Parabolic Technologies registers securities for sale

Cover page 103 changes

As confidentially submitted with the Securities and Exchange Commission on 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-[ ]

Washington, D.C. 20549

REGISTRATION STATEMENT

Banzai International, Inc.

Incorporation or Organization)

(Primary Standard Industrial

Classification Code No.)

Banzai International, Inc.

Anthony W. Basch, Esq.

Kaufman & Canoles P.C.

1021 East Cary Street

Richmond, Virginia 23219

Tel: +1 (804) 771-5700

If 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. ☐

Large accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PRELIMINARY PROSPECTUS

As filed with the Securities and Exchange Commission

AND EXCHANGE COMMISSION

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

(State or Other Jurisdiction of

435 Ericksen Ave , Suite 250

Bainbridge Island , Washington 98110

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

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

J. Britton Williston, Esq.

Two James Center, 14th Floor

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. ☒

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

If 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(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. ☐

Indicate Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 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:

"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 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 information in this preliminary prospectus is not complete and may be changed. We 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.

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

5 unchanged paragraphs

Banzai International, Inc.

Technologies, Inc., a Delaware corporation (the "Company," "Parabolic," the "registrant," "we,"

"our" or "us") is offering units (the "Units") at an aggregate offering size 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")

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 Issuance Date (as defined below) and will expire five (5) years after the Initial Exercise Issuance 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 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 ("Nasdaq") 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.

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.

The Units will have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of Class A Common Stock or Pre-Funded Warrants and the Warrants comprising the Units, as applicable, are immediately separable and will be issued separately in this offering.

Stock or Pre-Funded Warrants and the Warrants comprising the Units, as applicable, are immediately separable and will be issued separately in this offering.

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 volume weighted average price ("VWAP") during the period commencing on the Pricing Date (the date of execution of the Underwriting Agreement) 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 Pricing 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

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 volume weighted average price ("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 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.

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 Issuance Date to exercise the Warrants using the "zero exercise price option." Upon such an exercise, the holder will pay no cash exercise price and will receive 90% of the number of shares that would otherwise be issuable upon a cash exercise, after giving effect to applicable adjustments to the exercise price and number of warrant shares.

We have engaged Aegis Capital Corp. to act as our exclusive underwriter on a firm commitment basis in connection with this offering. We have agreed to pay to the underwriter the underwriting fees as set forth in the table below. We will bear all costs associated with the offering. See "Underwriting" on page 89 90 of this prospectus for more information regarding these arrangements.

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.

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. If this over-allotment option is exercised, the total offering price to the public will be approximately $[ ], and the total net proceeds, before expenses and after deducting the underwriting discounts described above, to us will be approximately $[ ] (based upon an assumed public offering price of $[ ] per Unit).

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. If this over-allotment option is exercised, the total offering price to the public will be approximately

$[ ], and the total net proceeds, before expenses and after deducting the underwriting discounts described above, to us will be approximately

$[ ] (based upon an assumed public offering price of $[ ] per Unit).

The public offering price for the securities in this offering will be determined at the time of pricing and may be at a discount to the current market price at the time. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will be determined through negotiation between us and the underwriter, based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

We intend to use the proceeds from this offering for general corporate purposes, including working capital and investments, as well as the repayment of outstanding indebtedness. See " Use of Proceeds. "

Our Class A Common Stock is listed on the Nasdaq Capital Market under the symbol "PARA." On September October [ ], 2026, the last reported sale price of our Class A Common Stock on Nasdaq was $[ ] per share. Our warrants, each exercisable for one share of Common Stock at a price of $115,000.00 $1,150,000.00 per share, originally issued in our initial public offering (the "Public Warrants"), are currently listed on The Nasdaq Capital Market under the symbol "PARAW."

1 unchanged paragraph

1 unchanged paragraph

and 23 more changes in the filing

Forward-looking statements 13 changes

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.

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 150 changes

Aegis Public Offering

ConnectAndSell Asset Purchase

Transaction Financing

Agile Exchange Agreements

Agile Term Note Issuance

1800 Diagonal Issuances

Venture Issuance and Payoff

TVT Capital Issuance

CFG Funding Issuance

Common Stock Issuances

Boot Capital Conversions

At the Market Offering

Corporate Information

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, Technologies, 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, 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 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. Effective October 27, 2026, our company name changed from Banzai International, Inc. to Parabolic Technologies, Inc. following approval by our shareholders.

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.

Authorized Capital Amendment

Effective at 12:01 a.m. Eastern

Time on October 30, 2026, the Company amended the first paragraph of Article IV of its Second Amended and Restated Certificate of Incorporation to provide for authorized capital stock of 850,000,000 shares (from 350,000,000), consisting of 750,000,000 shares of Class A Common Stock (from 250,000,000), 25,000,000 shares of Class B Common Stock and 75,000,000 shares of Preferred Stock, each with a par value of $0.0001 per share.

