greater of (A) 80% of the lowest VWAP during the period commencing on the Initial Exercise Date and ending on the First Reset Time (the "First Reset Period") and (B) the First Floor Price (as defined below). The "First Floor Price" means 50% of the Nasdaq Minimum Price, subject to adjustment for forward and reverse stock splits, share combinations, recapitalizations and similar transactions following the Issuance Date, and the "Nasdaq Minimum Price" means the lower of: (i) the most recent Nasdaq Official Closing Price immediately preceding the execution of the Underwriting Agreement; or (ii) the average Nasdaq Official Closing Price for the five trading days immediately preceding the execution of the Underwriting Agreement. At 4:02 p.m. Eastern time on the tenth (10th) Trading Day after the Issuance Date (the "Second Reset Time"), the exercise price of the Warrants will be adjusted to the lower of (i) the exercise price then in effect and (ii) a price equal to the greater of (A) 80% of the lowest VWAP during the period commencing on the Initial Exercise Date and ending on the Second Reset Time (the "Second Reset Period") and (B) the Second Floor Price (as defined below). The "Second Floor Price" means 30% of the Nasdaq Minimum Price, subject to adjustment for forward and reverse stock splits, share combinations, recapitalizations and similar transactions following the Issuance Date. In no event shall the exercise price on the First Reset Time be adjusted to a price less than the First Floor Price, and in no event shall the exercise price on the Second Reset Time be adjusted to a price less than the Second Floor Price. Upon any such reset, the number of warrant shares issuable upon exercise shall be equal to (a) the aggregate exercise price payable for the warrant shares issuable on the Issuance Date, divided by (b) the exercise price as so adjusted, minus (c) the aggregate number of warrant shares theretofore issued upon any prior exercise of the Warrant, whether such issuance occurred before, on or after such reset. A Warrant may be exercised in full prior to the Second Reset Time; in that event, the Warrant will remain outstanding, and the holder will remain entitled to receive any additional Warrant Shares resulting from the adjustment at the First Reset Time and/or the Second Reset Time, as applicable, notwithstanding that the Warrant had already been exercised in full before such Reset Time. No further adjustment to the exercise price or the number of Warrant Shares issuable pursuant to the reset mechanism described above will occur after the Second Reset Time.

To better understand the terms of the Warrants, you should carefully read the "Description of the Securities We Are Offering" section of this prospectus.

Description of the Pre-Funded Warrants

We are offering to those purchasers whose purchase of Class A Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class A Common Stock immediately following the closing of this offering, in lieu of purchasing Class A Common Stock, up to [●] Pre-Funded Warrants. Each Pre-Funded Warrant will be exercisable for one share of our Class A Common Stock. The purchase price of each Pre-Funded Warrant is equal to the public offering price per Class A Common Stock, minus $0.00001, and the exercise price of each Pre-Funded Warrant is $0.00001 per share. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. We are also registering the shares of common stock issuable upon exercise of the Pre-Funded Warrants. For each Pre-Funded Warrant we sell, the number of Class A Common Stock we are offering will decrease on a one-for-one basis. See "Description Of The Securities We Are Offering – Pre-Funded Warrants."

Class A Common Stock outstanding prior to this offering

[ ] shares (as of [ ], 2026)

Class A Common Stock outstanding after this offering

[ ] shares (assuming (i) all of the offered Units are sold in this offering at the assumed public offering price of $[ ] per Unit, (ii) no exercise of any Warrants, and (iii) no exercise of the Underwriter's over-allotment option. If all of the Warrants offered to investors in this offering are exercised pursuant to the zero exercise price option, a maximum of [ ] shares could be issued upon such exercise without payment to the Company of any additional cash and a total of [ ] shares of Class A Common Stock would be outstanding Over-allotment option We have granted the underwriter an option to purchase (i) up to 15.0% of the number of additional shares of Class A Common Stock sold in the offering and (ii) up to 15.0% of the number of Warrants sold in the offering, solely for the purpose of covering over-allotments. The underwriter may exercise this option in whole or in part at any time within forty-five (45) Calendar Days after the Closing. The underwriter may exercise the over-allotment option with respect to shares of Class A Common Stock only, Warrants only, or any combination thereof. The purchase price to be paid per additional share of Class A Common Stock will be equal to the public offering price of one Unit, less $0.0002 allocated to the Warrants included in each Unit, less the underwriting discount, and the purchase price to be paid per additional Warrant will be $0.0001.

We intend to use the net proceeds from this offering for working capital and other general corporate purposes, and repayment of indebtedness. See "Use of Proceeds."

An investment in our securities involves substantial risks. See "Risk Factors" and the other information included in this prospectus for a discussion of the factors you should consider carefully before deciding to invest in our securities.

Our Class A Common Stock is listed on The Nasdaq Capital Market and trades under the symbol "PARA." We do not intend to list the Warrants offered hereunder on any stock exchange. There are no established public trading markets for the Warrants, and we do not expect such markets to develop. Without an active trading market, the liquidity of the Warrants will be limited.

In connection with this offering, our directors and executive officers and shareholders holding at least 10% of our common stock have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of ninety (90) days following the closing of the offering of the Units. Additionally, we have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for our common stock for a period of ninety (90) days after this offering is completed without the prior written consent of the Underwriter (the "Lock-Up Period"). See "Underwriting" for more information.

Unless otherwise indicated, all information contained in this prospectus assumes the sale of all of the Units offered hereby at an assumed public offering price of $[ ] per Unit, no exercise of the Warrants included in the Units, and no exercise of the underwriter's over-allotment option. The number of shares of our Class A Common Stock that are and will be outstanding immediately before and after this registration statement is effective is based on 4,043,643 shares of our Class A Common Stock outstanding as of [ ] , which excludes:

1,150 shares issuable upon exercise of outstanding Public Warrants with an exercise price of $115,000.00 ;

83 shares issuable upon exercise of the warrant issued on December 14, 2023 (the "GEM Warrant"), to GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, "GEM"), with an exercise price of $68,145.00 per share, which will be adjusted downward to 105% of the per share consideration received in this offering pursuant to anti-dilution price protections contained within those warrants;

289 shares issuable within 60 days from the report date upon exercise of outstanding stock options with a weighted average exercise price of $9,152.70 granted through September 21, 2026;

55,506 shares issuable within 60 days from the report date upon vesting of outstanding restricted stock units granted through September 21, 2026;

33,856 shares issuable upon conversion of outstanding shares of Class B common stock;

1,389 shares issuable upon exercise of outstanding common stock purchase warrants with an exercise price of $1,800.00 that were issued May 2024 pursuant to a "best efforts" offering of our Class A Common Stock ("Best Efforts Offering");

83 shares issuable upon exercise of warrants issued to the placement agent of the Best Efforts Offering with an exercise price of $2,000.00 per share;

2,828 shares are issuable upon exercise of the CP BF common stock warrant with an exercise price of $50.00 per share;

