# Banzai International, Inc. (BNZIW) — capital_raise/public_offering [pending]
Source: SEC API (secapi.ai) · situation sit_fdaf7292d6a07ff8003a · retrieved 2026-08-12T21:27:10.113Z

## Overview
Banzai International, Inc. is a prepackaged software services company incorporated in Delaware and listed on The Nasdaq Capital Market.

On July 13, 2026, Banzai International, Inc. entered into an underwriting agreement with Aegis Capital Corp. to conduct a public offering of 327,273 shares of Class A common stock at a public offering price of $2.75 per share. The underwriter received a 45-day option to purchase an additional 36,364 shares at the same price. On July 14, 2026, the offering closed and the Company received gross proceeds of approximately $0.9 million before deducting underwriting discounts (7.0%) and estimated offering expenses. The net proceeds are intended for general corporate purposes, including working capital, debt reduction, and capital expenditures.

## Terms
- Counterparty: Aegis Capital Corp. · Deal value: $900,000 · Consideration: cash · Stake: 9.99% · Price/share: $2.75

## Key dates
- Announced 2026-07-07 · Expiry 2026-08-27 · Expected close 2026-07-02

## Timeline
- 2026-07-07 · 8-K (0001193125-26-297663): Banzai acquires ConnectAndSell for $8.45M upfront + $4.75M deferred + earn-out; issues 9.99% stake — *Banzai International, Inc. is a software company that provides prepackaged software solutions; it is acquiring ConnectAndSell, Inc., which operates a Software-as-a-Service and AI platform for sales enablement.* On July 2, 2026, Banzai International, Inc. (the "Company") entered into an Asset Purchase Agreement with ConnectAndSell, Inc. to acquire substantially all of ConnectAndSell's assets. The aggregate purchase price consists of: (i) closing consideration of $8,450,000 comprising $750,000 in cash, $5,900,000 in shares (9.99% of outstanding Class A Common Stock) and/or Pre-Funded Warrants, and a $1,800,000 promissory note bearing 8% interest payable in quarterly installments over 12 months; (ii) a first deferred cash payment of $1,500,000 due within 10 days of closing; (iii) a second deferred cash payment of $3,250,000 due by December 31, 2026 (or upon SEC effectiveness of a private placement registration statement, whichever is earlier), with 8% interest if paid after September 30, 2026; (iv) earn-out payments up to $2,000,000 based on revenue targets in the 12 months following closing; and (v) assumption of specified liabilities. Shares valued at $1,340,000 are being held back for 12 months as security for indemnification obligations.
  https://www.sec.gov/Archives/edgar/data/1826011/0001193125-26-297663.txt
- 2026-07-14 · 8-K (0001193125-26-303412): 8-K - Banzai International, Inc. — *Banzai International, Inc. is a prepackaged software services company incorporated in Delaware and listed on The Nasdaq Capital Market.* On July 13, 2026, Banzai International, Inc. entered into an underwriting agreement with Aegis Capital Corp. to conduct a public offering of 327,273 shares of Class A common stock at a public offering price of $2.75 per share. The underwriter received a 45-day option to purchase an additional 36,364 shares at the same price. On July 14, 2026, the offering closed and the Company received gross proceeds of approximately $0.9 million before deducting underwriting discounts (7.0%) and estimated offering expenses. The net proceeds are intended for general corporate purposes, including working capital, debt reduction, and capital expenditures.
  https://www.sec.gov/Archives/edgar/data/1826011/0001193125-26-303412.txt

## Citations
- 0001193125-26-297663 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526297663
- 0001193125-26-303412 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526303412