On October 27, 2026, Parabolic

Technologies, Inc. (the "Company") received a notice from Nasdaq indicating that the Company was not in compliance with Nasdaq's $1.00 minimum bid price requirement for 30 consecutive business days. The Company's 1-for-10 reverse stock split effected on July 8, 2025, 1-for-20 reverse stock split effected on May 8, 2026 and 1-for-10 reverse stock split effected on October 27, 2026 collectively resulted in a 1-for-2,000 reverse stock split ratio over the preceding two years. Due to these reverse stock splits, the Company is ineligible for the customary 180-day compliance period and received a Staff Delisting Determination. Unless the Company appeals by November 3, 2026, trading of its securities will be suspended on November 5, 2026. The Company intends to timely request a hearing before a Nasdaq Hearings Panel, which will stay the suspension pending the Panel's decision, and present a plan to regain compliance. There can be no assurance that the Company will regain compliance or maintain its Nasdaq listing. (See Risk Factor – " Our stock is subject to requirements to remain listed on Nasdaq, including a minimum bid price requirement and stockholders ' equity requirement, and may be delisted if it does not maintain or regain, as applicable, compliance with those requirements." ) Repurchase Agreement The Company entered into a Repurchase Agreement with an institutional investor (the "Investor"), on October 20, 2026 (the "Repurchase Agreement"), pursuant to which, upon the closing of a public offering (the "Offering"), the Company shall repurchase certain common stock purchase warrants that allow the Investor to purchase up to 166,286 shares of the Company's common stock (the "Existing Warrants"), par value $0.0001 per share (the "Common Stock"), for $1.5 million in cash (the "Warrant Repurchase Price"). Upon payment of the Warrant Repurchase Price, the Existing Warrants shall be cancelled and be of no further force or effect.

on June 27, 2025, the Company and the Investor entered into that certain Securities Purchase Agreement, (as amended, supplemented or otherwise modified from time to time, the "Securities Purchase Agreement"), pursuant to which, among other things, the Company issued to the Investor: (i) a senior secured convertible note, dated August 12, 2026, (the "Existing Note") and (ii) the Existing Warrants, which have a current exercise price equal to $12.45 per share.

to the Repurchase Agreement, the Investor has a right to participate in the Offering in an amount not less than $6 million, or such lesser amount as the Company may specify, subject to the procedures and conditions in the Repurchase Agreement. Additionally, the Investor agreed to a standstill period regarding the Existing Note for a period of eighteen trading days commencing on, and including, the date of the public filing of the registration statement for the Offering and to waive certain provisions included in the Securities Purchase Agreement and the Existing Note.

Company agreed to pay the Investor's legal fees of $20,000 associated with the drafting and negotiation of the Repurchase Agreement.

The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, which is filed as Exhibit 10.60 to this registration statement and incorporated herein by reference.

Davy Subscription Agreement

September 25, 2026, the Company entered into a subscription agreement (the "Subscription Agreement") with Joseph Davy, the Company's Chief Executive Officer and Chairman of the Board of Directors, pursuant to which Mr. Davy agreed to purchase 11,596 shares of the Company's Class B Common Stock, par value $0.0001 per share, for an aggregate purchase price of $81,176, payable in cash. The purchase price was $7.00 per share, which is equal to the consolidated closing bid price of the Company's Class A Common Stock on Nasdaq immediately preceding the execution of the Subscription Agreement. Following the purchase, Mr. Davy held a 25.6% voting interest in the Company's voting securities.

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 $27.50 per share, and (ii) a warrant (the "Common Warrant") to purchase up to 779,221 77,922 shares of Common Stock (subject to increase in connection with subsequent tranche fundings) at an exercise price of $2.75 $27.50 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 two letter agreement. agreements and an amended and restated Note and a second amended and restated Note. Most notably, the revised terms dictate that the threshold amount for cross defaults under the Purchase Agreement Note 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 two separate fundings were executed and funded on September 21, 2026, and September 28, 2026, respectively. The amended and restated Note consolidated the original Note and the interim notes issued in connection with the Tranche 2 fundings into a single Note with a principal amount of $2,857,143. The second amended and restated Note superseded that Note and reflects the funding of $300,000 of Tranche 3, increasing the principal amount to $3,285,714, with the remaining $200,000 payable within three business days after the public filing of the registration statement on Form S-1 (or any amendment thereto) relating to the Offering. Upon funding of that remaining amount, the principal amount will automatically increase by $285,714.

The foregoing descriptions of the Purchase Agreement, as amended and restated, the Note, the Common Warrant, the Lock-Up Agreements, and the two letter Agreement agreements 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 this registration statement or incorporated herein by reference.

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 32,727 shares of Class A Common Stock. The public offering price per share was $2.75. $27.50. 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 3,636 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 Discussion and Analysis of Financial Condition and Results of Operations " ( " MD&A " ).

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 Parabolic's portfolio, extending the Company's reach across more of the customer revenue journey. For more information regarding this acquisition, see " Management ' s Discussion and Analysis of Financial Condition and Results of Operations " ( " MD&A " ).

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%).

effected a 1-for-10 reverse stock split of the shares of the Company's Class A and Class B Common Stock, effective as of July 8, 2025 (the "July Reverse Stock Split").