6,657 shares are issuable upon exercise of the Alco common stock warrant with an exercise price of $804.00 per share;

5,882 shares issuable upon exercise of outstanding Class A Common Stock purchase warrants that were issued on November 6, 2024, with an exercise price of $500.00 ;

5,882 shares issuable upon exercise of outstanding Class B common stock purchase warrants that were issued on November 6, 2024, with an exercise price of $500.00 ;

441 shares issuable upon exercise of warrants issued to the placement agent pursuant to the "PIPE" that closed in June 2025, with an exercise price of $1,062.50 ;

355,844 shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on June 30, 2025, with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026;

140,566 shares issuable upon exercise of warrants issued to the financial advisor of the transaction that closed on June 30, 2025, with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026;

353,416 shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on August 19, 2025, with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026;

140,520 shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on August 19, 2025, with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026;

401,609 shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on October 8, 2025, with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026;

159,986 shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on October 8, 2025, with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026;

374,835 shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on February 13, 2026, with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026;

149,353 shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on February 13, 2026 with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026;

177,158 shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on August 12, 2026, with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026; and ■ 70,281 shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on August 12, 2026 with an exercise price of $1.2450 as per exercise price adjustment and reset as of August 14, 2026.

779,221 shares issuable upon exercise of warrants issued to Evergreen Capital Management LLC pursuant to the private financing that closed on September 4, 2026, with an exercise price of $2.7500 ;

Risk factors 285 changes

the section entitled "Risk Factors" and other information included in this prospectus for a discussion of factors you should consider before investing in our securities.

Class A Common Stock is currently traded on The Nasdaq Capital Market under the symbol "BNZI."

number of shares of our Class A Common Stock that are and will be outstanding immediately before and after this registration statement is effective is based on 3,280,551 shares of our Class A Common Stock outstanding as of July 14, 2026, which excludes:

shares issuable upon exercise of outstanding Public Warrants with an exercise price of $115,000.00;

shares issuable upon exercise of the warrant issued on December 14, 2023 (the "GEM Warrant"), to GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, "GEM"), with an exercise price of $68,145.00 per share, which will be adjusted downward to 105% of the per share consideration received in this offering pursuant to anti-dilution price protections contained within those warrants;

issuable within 60 days from the report date upon exercise of outstanding stock options with a weighted average exercise price of $9,207.73 granted through September 15, 2026;

shares issuable within 60 days from the report date upon vesting of outstanding restricted stock units granted through September 15, 2026;

shares issuable upon conversion of outstanding shares of Class B common stock;

shares issuable upon exercise of outstanding common stock purchase warrants with an exercise price of $1,800.00 that were issued May 2024 pursuant to a "best efforts" offering of our Class A common stock ("Best Efforts Offering");

shares issuable upon exercise of warrants issued to the placement agent of the Best Efforts Offering with an exercise price of $2,000.00 per share;

shares are issuable upon exercise of the CP BF common stock warrant with an exercise price of $50.00 per share;

shares are issuable upon exercise of the Alco common stock warrant with an exercise price of $804.00 per share;

shares issuable upon exercise of outstanding Class A common stock purchase warrants that were issued on November 6, 2024, with an exercise price of $500.00;

shares issuable upon exercise of outstanding Class B common stock purchase warrants that were issued on November 6, 2024, with an exercise price of $500.00;

shares issuable upon exercise of warrants issued to the placement agent pursuant to the "PIPE" that closed in June 2025, with an exercise price of $1,062.50;

shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on June 30, 2025, with an exercise price of $2.75 as per exercise price adjustment and reset as of July 14, 2026;

shares issuable upon exercise of warrants issued to the financial advisor of the transaction that closed on June 30, 2025, with an exercise price of $2.75 as per exercise price adjustment and reset as of July 14, 2026;

shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on August 19, 2025, with an exercise price of $2.75 as per exercise price adjustment and reset as of July 14, 2026;

shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on August 19, 2025, with an exercise price of $2.75 as per exercise price adjustment and reset as of July 14, 2026;

shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on October 8, 2025, with an exercise price of $2.75 as per exercise price adjustment and reset as of July 14, 2026;

shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on October 8, 2025, with an exercise price of $2.75 as per exercise price adjustment and reset as of July 14, 2026;

shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on February 13, 2026, with an exercise price of $2.75 as per exercise price adjustment and reset as of July 14, 2026; and shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on February 13, 2026 with an exercise price of $2.75 as per exercise price adjustment and reset as of July 14, 2026.

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under " Cautionary Note Regarding Forward-Looking Statements, " you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Risks Related to our Business and Industry

We have incurred significant operating losses in the past and may never achieve or maintain profitability.

We have incurred significant operating losses since our inception, including operating losses of $18.5 million, and $13.5 million, in the years ended December 31, 2025, and 2024, respectively. For the six months ended June 30, 2026 and 2025, we incurred operating losses of $10.2 million and $9.7 million, respectively. We expect our costs will increase substantially in the foreseeable future and our losses will continue as we expect to invest significant additional funds towards growing our business and operating as a public company and as we continue to invest in increasing our customer base, expanding our operations, hiring additional sales and other personnel, developing future products, and potentially acquiring complementary technology and businesses. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. We are unable to accurately predict when, or if, we will be able to achieve profitability. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. To date, we have financed our operations principally from the sale of our equity, revenue from sales, and the incurrence of indebtedness. Our cash flow from operations was negative for the years ended December 31, 2025, and 2024, and we may not generate positive cash flow from operations in any given period. If we are not able to achieve or maintain positive cash flow in the long term, we may require additional financing, which may not be available on favorable terms or at all and/or which would be dilutive to our stockholders. If we are unable to successfully address these risks and challenges as we encounter them, our business may be harmed. Our failure to achieve or maintain profitability or positive cash flow could negatively impact the value of our Class A Common Stock.

There is substantial doubt about our ability to continue as a going concern, and holders of our securities could suffer a total loss of their investment. We may need to raise additional capital to continue our operations. Such capital may not be available to us or may not be available at terms we deem acceptable, either of which could reduce our ability to compete and could negatively affect our business.

Management has concluded, and the report of our auditors included in our 2025 Annual Report reflect, that there is substantial doubt about our ability to continue as a going concern within 12 months after the date of that Report. The reaction of investors to the inclusion of a going concern statement by management and our auditors and our potential inability to continue as a going concern may materially adversely affect the price of our publicly traded securities and our ability to raise new capital or enter into partnerships. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment. Further, the perception that we may be unable to continue as a going concern may impede our ability to pursue strategic opportunities or operate our business due to concerns regarding our ability to fulfill our contractual obligations. In addition, if there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, or at all.

There can be no assurance that we will be able to achieve our forecast or to raise additional capital in sufficient amounts or on favorable terms, or at all. If we are unable to meet or exceed our forecast or raise adequate additional capital when required or in sufficient amounts or on terms acceptable to us, we may have to significantly reduce expenses, sell assets (potentially at a loss), cease operations altogether, pursue an acquisition of our company at a price that may result in up to a total loss on investment for our securityholders, file for bankruptcy or seek other protection from creditors, or liquidate all of our assets.

We have a limited operating history with our current offerings, which makes it difficult to evaluate our current and future business prospects and increases the risk of your investment.

While we served our first customer in 2017 (operating as Legacy Banzai), we have significantly altered our product offerings over the past few years. Our limited operating history with respect to our current product offerings makes it difficult to effectively assess or forecast our future prospects. For example, in 2021, we acquired Demio, a webinar platform startup, and integrated Demio's platform into our service offerings, in 2023, we launched Boost, a tool used by Demio customers to enhance participation in their Demio webinars, and in 2025, we acquired Vidello, a technology provider of video hosting and marketing suite solutions for businesses. You should consider our business and prospects in light of the risks and difficulties we encounter or may encounter. These risks and difficulties include our ability to cost-effectively acquire new customers, retain existing customers, and expand the scope of the platform we sell to new and existing customers. Furthermore, in pursuit of our growth strategy, we may enter into new partnerships to further penetrate our targeted markets and adoption of our solutions, but it is uncertain whether these efforts will be successful. If we fail to address the risks and difficulties that we may face, including those associated with the challenges listed above, our business, prospects, financial condition, and operating results may be materially and adversely harmed. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates, or we adjust our estimates in future periods, our operating results and financial position could be materially affected.

Our revenue growth rate depends on existing customers renewing and maintaining or expanding their subscriptions, and if we fail to retain our customers at current or expanded subscriptions, our business will be harmed.

Our customers have no obligation to renew their subscriptions for our product offerings after the expiration of their subscription periods. Our customers may not renew. Our renewal and reactivation rates may decline because of a number of factors, including, among other things, customer dissatisfaction, customers' spending levels, decreased return on investment, increased competition, or pricing changes. If our customers do not renew their subscriptions or downgrade the products purchased under their subscriptions, our revenue may decline, and our business may be harmed. We also face customer retention issues associated with mergers and acquisitions. Acquiring businesses and integrating acquired businesses presents significant business risk, including the risk of lost customers. In the past, we have seen varying customer renewal rates, and our forecast for future customer renewals may not materialize. Our future success also depends in part on existing customers expanding their subscriptions. If our efforts to sell upgrades to our customers are not successful, it may decrease our revenue growth rate.

If we are unable to attract new customers on a cost-effective basis, our business will be harmed.

To grow our business, we must continue to grow our customer base in a cost-effective manner. Increasing our customer base and achieving broader market acceptance of our product offerings will depend, to a significant extent, on our ability to effectively expand our sales and marketing activities. We may not be able to recruit qualified personnel, train them to perform, and achieve an acceptable level of sales production from them on a timely basis or at all. In addition, the cost to attract new customers may increase as we market our existing and new products to different market segments. If we are unable to maintain effective sales and marketing activities, our ability to attract new customers could be harmed, our sales and marketing expenses could increase substantially, and our business may be harmed. Further, to the extent there is a sustained general economic downturn and our customers and potential customers experience delays or reductions in general customer engagement technology spending, potential customers may be unwilling to take on the additional cost associated with adopting our product offerings as an alternative to their existing products or service providers, and if they choose to adopt our products, they may not purchase additional products and services in the future due to budget limitations.

If we fail to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed.

We expect to continue to experience growth in our headcount and operations, which will continue to place significant demands on our management and our administrative, operational, and financial reporting resources. Our growth will require hiring additional employees and making significant expenditures, particularly in sales and marketing but also in our technology, professional services, finance, and administration teams. Our recent acquisitions also present significant business risk, including the risk of lost customers and revenue, and the risk of increased legal, management, and regulatory expenses. Our ability to effectively manage our growth will require the allocation of management and employee resources along with improvements to operational and financial controls and reporting procedures and systems. Our expenses may increase more than we plan, and we may fail to hire qualified personnel, expand our customer base, enhance our existing products, develop new products, integrate any acquisitions, satisfy the requirements of our existing customers, respond to competitive challenges, or otherwise execute our strategies. If we are unable to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed.

We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.

We are continually executing on growth initiatives, strategies, and operating plans designed to enhance our business and extend our existing and future offerings to address evolving needs. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies, and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve, or it may be more costly to do so than we anticipate. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include, among others, delays in the anticipated timing of activities related to such growth initiatives, strategies, and operating plans, increased difficulty, and cost in implementing these efforts, including difficulties in complying with new regulatory requirements, the incurrence of other unexpected costs associated with operating our business, and lack of acceptance by our customers. Moreover, our continued implementation of these programs may disrupt our operations and performance. As a result, we cannot assure you that we will realize these benefits. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies, and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business may be harmed.

Any forecasts, projections, or outlook we may provide are based upon certain assumptions, analyses, and estimates. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected.

Any forecasts, projections, or outlook, including projected annual recurring revenue, revenue growth, cost of goods sold, operating expense, gross margin, and anticipated organic and inorganic growth, are subject to significant uncertainty and are based on certain assumptions, analyses, and estimates, including with reference to third-party forecasts, any, or all of which may prove to be incorrect or inaccurate. These may include assumptions, analyses, and estimates about future pricing, and future costs, all of which are subject to a wide variety of business, regulatory, and competitive risks, and uncertainties. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected and may adversely affect the value of our Class A Common Stock.

If we fail to attract and retain qualified personnel, our business could be harmed.

Our success depends in large part on our ability to attract, integrate, motivate, and retain highly qualified personnel at a reasonable cost on the terms we desire, particularly sales and marketing personnel, software developers, and technical and customer support. Competition for skilled personnel, particularly in the technology industry, is intense and we may not be successful in attracting, motivating, and retaining needed personnel. We also may be unable to attract or integrate into our operations qualified personnel on the schedule we desire. We have from time to time experienced, and we expect to continue to experience, difficulty in attracting, integrating, motivating, and retaining highly qualified personnel, which could harm our business. In addition, dealing with the loss of the services of our executive officers or other key personnel and the process to replace any of our executive officers or other key personnel may involve significant time and expense, take longer than anticipated, and significantly delay or prevent the achievement of our business objectives, which may harm our business.

Our management team has a limited history working together operating the Company and, as a result, our past results may not be indicative of future operating performance.

We have a limited history working together operating the Company, which makes it difficult to forecast our future results. Our strategy of acquiring and integrating new operating businesses further compounds this risk. You should not rely on our past quarterly operating results as indicators of future performance. In addition, you should consider and evaluate our prospects in light of the risks and uncertainties frequently encountered by companies in rapidly evolving markets like ours, as well as the information included in this prospectus.