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 "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"). On October 16, 2026, the Company's Board of Directors announced a 1-for-10 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 Nasdaq on October 27, 2026, and the reverse stock split reduced the number of outstanding shares of Class A and Class B common stock from 5,196,827 and 149,821 shares to 519,763 and 14,983 shares, respectively (the "October 2026 Reverse Stock Split").

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 1,164 shares of Common Stock, valued at $24.40 $244.00 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 30,345 additional shares of Common Stock to Agile at prices ranging from $2.95 $29.50 to $23.60 $236.00 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.

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%.

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 $222.00 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 2,102 shares of Common Stock, at an initial exercise price equal to $50.00 $500.00 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 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. $50.80. 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 $19.60 per share that is subject to a floor price of $0.35. $3.50. 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 11,253 shares of Common Stock at an initial exercise price of $1.96 $19.60 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 3,571 shares of Common Stock at an initial exercise price of $2.45 $24.50 per share, are exercisable immediately upon issuance, and expire on August 12, 2031.

Due to the Agile Exchanges that

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 1,666,386 166,639 to 560,005 56,001 and the Exercise Price of the Buyer Warrant was adjusted from $1.11 $11.10 to $33.03. 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 $33.03 and $33.03, respectively. Following the July 2026 Aegis Public Offering, the Buyer Warrants and Notes have a current Exercise Price and Conversion Price of $2.75 $27.50 and $2.75, $27.50, respectively.

Due to conversions that took place in 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 795,149 79,515 to 1,662,862 166,286 and from 303,015 30,302 to 660,706, 66,071, respectively, and the Exercise Price of the Buyer Warrants and the FA Warrants was adjusted to $12.45.

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

the October 2026 Reverse Stock Split, the Exercise Price and Conversion Price of the Buyer Warrants and Notes were adjusted to $27.50 and $27.50, respectively.

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.

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.

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.

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.

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 2,609 shares of Class A Common Stock, Warrants to purchase up to 56,555 5,656 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 30,470 3,047 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; $25.00; (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 $500.00 (as adjusted for the Reverse Stock Split) to $4.50 $45.00 (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.

to Section 2.3(a)(i) of the Note, the Conversion Price was proportionately adjusted to reflect the October 2026 Reverse Stock Split.

As of October 16, 2026, there was an aggregate of $4,977,108 outstanding under the Note.

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 2 thousand shares of Class A Common Stock at conversion prices ranging from $14.75 $147.50 to $18.00 $180.00 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 4 thousand shares of Class A Common Stock at conversion prices ranging from $33.03 to $45.20 in satisfaction of approximately $142 thousand of the Company's obligations under the respective Notes.

On August 5, 2026, and August 14, 2026, August 17, 2026 and August 18, 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 14 thousand shares of Class A Common Stock at conversion prices ranging from $1.245 $10.875 to $13.05, in satisfaction of approximately $37 thousand and $35 $174 thousand of the Company's obligations under the December 1800 Diagonal Note and the January 1800 Diagonal Note, respectively.

On August 6, 2026, the Lender exercised its contractual conversion option under the Boot Capital Note and received an aggregate of approximately 17 2 thousand shares of Class A Common Stock at a conversion price of $13.05 in satisfaction of approximately $22 thousand of the Company's obligations under the Note.

Subsequent to December 31, 2025, the Company issued approximately 107 11 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, October 29, 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 registered additional shares of Class A Common Stock issuable under the SEPA on a registration statement on Form S-1 (File No. 333-297492), which became effective on July 27, 2026; as of the date hereof, 14,570,000 1,457,000 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 430,000 78,500 shares of the Company's Class A Common Stock for aggregate gross value and net proceeds of approximately $640 $853 thousand and $614 $817 thousand, respectively.

Risks Associated with Our Business

and 70 more changes in the filing

The offering 41 changes

Banzai International, Inc.

Securities Offered by Us

1 unchanged paragraph

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 Issuance 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 Issuance 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 Pricing Date (the date of execution of the Underwriting Agreement) 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.

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 Issuance 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

1 unchanged paragraph

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 ;

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.

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.

Risk factors 295 changes

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;

introductions and expansions of our product offerings, or challenges with their introduction;

changes in our pricing or fee structures or those of our competitors;

the timing and success of new offering introductions by us or our competitors or any other change in the competitive landscape of our industry;

increases in operating expenses that we may incur to grow and expand our operations and to remain competitive;

our ability to successfully expand our business;

breaches of information security or privacy;

changes in stock-based compensation expenses;

the amount and timing of operating costs and capital expenditures related to the expansion of our business;

adverse litigation judgments, settlements, or other litigation-related costs;

the cost and potential outcomes of ongoing or future regulatory investigations or examinations, or of future litigation;

changes in our effective tax rate;

our ability to make accurate accounting estimates and appropriately recognize revenue for our existing and future offerings;

changes in accounting standards, policies, guidance, interpretations, or principles;

instability in the financial markets;

general economic conditions, both domestic and international;

volatility in the global financial markets;

political, economic, and social instability, including terrorist activities and outbreaks of public health threats, such as coronavirus, influenza, or other highly communicable diseases or viruses, and any disruption these events may cause to the global economy; and changes in business or macroeconomic conditions.