We may not successfully develop or introduce new and enhanced products that achieve market acceptance, or successfully integrate acquired products or services with our existing products, and our business could be harmed, and our revenue could suffer as a result.

Our ability to attract new customers and increase revenue from existing customers will likely depend upon the successful development, introduction, and customer acceptance of new and enhanced versions of our product offerings and on our ability to integrate any products and services that we may acquire, as well as our ability to add new functionality and respond to technological advancements. Moreover, if we are unable to expand our product offerings, our customers could migrate to competitors. Our business could be harmed if we fail to deliver new versions, upgrades, or other enhancements to our existing products to meet customer needs on a timely and cost-effective basis. Unexpected delays in releasing new or enhanced versions of our product offerings, or errors following their release, could result in loss of sales, delay in market acceptance, or customer claims against us, any of which could harm our business. The success of any new product depends on several factors, including timely completion, adequate quality testing, and market acceptance. We may not be able to develop new products successfully or to introduce and gain market acceptance of new solutions in a timely manner, or at all. If we are unable to develop new applications or products that address our customers' needs, or to enhance and improve our product offerings in a timely manner, we may not be able to maintain or increase customer use of our products.

Our ability to introduce new products and features is dependent on adequate development resources. If we do not adequately fund our development efforts, we may not be able to compete effectively, and our business and operating results may be harmed.

To remain competitive, we must continue to develop new product offerings, applications, features, and enhancements to our existing product offerings. Maintaining adequate development personnel and resources to meet the demands of the market is essential. If we are unable to develop our product offerings internally due to certain constraints, such as high employee turnover, lack of management ability, or a lack of other research and development resources, we may miss market opportunities. Further, many of our competitors expend a considerably greater amount of funds on their development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors' development programs. Our failure to maintain adequate development resources or to compete effectively with the development programs of our competitors could materially adversely affect our business.

Our acquisitions of, and investments in, other businesses, products, or technologies may not yield expected benefits and our inability to successfully integrate acquisitions may negatively impact our business, financial condition, and results of operations.

In the past, we have pursued acquisitions of technology and expertise to enhance the products and services we offer, including OpenReel in 2024, Vidello in 2025 and ConnectAndSell in 2026. We anticipate that we will continue to make acquisitions of or investments in businesses, products, and technologies in the future. We may not realize the anticipated benefits, or any benefits, from our past or future acquisitions. In addition, if we finance acquisitions by incurring debt or by issuing equity or convertible or other debt securities, our then-existing stockholders may be diluted, or we could face constraints related to the repayment of indebtedness. To the extent that the acquisition consideration is paid in the form of an earnout on future financial results, the success of such an acquisition will not be fully realized by us for a period of time as it is shared with the sellers. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be harmed, and the value of your investment may decline. For us to realize the benefits of past and future acquisitions, we must successfully integrate the acquired businesses, products, or technologies with ours. Some of the challenges to successful integration of our acquisitions include:

unanticipated costs or liabilities resulting from our acquisitions;

retention of key employees from acquired businesses;

difficulties integrating acquired operations, personnel, technologies, or products;

diversion of management attention from existing business operations and strategy;

diversion of resources that are needed in other parts of our business, including integration of other acquisitions;

potential write-offs of acquired assets;

inability to maintain relationships with customers and partners of the acquired businesses;

difficulty of transitioning acquired technology and related infrastructures into our existing product offerings;

difficulty maintaining security and privacy standards of acquired technology consistent with our existing products;

potential financial and credit risks associated with the acquired businesses or their customers;

the need to implement internal controls, procedures, and policies at the acquired companies;

the need to comply with additional laws and regulations applicable to the acquired businesses; and the income and indirect tax impacts of any such acquisitions.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments and negatively impact our business, financial condition, and results of operations.

We may not be able to find attractive targets for future acquisitions.

Our strategy of growing by acquiring and integrating businesses may prove to be more challenging due to market conditions including lack of attractive acquisition targets, challenges financing acquisitions, challenges negotiating acceptable terms for acquisitions, and challenges working with present management of newly acquired businesses. There is no guarantee we will be able to make future acquisitions or if we do, that we will be able to successfully integrate them into our other product offerings, or will be operated effectively under new management. This could adversely impact our business and our stock price.

We face significant competition from both established and new companies offering marketing, sales, and engagement software and other related applications, as well as internally developed software, which may harm our ability to add new customers, retain existing customers, and grow our business.

The marketing, sales, customer service, operations, and engagement software market is evolving, highly competitive, and significantly fragmented. With the introduction of new technologies and the potential entry of new competitors into the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales, maintain or increase renewals, and maintain our prices.

We face intense competition from other software companies that develop marketing, sales, customer service, operations, and engagement management software and from marketing services companies that provide interactive marketing services. Competition could significantly impede our ability to sell subscriptions to our products on terms favorable to us. Our current and potential competitors may develop and market new technologies that render our existing or future products less competitive or obsolete. In addition, if these competitors develop products with similar or superior functionality to our platform, we may need to decrease the prices or accept less favorable terms for our platform subscriptions in order to remain competitive. If we are unable to maintain our pricing due to competitive pressures, our margins will be reduced, and our operating results will be negatively affected.

Our competitors include:

Vimeo, Zoom, and GoToWebinar with respect to video platforms;

Mailchimp and Constant Contact with respect to email marketing; and

Marketo, Hubspot, and Braze with respect to marketing automation platforms.

We compete across five distinct categories within the B2B (as defined below) MarTech landscape: digital events and webinars, demand generation, creative development, engagement platforms and marketing automation, and measurement and attribution. Our current and potential competitors within any or all of such categories may have significantly more financial, technical, marketing, and other resources than we have, be able to devote greater resources to the development, promotion, sale, and support of their products and services, may have more extensive customer bases and broader customer relationships than we have, and may have longer operating histories and greater name recognition than we have. As a result, these competitors may respond faster to new technologies and undertake more extensive marketing campaigns for their products. In a few cases, these vendors may also be able to offer additional software at little or no additional cost by bundling it with their existing suite of applications. To the extent any of our competitors has existing relationships with potential customers for either marketing software or other applications, those customers may be unwilling to purchase our products because of their existing relationships with our competitor. If we are unable to compete with such companies, the demand for our product offerings could substantially decline.

In addition, if one or more of our competitors were to merge or partner with another of our competitors, our ability to compete effectively could be adversely affected. Our competitors may also establish or strengthen cooperative relationships with our current or future strategic distribution and technology partners or other parties with whom we have relationships, thereby limiting our ability to promote and implement our product offerings. We may not be able to compete successfully against current or future competitors, and competitive pressures may harm our business.

Our business, results of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet any projections that we may provide or the expectations of securities analysts or investors.

Our operating results have in the past and could in the future vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance, our projections, or the expectations of securities analysts because of a variety of factors, many of which are outside of our control and, as a result, should not be relied upon as an indicator of future performance. As a result, we may not be able to accurately forecast our operating results and growth rate. Any of these events could cause the market price of Class A Common Stock to fluctuate. Factors that may contribute to the variability of our operating results include:

our ability to attract new customers and retain existing customers;

the financial condition of our current and potential customers;

changes in our sales and implementation cycles;

and 205 more changes in the filing

Use of proceeds 8 changes

will not receive any of the proceeds from the sale of the shares of Common Stock being offered by the Selling Securityholder.

INFORMATION FOR CLASS A COMMON STOCK AND DIVIDEND POLICY

of July 16, 2026, our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol "BNZI". Our Public Warrants are currently listed on The Nasdaq Capital Market under the symbol "BNZIW." As of July 16, 2026, there were 55 holders of record of our Class A Common Stock and one holder of record of our Public Warrants. These numbers do not include beneficial owners whose securities were held in street name.

May 2026, following receipt of the necessary shareholder and Nasdaq approval, we implemented a reverse stock split of our Class A and Class B Common Stock at a 1:20 ratio, which went effective on May 8, 2026. Following the split, we have a new CUSIP number 06682J605.

We estimate that we will receive net proceeds of approximately $[ ] million from this offering (assuming the sale of all Units offered at an assumed public offering price of $[ ] per Unit), after deducting underwriter discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the exercise of the Warrants if they are exercised on a cashless basis. Although we do not expect the holders to exercise on a cash basis, if all the Warrants are exercised on a cash basis, we could receive up to $[ ].

We intend to use the net proceeds from this offering for working capital and other general corporate purposes, which may include funding operations, sales and marketing activities, product development, capital expenditures, and repayment of indebtedness.

These expected uses represent our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the factors described in "Risk Factors" in this prospectus. As a result, our management will have broad discretion in the application of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds from this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending the uses described above, we plan to invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities.

A $1.00 increase (decrease) in the assumed public offering price per Unit set forth above would increase (decrease) the net proceeds to us from this offering by approximately $[ ] million, assuming the number of Units offered by us, as set forth on the cover of this prospectus, remains the same and after deducting underwriter discounts and commissions and estimated expenses payable by us. An increase (decrease) of one million Units sold by us in this offering would increase (decrease) the net proceeds to us from this offering by approximately $[ ] million, assuming the public offering price per Unit described above remains the same and after deducting underwriter discounts and commissions and estimated expenses payable by us. The information in this paragraph is illustrative only and will change based on the actual public offering price and other terms of this offering determined at the pricing of this offering.

MD&A 293 changes

CONDITION AND RESULTS OF OPERATIONS

loss increased to $8.4 million for first quarter 2026, compared to $3.6 million in first quarter 2025, which represents a $4.8 million decline quarter over quarter.

equity remained at $8.1 million as of March 31, 2026; we converted $3.8 million of debt to equity, and raised an additional $3.3 million from the SEPA and ATM during first quarter 2026.

an additional tranche of $2.3 million debt in February 2026 as part of our $11 million debt facility with an institutional investor to support ongoing operations and solidify the foundation for future growth.

We are seeing substantial improvements in our pipeline, especially for mid-market and enterprise customers.

of our recent financing

July 13, 2026, Banzai International, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Aegis Capital Corp. ("Aegis" or the "Underwriter"), relating to the Company's public offering (the "Offering") of 327,273 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a public offering price of $2.75. Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 45-day option ("Option") to purchase an additional 36,364 shares of Common Stock (the "Option Securities", and together with the Shares, the "Securities").

July 14, 2026, the Company closed the Offering and received gross proceeds of approximately $0.9 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include increasing its working capital, reducing indebtedness as applicable, products or technologies that are complementary to its own, and capital expenditures.

Securities were offered, issued, and sold pursuant to a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission (the "SEC") pursuant to an effective shelf registration statement filed with the SEC on Form S-3 (File No. 333-288908) (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), as supplemented by the final prospectus, dated July 13, 2026, relating to the Securities (together with the accompanying base prospectus, dated August 8, 2025, the "Prospectus Supplement"), filed with the SEC pursuant to Rule 424(b) of the Securities Act on July the terms of the Underwriting Agreement, the Underwriter received an underwriting discount of 7.0% to the public offering price for the Common Stock. In addition, the Company agreed to (a) pay a non-accountable expense allowance to the Underwriter received in the Offering and (b) to reimburse the Underwriter for certain out-of-pocket expenses, including, but not limited to, up to $50,000 for reasonable legal fees and disbursements for the Underwriter's counsel.

Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of the specific applicable dates contained in the Underwriting Agreement, were solely for the benefit of the parties to the Underwriting Agreement and were subject to limitations agreed upon by the contracting parties.

July 9, 2026, the Company entered into an Investment Banking Engagement Letter (the "IB Engagement Letter") with Aegis pursuant to which Aegis may act as the exclusive investment bank and provider of investment banking advisory services to us. Under the IB Engagement Letter, Aegis is entitled to receive additional compensation from us upon the occurrence of certain events. The foregoing is only a brief description of the terms of the Underwriting Agreement and does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby, and is qualified in its entirety by reference to the full text of such exhibit.

The Company will issue Pre-Funded Warrants one for one at an exercise price of $0.0001 in lieu of shares if restricted by Beneficial Ownership Limitations.

January 31, 2025, we acquired Vidello, a platform of a suite of products for 3D video creation, royalty free music, and video marketing.

entered into an Agreement and Plan of Merger, dated January 22, 2025, with Act-On Software, Inc., a Delaware corporation ("Act-On").

of Operations – Three Months Ended March 31, 2026 and 2025

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated audited financial statements and related notes, and our interim condensed consolidated financial statements and related notes, that appear elsewhere in this prospectus, as well as the section entitled "Business." In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the section titled "Risk Factors" and elsewhere in this prospectus.

Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

is We are a Marketing Technology (MarTech) company that produces data-driven marketing and sales solutions for businesses of all sizes. Our mission is to help our customers accomplish their mission - by enabling better marketing, sales, and customer engagement outcomes. Banzai endeavors We endeavor to acquire companies strategically positioned to enhance our product and service offerings, increasing the value provided to current and prospective customers.

Effective on August 6, 2026, we began doing business under the trade name "Parabolic." This rebrand does not change our legal name, which remains Banzai International, Inc., however, in connection with the rebrand, the trading symbols for our Class A common stock and redeemable warrants on The Nasdaq Capital Market changed from "BNZI" and "BNZIW" to "PARA" and "PARAW," respectively, effective on August 7, 2026. The rebranding reflects the evolution of the Company's vision from a marketing technology point-solution provider to a cost efficient platform that invests in and grows companies offering AI-powered solutions to the B2B channel across the full customer lifecycle. Throughout this Report, we may refer to the Company as Banzai or Parabolic.

was We were founded in 2015. The first product Banzai we launched was Reach, a SaaS and managed services offering designed to increase registration and attendance of marketing events, followed by the acquisition of Demio, a SaaS solution for webinars designed for marketing, sales, and customer success teams, in 2021 and the launch of Boost, a SaaS solution for social sharing designed to increase attendance for Demio-hosted events by enabling easy social sharing by event registrants, in 2023. We acquired OpenReel in 2024, both Vidello and the assets of Superblocks in 2025, and the assets of ConnectAndSell in 2026, further expanding our platform and customer base.