The impact of one or more of the foregoing and other factors may cause our operating results to vary significantly. As such, we believe that quarter-to-quarter and year-to-year comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future performance.

Since we recognize revenue from subscriptions for our product offerings over the terms of the subscriptions, our financial results in any period may not be indicative of our financial health and future performance.

We generally recognize revenue from subscription fees paid by customers ratably over the terms of their subscription agreements. As a result, most of the subscription revenue we report in each quarter is the result of agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter will not be fully reflected in our revenue results for that quarter. Any such decline, however, will negatively affect our revenue in future quarters. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as subscription revenue from new customers must be recognized over the applicable subscription terms.

Our sales cycle can be lengthy and unpredictable, which may cause our operating results to vary significantly.

Our sales cycle, which is the time between initial contact with a potential new customer and the ultimate sale to that customer, is often lengthy and unpredictable. Potential new customers typically spend significant time and resources evaluating product offering solutions, which requires us to expend substantial time, effort, and money educating them about the value of our platform. Accordingly, it is difficult for us to forecast when or if a sale will close or the size of any specific sales to new customers. In addition, customers may delay their purchases from one quarter to another as they wait for us to develop new features, assess their budget constraints, or forecast future business activity. Any delay in closing, or failure to close, sales in a particular quarter or year could significantly harm our projected growth rates and could cause our operating results to vary significantly.

and 215 more changes in the filing

Management 359 changes

The following table sets forth as of the date of this prospectus, the name, age, and position of each director and executive officer:

Directors and Executive Officers

Chief Executive Officer, Chairman and Director

Chief Financial Officer

Chief Technology Officer

Executive Officer Biographies

Joseph Davy serves as our Chief Executive Officer and Chairman of our Board, and prior to the Business Combination, served as Chief Executive Officer and as a member the Board of Legacy Banzai since co-founding Legacy Banzai in 2015. Prior to co-founding Legacy Banzai, Mr. Davy served as the General Manager at Avalara from 2013 to 2016. From 2012 to 2013, he served as Chief Executive Officer of Buystand. From 2012 to 2013, he also served as Customer Advisory Board Member at Microsoft Corp. Mr. Davy founded EvoApp in 2009 and served as its Chief Executive Officer and Chief Product Officer from 2009 to 2012. Prior to his service at EvoApp, Mr. Davy was a software engineer at International Business Machines Corp (IBM). Mr. Davy also served as a member of the board of directors of Legalpad Inc. from 2019 to 2022. Prior to joining IBM, Mr. Davy attended the University of North Carolina at Chapel Hill from 2007 to 2010. We believe Mr. Davy is qualified to serve on the Board due to his extensive venture capital experience and experience as founder and chief executive officer of Legacy Banzai.

Dean Ditto serves as our Chief Financial Officer. Prior to joining Parabolic, Mr. Ditto served in various CFO roles leading finance, capital markets, accounting, and reporting teams. Mr. Ditto served as the co-founder and Chief Financial Officer for Delta CXO LLC., from February 2024 to July 2025. From April 2022 to February 2024 Mr. Ditto served as the Chief Financial Officer for Akerna Corp. From December 2020 to August 2022 Mr. Ditto served as the Chief Financial Officer for Mydecine Innovations Group, Inc. From June 2019 to September 2020 Mr. Ditto served as the Chief Financial Officer for Sigue Corporation. Mr. Ditto attended Albion College from 1984 to 1988 where he received his Bachelors in Economics and Management, and then attended Indiana University's Kelley School of Business from 1991 to 1993 where he received his M.B.A in Finance.

Simon Baumer serves as our Chief Technology Officer and prior to this, served as Legacy Banzai's Chief Technology Officer since 2021. Prior to that, Mr. Baumer worked at Verivox GmbH as Vice President of Engineering from 2018 to 2021, as Head of Software Development from 2016 to 2021, and as Teamlead for Software Development from 2015 to 2021. Mr. Baumer attended Heidelberg University from 2007 to 2013 where he received his Masters degree in Computer Science.

Non-Executive Director Biographies

Jack Leeney has served as a member of the Board since 2023 and prior to this, served as 7GC's Chairman and Chief Executive Officer since its inception. Since September 2016, Mr. Leeney has served as a Founding Partner of 7GC & Co Sarl and is responsible for running the firm's operations. Mr. Leeney led the firm's investments in Cheddar TV, Capsule Pharmacy, hims & hers, Jyve, Roofstock, The Mom Project, and Reliance Jio. Since 2020, he has served as a director for The Mom Project. From December 2020 to November 2022, he served as a director of PTIC, a SPAC that closed an initial business combination with RW National Holdings, LLC (d/b/a Appreciate), the parent holding company of Renters Warehouse, in November 2022. Between April 2011 and December 2016, Mr. Leeney served on the boards of directors of Quantenna Communications, Inc. (Nasdaq: QTNA), DoAt Media Ltd. (Private), CinePapaya (acquired by Comcast), Joyent (acquired by Samsung), BOKU, Inc. (AIM: BOKU), Eventful (acquired by CBS) and Blueliv (Private). Previously, Mr. Leeney served as the Head of U.S. Investing for Telefonica Ventures, the investment arm of Telefonica (NYSE: TEF), between June 2012 and September 2016 and as an investor at Hercules Capital (NYSE: HTGC) between May 2011 and June 2012. He began his career as a technology-focused investment banker at Morgan Stanley in 2007, where he worked on the initial public offerings for Tesla Motors, LinkedIn, and Pandora. Mr. Leeney holds a B.S. from Syracuse University. We believe Mr. Leeney is qualified to serve on the Board due to his extensive venture capital experience.