Our customer base comes from a variety of industries, including (among others) healthcare, financial services, e-commerce, technology and media, in over 90 countries. Our customers range in size from solo entrepreneurs and small businesses to Fortune 500 companies. No single customer represents more than 10% of our revenue. Since 2021, we have focused on increasing mid-market and enterprise customers for Demio.

We sell our products using a recurring subscription license model typical in SaaS businesses. Pricing tiers for our main product, Demio, are based on the number of host-capable users, desired feature sets, and maximum audience size. Boost pricing tiers are based on the Demio plan to which the customer subscribes. Reach pricing is based on the number of event campaigns a customer has access to run simultaneously or the maximum number of registrations a customer is allowed to generate per subscription period. Our customer contracts vary in term length from single months to multiple years.

Second Quarter 2026 Financial and Operational Highlights

Revenue decreased 20.2% 27.3% to $2.7 $2.3 million for first second quarter 2026 compared to first second quarter 2025. Total cost of revenue decreased by 14.0% 18.8% quarter over quarter.

Gross profit reached $2.2 was $1.8 million for first second quarter 2026, compared to $2.8 $2.6 million in first second quarter 2025. Gross profit margin was 80.7% 80.2% in first second quarter 2026 compared to 82.1% 82.3% in first second quarter 2025.

Net loss decreased to $5.0 million for second quarter 2026, compared to $7.9 million in second quarter 2025, which represents a $3.0 million improvement quarter over quarter.

Stockholders' equity increased to $12.2 million as of June 30, 2026; we converted $0.6 million of debt to equity, which included paying off the Yorkville convertible notes, and raised an additional $1.2 million from the SEPA during second quarter 2026.

Full Year 2025 Financial and Operational Highlights

Revenue grew 168.6% to $12.2 million for full year 2025 compared to 2024. Total cost of revenue increased only 53.8% year over year, resulting in improved gross profit.

Gross profit reached $10.0 million for full year 2025, compared to $3.1 million in 2024. Gross profit was 82.0% in full year 2025 compared to 68.6% in 2024.

Net loss decreased to $22.5 million for full year 2025, compared to $31.5 million in 2024, which represents a $9.0 million improvement year over year.

Stockholders' equity increased $10.8 million to $8.1 million as of December 31, 2025. The company made substantial improvements to the balance sheet during 2025.

Executed a payoff and debt conversion agreement for approximately $4.3 million in outstanding senior secured debt. The decision by senior debt holders to convert into equity reflects a strong vote of confidence in our vision and trajectory.

Secured an $11 million debt facility in June 2025 with an institutional investor to support ongoing operations and solidify the foundation for future growth.

Expanded our customer base to over 150,000 cumulative total customers that have used Banzai Parabolic products as of December 31, 2025. Customers include blue chip names across healthcare, financial services, e-commerce, technology, and media, with customers in over 90 countries.

Acquired Vidello, a suite of products for 3D video creation, royalty free music, and video marketing. Vidello offers a comprehensive video hosting and marketing suite that provides entrepreneurs, startups, agencies, and online businesses with tools to grow their businesses.

Acquired the assets of Superblocks, an agentic AI platform for developing and hosting SEO-optimized websites, landing pages, and registration pages. The platform allows marketers to create and host websites using conversational AI, addressing problems that traditionally required rigid template-based site builders or extensive web development expertise.

An institutional investor increased their direct equity stake to 18.7% following the exercise of warrants. We believe this demonstrates their confidence in our long-term strategy.

Established strong pipeline focused on the BFSI (banking, financial services, insurance, and FinTech) segment with multiple seven-figure deals. We are seeing substantial improvements in our pipeline, especially for mid-market and enterprise customers.

Successfully shifted CreateStudio revenue model from one-time license to recurring subscription revenue. The vast majority of CreateStudio revenue is now recurring, with a very effective customer upsell program running.

Evergreen Convertible Note Financing

On September 4, 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with an accredited investor (the "Purchaser"), pursuant to which the Company agreed to sell, in a private placement (the "Private Placement"), (i) a convertible promissory note (the "Note") in an initial principal amount of $2,142,857 (subject to increase up to $3,571,429), bearing interest at 10% per annum with a 30% original issue discount and maturing on June 4, 2027, convertible into shares of Common Stock at $2.75 per share, and (ii) a warrant (the "Common Warrant") to purchase up to 779,221 shares of Common Stock (subject to increase in connection with subsequent tranche fundings) at an exercise price of $2.75 per share, exercisable immediately and expiring five years from issuance. The Purchaser's subscription amount is payable in up to three tranches, with $1.5 million paid at the initial closing. Aegis Capital Corp. acted as the exclusive placement agent for the Private Placement. In connection with the Private Placement, the Company's directors, executive officers, and stockholders holding at least 10% of the outstanding shares of Common Stock entered into lock-up agreements restricting dispositions for 90 calendar days from the date of the Purchase Agreement.

Since entering into the Purchase Agreement, the Company and the Purchaser have revised some of the terms of the Purchase Agreement and related instruments via a letter agreement. Most notably, the revised terms dictate that the threshold amount for cross defaults under the Purchase Agreement shall be set at $250,000. Additionally, the Purchaser now has a 25% participation right in the Company's future financings, with some noted exceptions, until the later of September 18, 2027 and the date that Aegis ceases to act as the Company's investment bank. The parties also agreed to revise the $500,000 Tranche 2 funding into two separate fundings of $190,000 and $310,000, rather than one lump sum payment.

The foregoing descriptions of the Purchase Agreement, the Note, the Common Warrant, the Lock-Up Agreements and the Letter Agreement are qualified in their entirety by reference to the full text of such documents, which are filed as exhibits to the Current Report on Form 8-K and Current Report on Form 8-K/A that are incorporated herein by reference.

Agile Term Note Issuance

On August 28, 2026, the Company issued a subordinated secured promissory note (the "Agile Note #9") for an aggregate principal amount of $360 thousand and received net proceeds of $342 thousand, after administrative agent fees of $18 thousand paid to Agile Funding. Agile Note #9 has a maturity date of March 2, 2027 and bears interest at a rate of 46%.

On August 28, 2026, the Company issued a promissory note ("GMFunding Note") for an aggregate principal amount of approximately $200 thousand and received net proceeds of approximately $188 thousand, after transaction fees. The note has a maturity date of March 12, 2027, and bears interest at 502% per annum.

CFG Funding Issuance

On August 31, 2026, the Company issued a promissory note ("CFG Funding Note") for an aggregate principal amount of approximately $200 thousand and received net proceeds of approximately $188 thousand, after transaction fees. The note has a maturity date of March 15, 2027, and bears interest at 502% per annum.

1800 Diagonal Note Issuances

On July 17, 2026, the Company issued a promissory note ("1800 Diagonal Note #14") for an aggregate principal amount of approximately $135 thousand and received net proceeds of approximately $110 thousand, after discount and transaction fees. The note has a maturity date of April 15, 2027, and bears interest at 77.7% per annum.

On August 12, 2026, the Company issued a promissory note ("1800 Diagonal Note #15") for an aggregate principal amount of approximately $144 thousand and received net proceeds of approximately $118 thousand, after discount and transaction fees. The note has a maturity date of May 15, 2027, and bears interest at 74.4% per annum.

1800 Diagonal Note Conversions

On August 5, 2026 and August 14, 2026, the Lender exercised its contractual conversion option under the December 1800 Diagonal Note and the January 1800 Diagonal Note, respectively, and received an aggregate of approximately 57 thousand shares of Class A Common Stock at conversion prices ranging from $1.245 to $1.305, in satisfaction of approximately $37 thousand and $35 thousand of the Company's obligations under the December 1800 Diagonal Note and the January 1800 Diagonal Note, respectively.

UCAP LLC Convertible Note Issuance

On August 5, 2026, the Company issued a 12% convertible redeemable note to UCAP LLC ("UCAP Note") for an aggregate principal amount of approximately $556 thousand and received net proceeds of approximately $480 thousand, after discount and transaction fees. The note matures on August 5, 2027 and is convertible into shares of the Company's Class A Common Stock at a variable conversion price based on the market price of the Company's Class A Common Stock. The Company has elected to account for the note under fair value option.

Boot Capital Conversion

On August 6, 2026, the Lender exercised its contractual conversion option under the Boot Capital Note and received an aggregate of approximately 17 thousand shares of Class A Common Stock at a conversion price of $1.305 in satisfaction of approximately $22 thousand of the Company's obligations under the Note.

3i, LP Private Placement Convertible Note Payoff

On August 7, 2026, the Company paid cash of approximately $600 thousand to 3i, LP, and the February 3i Note was fully repaid.

3i, LP Private Placement Convertible Note Issuance

On August 12, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the "August 2026 Closing") and the Company issued an additional convertible note (the "3i Note #5"), additional buyer warrants (the "3i Note #5 Warrants"), and additional Financial Advisor warrants (the "3i Note #5 FA Warrants").

The 3i Note #5 has an original principal amount of $1.1 million, matures on August 12, 2027, and has a initial conversion price of $1.96 per share that is subject to a floor price of $0.35. Upon issuance, the Company received proceeds of approximately $1.0 million, net of OID and issuance fees and costs.

The 3i Note #5 Warrants allow for the purchase of up to 112,531 shares of Common Stock at an initial exercise price of $1.96 per share, are exercisable immediately upon issuance, and expire on August 12, 2029. The 3i Note #5 FA Warrants allow for the purchase of up to 35,714 shares of Common Stock at an initial exercise price of $2.45 per share, are exercisable immediately upon issuance, and expire on August 12, 2031.

Other than the specific terms described above, the 3i Note #5, the 3i Note #5 Warrants, and the 3i Note #5 FA Warrants have the same terms as the 3i, LP Private Placement Convertible Notes, the Private Placement Warrants and the Financial Advisor Warrants that are more fully described in Note 11 – Debt , see – 3i, LP Private Placement Offering.

Yorkville Advanced Notice Settlements

Subsequent to June 30, 2026, the Company issued Advance Notices to Yorkville pursuant to the SEPA and requested aggregate purchases of 430,000 shares of the Company's Class A Common Stock at an aggregate gross value and net proceeds of approximately $640 thousand and $614 thousand, respectively.

CP BF Letter Agreement

On July 17, 2026, the Company, the Guarantors and CP BF entered into another letter agreement pursuant to which CP BF may not convert any portion of the Note, and the Company may not issue shares to CP BF thereunder, to the extent CP BF and its affiliates would beneficially own more than 9.99% of the Class A Common Stock outstanding after giving effect to such conversion or issuance.

Aegis Public Offering

On July 14, 2026, we closed a previously announced underwritten public offering with gross proceeds to the Company of approximately $0.9 million, before deducting underwriting fees and other offering expenses payable by the Company. The offering consisted of the sale of 327,273 shares of Class A Common Stock. The public offering price per share was $2.75. We intend to use the net proceeds from the offering for working capital and other general corporate purposes. Solely to cover over-allotments, if any, the Company has granted Aegis Capital Corp. a 45-day option to purchase up to 36,364 additional shares of Common Stock. The purchase price to be paid per additional share of Common Stock will be equal to the public offering price of one Common Stock, less the underwriting discount. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement was approximately $0.1 million following the public offering on July 14, 2026, which is based on the limitations of General Instruction I.B.6 of Form S-3.

ConnectAndSell Asset Purchase

On July 2, 2026, we completed the acquisition of substantially all assets of and certain specified liabilities of ConnectAndSell, Inc., an AI sales acceleration platform. ConnectAndSell serves approximately 250 B2B organizations such as Intuit, RingCentral, Truckstop, and SAP across financial services, healthcare, technology, and other industries. ConnectAndSell's FY 2025 revenue was $14.7 million, with a gross margin of 86%.

Under the terms of the Asset Purchase Agreement ("APA"), total consideration was $13.2 million, comprised of: closing consideration of $750 thousand in cash, 294,917 shares of Banzai's Class A Common Stock and 1,685,175 Pre-Funded Warrants (together valued at $5.9 million), and a one year promissory note ("C&S Note") for $1.8 million issued at Closing bearing interest at 8% per annum, repayable in quarterly payments; deferred consideration totaling $4.75 million; and earn-out payments tied to revenue performance in the twelve months following closing.

The deferred consideration consists of a first deferred cash payment of $1.5 million due no later than 10 days after closing, and a second deferred cash payment of $3.25 million payable within three (3) business days following the earlier of (x) the date that the SEC declares effective the registration statement covering the securities issued in the Private Placement (as defined below) and (y) December 31, 2026, provided that if the second deferred cash payment becomes due and payable after September 30, 2026, the amount will be increased by simple interest at a rate of 8% per annum from September 30, 2026 until repaid.

Shares of Common Stock with an aggregate value of $1,340,000 $1.34 million (based on the Closing VWAP) will be withheld by the Company at the Closing and retained for a period of twelve (12) months following the Closing as security for ConnectAndSell's indemnification obligations under the APA ("Holdback Shares"). Subject to certain limited exceptions, ConnectAndSell's aggregate indemnification liability for breaches of representations and warranties is limited to the Holdback Shares, subject to a deductible equal to one percent (1.0%) of the purchase price. The Holdback Shares will be released to ConnectAndSell within five (5) business days after the expiration of the survival period, less any shares retained in satisfaction of or reserved for pending indemnification claims.