Mason Ward has served as a member of the Board since December 2023, and prior to this, has served as the Chief Financial Officer of Alco Investment Company since 2018, and served as its Controller and Finance Director from 2015 to 2018. Prior to joining Alco, Mr. Ward served as an Infantry Officer in multiple operations, logistics, risk management and fiscal operations roles during two deployments to Afghanistan with the United States Army. Mr. Ward holds a B.S. in Civil Engineering from the University of Cincinnati and a Certificate in Accounting and a Masters in Business Administration from the University of Washington, and he is also a certified public accountant (inactive). We believe Mr. Ward is qualified to serve on the Board due to his extensive finance and accounting expertise and experience.

Paula Boggs has served as a member of the Board since December 2023, and prior to this, is the founder and owner of Boggs Media, LLC, which manages Ms. Boggs' musical, public speaking, and other creative business endeavors. A former executive at the Starbucks Coffee Company, she led the global law department of Starbucks from 2002 to 2012 and was Corporate Secretary of the Starbucks Foundation. Prior to that, Ms. Boggs was a Vice President of Legal for products, operations and information technology at Dell Computer Corporation from 1997 to 2002 and also held the role of Senior Deputy General Counsel starting in June 1997. Before joining Dell, Ms. Boggs was a partner with the law firm of Preston Gates & Ellis LLP from 1995 to 1997. Ms. Boggs is also a voting member and Pacific Northwest Chapter Governor of the Recording Academy, and serves on the Newport Festivals Foundation board, overseeing both the Newport Jazz Festival and Newport Folk Festival. She was previously on the board of Fender; a member of the Board of Premera Blue Cross and chair of its compensation and investments committees; a member of the Nominating/Trusteeship, Audit/Compliance (including six years as the chair of the audit committee) and Executive Committees of Johns Hopkins University's board of trustees; a member of the Executive Committee of KEXP Radio, an affiliate of National Public Radio and the University of Washington; a member of the audit committee for School of Rock LLC; a member of the American Bar Association board of governors, chairing its investments committee; a member of the President's Committee for the Arts and the Humanities from 2013 through 2017; a member of the White House Council for Community Solutions from 2010 to 2012; a member of the audit and nominating committee of the American Red Cross; and a member of the board of Sterling Financial Inc. Ms. Boggs holds a B.A. from Johns Hopkins University and a J.D. from the University of California at Berkeley. We believe Ms. Boggs is qualified to serve on the Board due to her extensive governance and Fortune 500 experience with high-growth companies.

Kent Schofield holds a bachelor's degree in economics from UCLA and has a distinguished career in finance and corporate development. From September 2010 to June 2015, he worked for Goldman Sachs, where he served as Vice President and lead equity analyst covering technology companies in the software and hardware industries. Following Goldman Sachs, Mr. Schofield spent 5 years at Uber, from April 2017 to September 2021, in various positions including Director of Investor Relations and Corporate Development. At Uber, Mr. Schofield was one of four Uber representatives for the company's $8.1 billion IPO roadshow; he also served as a Director of Strategic Finance at Uber. Since December 2022, Mr. Schofield has been serving as the Chief Financial Officer of Welcome Tech, a leading provider of immigrant and hourly employee subscription services. We believe Mr. Schofield is qualified to serve on the Board due to his extensive public market investing and financial experience.

Role of Board in Risk Oversight

One of the key functions of the Board is informed oversight of the Company's risk management process. The Board does not currently have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Company's audit committee (the "Audit Committee") has the responsibility to consider and discuss the Company's major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Company's audit committee also monitors compliance with legal and regulatory requirements. The Company's compensation committee (the "Compensation Committee") assesses and monitors whether the Company's compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Composition of the Board

The Company's business and affairs is managed under the direction of the Board. The Board currently consists of five members, with Joseph Davy serving as Chairman of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling, and direction to the Company's management. The Board meets on a regular basis and additionally as required.

In accordance with the terms of the Charter, the Board is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. The Class I directors are elected to an initial one-year term (and three-year terms subsequently), the Class II directors are elected to an initial two-year term (and three-year terms subsequently) and the Class III directors are elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

The Board is divided into the following classes:

Class I, which consists of Joseph Davy and Kent Schofield, whose terms will expire at the Company's annual meeting of stockholders to be held in 2027;

Class II, which consists of Mason Ward, whose term will expire at the Company's annual meeting of stockholders to be held in 2028; and ■ Class III, which consists of Paula Boggs and Jack Leeney, whose terms will expire at the Company's annual meeting of stockholders to be held in 2026.

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of the Board may have the effect of delaying or preventing changes in the Company's control or management. Directors may be removed for cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all outstanding shares of capital stock of the Company entitled to vote at an election of directors, voting together as a single class.