The APA contains ownership limitations whereby the Company may not issue shares to ConnectAndSell that would result in ConnectAndSell and its affiliates beneficially owning more than 9.99% of the Common Stock outstanding immediately following the Closing (the "Beneficial Ownership Limitation"), or more than 19.99% of the Common Stock and Class B common stock outstanding immediately prior to the Closing. The Company will issue Pre-Funded Warrants one for one at an exercise price of $0.0001 in lieu of shares if restricted by Beneficial Ownership Limitations.

The Company must obtain stockholder approval for the issuance of shares of Common Stock (including shares underlying the Pre-Funded Warrants) to the extent required to comply with Nasdaq Listing Rule 5635 (the "CAS Stockholders' Approval"). The Company's board of directors has approved the APA and recommends that the Company's stockholders vote to approve the share issuance. If the CAS Stockholders' Approval is not obtained within 120 days following the Closing (or such longer period as mutually agreed by the parties in writing), the Company will be required to pay ConnectAndSell in cash an amount equal to the Closing Non-Cash Consideration (as defined in the APA) within 30 days thereafter, upon which ConnectAndSell will surrender to the Company for cancellation the Pre-Funded Warrants (or portions thereof) corresponding to such cash payment.

At Closing, the Company's CEO and Chairman of the Board, Joe Davy, executed a Voting and Support Agreement requiring him to vote all the shares beneficially owned by him in favor of issuing Shares of Common Stock and Pre-Funded Warrants contemplated by the APA to meet Nasdaq listing standards.

At Closing, the Company entered into a registration rights agreement with ConnectAndSell, pursuant to which the Company will agree to register for resale the shares of Common Stock and the Pre-Funded Warrants issued pursuant to the APA, and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. The Company has agreed to file a registration statement within thirty (30) days following the Closing and to use commercially reasonable efforts to cause such registration statement to be declared effective within ninety (90) days following the Closing (or one hundred twenty (120) days if the SEC reviews and has written comments to the registration statement), and to use commercially reasonable efforts to maintain the effectiveness of the registration statement, subject to liquidated damages if these obligations are not met.

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Business 1058 changes

International, Inc. (the "Company" or "Banzai") was incorporated in Delaware on September 30, 2015 . Banzai is a leading enterprise SaaS Video Engagement platform used by marketers to power webinars, trainings, virtual events, and on-demand video content.

August 29, 2024, the stockholders of the Company collectively approved an amendment to the Company's Certificate of Incorporation, as amended and restated, to effect a reverse stock split (the "2024 Reverse Stock Split") of the Company's outstanding Class A Common Stock at a ratio of 1-for-50 effective as of September 19, 2024. The Class B Common Stock was not affected by the 2024 Reverse Stock Split.

June 27, 2025, the stockholders of the Company collectively approved an amendment to the Company's Certificate of Incorporation, as amended and restated, to effect a reverse stock split (the "2025 Reverse Stock Split") of the Company's outstanding Class A Common Stock and Class B Common Stock at a ratio of 1-for-10 effective on July 8, 2025.

On April 28, 2026, the stockholders

of the Company collectively approved an amendment to the Company's Certificate of Incorporation, as amended and restated, to effect a reverse stock split (the "2026 Reverse Stock Split") of the Company's outstanding Class A Common Stock and Class B Common Stock at a ratio of 1-for-20 effective on May 8, 2026.

cash or fractional shares were issued in connection with the 2024 Reverse Stock Split, 2025 Reverse Stock Split, and the 2026 Reverse Stock Split (collectively, the "Reverse Stock Splits") and instead the Company rounded up to the next whole share in lieu of issuing fractional shares that would have been issued in the reverse split. The par value per share remained unchanged, and the reduction in the Common Stock account was credited to Additional Paid-in Capital. No change was made to total shareholders' equity as a result of the Reverse Stock Splits. Proportional adjustments were made to the number of shares of Class A Common Stock issuable upon exercise or conversion of the Company's outstanding stock options and warrants, the exercise price or conversion price (as applicable) of the Company's outstanding stock options and warrants, and the number of shares reserved for issuance under the Company's equity incentive plan. All Class A and Class B Common Stock share and per share information included in this prospectus has been retroactively adjusted to reflect the impact of the Reverse Stock Splits.

Company is an "smaller reporting company," as defined by SEC rules, and it may take advantage of reduced financial statement disclosure requirements in our SEC filings. Therefore, the Company's financial statements may not be comparable to certain public companies.

of December 31, 2025 the Company had cash of approximately $ 0.3 million. For the year ended December 31, 2025, the Company used approximately $ 15.7 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of December 31, 2025, the Company had an accumulated deficit of approximately $ 100.8 million.

These factors raise substantial doubt regarding the Company's ability to continue as a going concern within one year of the date these financial statements were issued.

continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders.

Specifically, continuation is contingent on the Company's ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company's ability to generate profit from sales and positive operating cash flows, which is not assured.

Company's plans include obtaining future debt financings (see Note 12 – Debt ) and equity financings associated with the Yorkville SEPA and the ATM (as defined in Note 15 – Equity ) . If the Company is unsuccessful in completing these planned transactions, it may be required to reduce its spending rate to align with expected revenue levels and cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, management's plans cannot be considered probable and thus do not alleviate substantial doubt about the Company's ability to continue as a going concern.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

Company's audited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as determined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and applicable regulations of the Securities and Exchange Commission ("SEC") regarding annual financial reporting.

accompanying audited consolidated financial statements include the accounts of Banzai and its subsidiaries. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiary is consolidated from the date at which the Company obtains control and is de-consolidated from the date at which control ceases. All intercompany balances and transactions have been eliminated. The accounting policies of the subsidiary has been changed where necessary to ensure consistency with the policies adopted by the Company.

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Management 342 changes

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Related-party transactions 49 changes

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Plan of distribution 93 changes

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Description of the securities 430 changes

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Index to financial statements 179 changes

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Notes to the financial statements 156 changes

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Note 11: Debt 179 changes

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Note 18: Subsequent Events 212 changes

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Note 14: Commitments and Contingencies 53 changes

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Note 16: Stock-Based Compensation 21 changes

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Note 17: Income Taxes 44 changes

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Note 1: DESCRIPTION OF BUSINESS 3 changes

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Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 17 changes

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Note 4: SIGNIFICANT BALANCE SHEET COMPONENTS (Continued) 24 changes

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Note 5: DEBT (Continued) 13 changes

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Note 8: WARRANTS 4 changes

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Financial statements 179 changes

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Note 6: RELATED PARTY NOTES PAYABLE 13 changes

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Note 7: EQUITY (Continued) 9 changes

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Note 9: STOCK-BASED COMPENSATION (Continued) 6 changes

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Note 10: INCOME TAXES (Continued) 8 changes

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Undertakings 23 changes

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