Director Independence

The Board has determined that each of our directors other than Mr. Davy qualify as independent directors, as defined under the listing rules of The Nasdaq Capital Market (the "Nasdaq listing rules"), and that the Board consists of a majority of "independent directors," as defined under the rules of the SEC and Nasdaq listing rules relating to director independence requirements.

Board Committees and Committee Composition

The Board has three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Each committee operates under a written charter that has been approved by the Board and satisfies the applicable listing standards of Nasdaq. Written copies of these committee charters may be obtained by contacting our Investor Relations Department at 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. These documents are also available on the Corporate Governance section of our website at https://ir.banzai.io/corporate-governance/governance-overview .

The Chair of each committee reviews and discusses the agendas and materials for meetings with senior management in advance of distribution to the other committee members, and reports to the Board on actions taken at each committee meeting. The following table sets forth the current membership of each committee.

Compensation Committee

Nominating and Corporate Governance Committee

The Audit Committee consists of Kent Schofield, who serves as the chairperson, Mason Ward, and Paula Boggs. Each member qualifies as an independent director under the Nasdaq corporate governance standards, and that each of Ms. Boggs and Mr. Schofield qualifies as independent under the independence requirements of Rule 10A-3 of the Exchange Act. In arriving at this determination, the Board examined each audit committee member's scope of experience and the nature of their prior and/or current employment.

The Board determined that Mr. Schofield qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq. In making this determination, the Board considered Mr. Schofield: understanding of generally accepted accounting principles and financial statements, ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; experience in actively supervising one or more persons engaged in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements; understanding of internal control over financial reporting; and understanding of audit committee functions. We are relying on the phase-in exemption provided under Rule 10A-3 of the Exchange Act and the Nasdaq rules. While we believe Mr. Ward may be deemed to own in excess of 10% of our Common Stock, a class of voting securities, as of the date of this prospectus, which would leave him outside the safe harbor provision of SEC Rule 10A-3, Mr. Ward will serve on the Audit Committee under the phase-in exemption referenced above. In accordance with the phase-in exemption, we expect that a majority of the members of our Audit Committee will satisfy the independence standards under the Exchange Act and Nasdaq listing rules within 90 days of the closing of the Business Combination and all members of our Audit Committee will satisfy the independence standards under the Exchange Act and Nasdaq listing rules within 12 months of the closing of the Business Combination.

The primary purpose of the Audit Committee is to discharge the oversight responsibilities of the Board with respect to our corporate accounting and financial reporting processes, systems of internal control over financial reporting, and financial statement audits, as well as the quality and integrity of the financial statements and reports and to oversee the qualifications, independence, and performance of our independent registered public accounting firm. The Audit Committee also provides oversight assistance in connection with legal, risk, regulatory, and ethical compliance programs established by management and the Board. Specific responsibilities of the Audit Committee include:

helping the Board oversee its corporate accounting and financial reporting processes;

reviewing and discussing with management the adequacy and effectiveness of our disclosure controls and procedures;

assisting with design and implementation of our risk assessment functions;

managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing related person transactions;

obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

The Compensation Committee consists of Mason Ward, who serves as the chairperson and Paula Boggs. Each member is independent under the listing standards of Nasdaq, and a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act. An additional member will be appointed in the near future.

The primary purpose of the Compensation Committee will be to discharge the responsibilities of the Board in overseeing the Company's compensation policies, plans, and programs and to review, approve, and/or recommend the compensation to be paid to its executive officers, directors, and other senior management, as appropriate. Specific responsibilities of the Compensation Committee include:

reviewing and recommending to the Company's Board the compensation of the Chief Executive Officer and other executive officers;

reviewing and recommending to the Board the compensation of the Company's directors;

administering the Company's equity incentive plans and other benefit programs;

reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the Company's executive officers and other senior management;

reviewing and establishing general policies relating to compensation and benefits of the Company's employees, including the Company's overall compensation philosophy; and reviewing and evaluating with the Chief Executive Officer the succession plans for the Company's executive officers.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Paula Boggs, who serves as the chairperson and Mason Ward. Each member is independent under the listing standards of Nasdaq, which is discussed below.

Specific responsibilities of the Nominating and Corporate Governance Committee include:

identifying, reviewing, and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;

considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board;

reviewing with the Chief Executive Officer the plans for succession to the offices of the Company's executive officers and make recommendations to the Board with respect to the selection of appropriate individuals to succeed to these positions;

developing and making recommendations to the Board regarding corporate governance guidelines and matters; and overseeing periodic evaluations of the Board's performance, including committees of the Board.

Code of Business Conduct and Ethics

We have a code of business conduct and ethics (the "Code of Conduct") that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We will provide, without charge, a copy of our Code of Conduct upon written request mailed to the attention of our Investor Relations Department at 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. Our Code of Conduct is available under the Corporate Governance section of our website at https://ir.banzai.io/corporate-governance/governance-overview .We will post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Conduct. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

Limitation on Liability and Indemnification of Directors and Officers

Our Charter eliminates each director's liability for monetary damages for breaches of fiduciary duty as a director, except to the extent prohibited by law, unless a director violated his or her duty of loyalty to the Company or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. The Charter eliminates directors' liability for monetary damages to the fullest extent permitted by applicable law. Our Charter requires the Company to indemnify and advance expenses to, to the fullest extent permitted by applicable law, its directors, officers, and agents and prohibit any retroactive changes to the rights or protections or increase the liability of any director in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. We believe these provisions in our Charter are necessary to attract and retain qualified persons as directors and officers. However, these provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Corporate Governance Matters

On August 29, 2024, we held a special meeting of shareholders (the "Special Meeting") at which the shareholders approved a proposal to amend our Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our Class A Common Stock at a ratio of up to 1-for-50, with the final ratio and exact timing to be determined at the discretion of the Board of Directors ("Board"). On September 10, 2024, the Board determined to effect a reverse stock split at a ratio of 1-for-50 (the "September Reverse Stock Split"), effective September 19, 2024. Accordingly, we filed an amendment to our Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which is filed as Exhibit 3.3 to our 2025 Report for the year ended December 31, 2025. We subsequently effected a 1-for-10 reverse stock split of the shares of the Company's Class A Common Stock, effective as of July 8, 2025 (the "July Reverse Stock Split"), and a 1-for-20 reverse stock split of the shares of the Company's Class A and Class B Common Stock, effective as of May 8, 2026 (the "May 2026 Reverse Stock Split").

Due to prior noncompliance with certain Nasdaq listing rules, we had a hearing before The Nasdaq Hearings Panel (the "Nasdaq Panel"), on September 19, 2024. Following that hearing, the Nasdaq Panel determined to phase our Class A Common Stock down from The Nasdaq Global Market to The Nasdaq Capital Market. As of October 31, 2024, our Class A Common Stock began trading on The Nasdaq Capital Market, under the same symbol, PARA.

On October 18, 2024, we received a letter from Nasdaq stating that we had regained compliance with Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement") by maintaining a minimum closing bid price of $1.00 or greater per share for the 10 consecutive business days, from September 19, 2024 through October 18, 2024, and that the Minimum Bid Price Requirement matter is now closed. We were still required to regain compliance with Listing Rule 5450(b)(2)(A) (the ("Market Value of Listed Securities"). On November 7, 2024, we received a letter from the staff at Nasdaq in relation to a letter from April 3, 2024, notifying us that, for the 10 consecutive trading days, from October 24, 2024 to November 6, 2024, our MVPHS had been $1,000,000 or greater, and accordingly Nasdaq determined that we had regained compliance with Listing Rule 5550(a)(5) (the equivalent of Listing Rule 5450(b)(2)(A) applicable to the Nasdaq Capital Market, to which our Class A Common Stock had been phased down as of October 31, 2024, and together with all the Listing Rules noted above, the "Nasdaq Rules") and the matter was closed.

On February 12, 2025, we received a letter from the Nasdaq Stock Market LLC, Office of the General Counsel that Nasdaq's Listing Qualifications staff confirmed that we had demonstrated compliance with all of The Nasdaq Stock Market's listing requirements and therefore our securities remained listed on the Nasdaq Capital Market. Please see " Risk Factors " for more information.

On February 28, 2025, we held a special meeting of shareholders. In addition to other approvals, the shareholders approved an amendment to our Second Amended and Restated Certificate of Incorporation to permit stockholder action by written consent.

At our 2025 Annual Shareholder Meeting held on January 15, 2026, shareholders approved a change to Section 3.5 of the Company's Bylaws regarding quorum requirements such that the presence, in person, by remote communication, if applicable, or by duly authorized proxy, of the holders of 33.3% of the voting power of the then-outstanding shares of capital stock entitled to vote shall constitute a quorum for the transaction of business.

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.

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.

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.

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.

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.

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.

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

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.

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

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.

and 279 more changes in the filing

Use of proceeds 4 changes

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.

Capitalization 18 changes

(vii) conversions of debt held by 3i, LP totaling $131.

The following table sets forth our cash, as well as our capitalization, as of June 30, 2026 (dollar amounts in thousands unless otherwise stated):

on an as adjusted basis to give effect to the following transactions between July 1, 2026 and the date of this prospectus:

(i) the ConnectAndSell Asset Purchase. The purchase consideration included: $750 cash paid at Closing; First and Second Deferred Cash Payments of $1,500 and $3,250, respectively; 294,917 29,492 shares of Class A Common Stock and 1,685,175 168,518 Pre-Funded Warrants totaling $5.9 million; Employee Indebtedness Note of $1.8 million; and Base Earn-Out consideration of $2.0 million;

(ii) Transaction Financing with an aggregate debt principal amount of $2.1 million, for net cash proceeds of $2.0 million after fees;

(iii) SEPA and Aegis Public Offering equity transactions resulting in issuance of an aggregate of 757,273 111,227 shares of Class A Common Stock, for approximately $1.4 $1.6 million, for net cash proceeds of $1.4 $1.6 million after fees;

(iv) Evergreen Convertible Note Financing for approximately $2.1 $3.3 million, for net cash proceeds of $1.3 $2.0 million after fees and discounts;

(v) debt issuances with various lenders including Agile, 1800 Diagonal, 3i, LP, UCAP, GMFunding and CFG Funding totaling approximately $2.7 $2.9 million, for net cash proceeds of $2.4 $2.6 million after fees and discounts;

(vi) debt payoff of Note held by 3i, LP totaling $600; and

issuance of 20,000 shares to Dune Equity Consulting for consulting services; and (viii) conversions of debt held by 3i, LP totaling $415.

on an as further adjusted basis to give further effect to the sale by us of all of the Units offered in this offering, at an assumed public offering price of $[ ] per Unit, assuming (i) no exercise of the Warrants, and (ii) no exercise of the Underwriter's over-allotment option, and after deducting the underwriter discount and commissions and other estimated offering expenses payable by us.

1 unchanged paragraph

Stockholders' deficit:

Stockholders' equity:

Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 0 shares issued and outstanding — — Common stock, $0.0001 par value, 275,000,000 shares (250,000,000 Class A Common Stock and 25,000,000 Class B Common Stock) authorized; 2,690,579 269,058 shares (2,656,723 (265,672 Class A Common Stock and 33,856 3,386 Class B Common Stock) issued and outstanding, actual, and 3,958,874 524,103 shares (3,925,018 (509,120 Class A Common Stock and 33,856 14,983 Class B Common Stock) issued and outstanding, as adjusted — — Additional paid-in capital 126,445 133,903 135,260 Accumulated other comprehensive (loss) income (61 ) (61 ) Accumulated deficit (14,154 (114,154 ) (114,691 (115,576 ) Total stockholders' deficit equity 12,230 19,151 19,623 The as adjusted and as further adjusted information above is illustrative only, and our capitalization following the closing of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. The information set forth in the table above should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto included elsewhere in this prospectus.

INFORMATION FOR CLASS A COMMON STOCK AND DIVIDEND POLICY

of October 27, 2026, our Class A Common Stock is listed on Nasdaq under the symbol "PARA". Our Public Warrants are currently listed on Nasdaq under the symbol "PARAW." As of October 27, 2026, there were 57 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.

In October 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 1:10 ratio, which went effective on October 27, 2026. Following the split, our CUSIP number 06682J803.

Dilution 13 changes

If you invest in our Common Stock, your interest will be diluted immediately to the extent of the difference between the public offering price per share, as applicable, and the adjusted net tangible book value per share of our Common Stock after this offering.

Our net tangible book value on June 30, 2026 was approximately ($17.2) million, or ($6.47) per share. "Net tangible book value" is total assets minus the sum of liabilities and intangible assets. "Net tangible book value per share" is net tangible book value divided by the total number of shares outstanding.

After giving effect to (i) the sale of [ ] Units at the assumed public offering price of $[ ] per Unit (the closing sale price of our common stock on Nasdaq on September [ ], 2026, assuming no exercise of the Warrants issued in connection with this offering and assuming no exercise of the underwriter's over-allotment option), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us our as-adjusted pro forma net tangible book value as of June 30, 2026 would have been approximately $[ ] million, or $[ ] per share. This represents an immediate increase in net tangible book value of $[ ] per share to our existing stockholders and an immediate dilution of $[ ] per share to new investors purchasing Units in this offering. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price. The following table illustrates this calculation on a per share basis:

Public offering price per share

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MD&A 279 changes

17 unchanged paragraphs

1 unchanged paragraph

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2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

22 unchanged paragraphs

7 unchanged paragraphs

4 unchanged paragraphs

13 unchanged paragraphs

1 unchanged paragraph

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2 unchanged paragraphs

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1 unchanged paragraph

and 279 more changes in the filing

Related-party transactions 32 changes

and 32 more changes in the filing

Plan of distribution 71 changes

and 71 more changes in the filing

Description of the securities 413 changes

and 413 more changes in the filing

Financial statements 189 changes

and 189 more changes in the filing

Notes to the financial statements 163 changes

and 163 more changes in the filing

Business 1066 changes

and 1066 more changes in the filing

Note 1: DESCRIPTION OF BUSINESS 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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4 unchanged paragraphs

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Note 5: DEBT Debt 179 changes

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Note 5: DEBT (Continued) 13 changes

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Note 6: RELATED PARTY NOTES PAYABLE Related Party Notes Payable 13 changes

and 13 more changes in the filing

Note 7: EQUITY Equity 50 changes

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Note 7: EQUITY (Continued) 9 changes

and 9 more changes in the filing

Note 8: WARRANTS Warrants 4 changes

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Note 9: STOCK-BASED COMPENSATION Stock-Based Compensation 21 changes

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

3 unchanged paragraphs

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Note 10: INCOME TAXES Income Taxes 44 changes

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Note 10: INCOME TAXES (Continued) 8 changes

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Note 11: COMMITMENTS AND CONTINGENCIES Commitments and Contingencies 53 changes

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Note 11: COMMITMENTS AND CONTINGENCIES (Continued) 3 changes

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Note 12: SUBSEQUENT EVENTS Subsequent Events 213 changes

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Undertakings 24 changes

4 unchanged paragraphs

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