Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A Common Stock and Public Warrants are listed on The Nasdaq Capital Market under the symbols “BNZI” and “BNZIW,” respectively. Our Class B Common Stock is not publicly traded. All Class A Common Stock share and per share information included in this Report has been retroactively adjusted to reflect the impact of the 2024 Reverse Stock Split and 2025 Reverse Stock Split.
Holders of Record
As of March 27, 2026, there were 56 holders of record of our Class A Common Stock, 1 holder of record of our Class B Common Stock, and 1 holder of record of our Public Warrants. These numbers do not include beneficial owners whose securities were held in street name.
Dividend Policy
As of the date of this Report, we have not declared or paid any cash dividends on our Common Stock. We expect to retain future earnings, if any, for future operations, expansion and debt repayment and have no plans to declare or pay cash dividends on our Common Stock for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur.
Recent Sales of Unregistered Securities
During the period covered by this Report, the Company has not issued unregistered securities to any person, except as described below. None of these transactions involved any underwriters, underwriting discounts or commissions, except as specified below, or any public offering, and, unless otherwise indicated below, the Registrant believes that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder regarding offshore offers and sales. All recipients had adequate access, though their relationships with the Registrant, to information about the Registrant.
Yorkville Promissory Notes
On December 14, 2023, Legacy Banzai issued a convertible promissory note in the principal amount of $2.0 million to Yorkville pursuant to the SEPA and on February 5, 2024, and March 26, 2024, the Company issued convertible promissory notes in the principal amount of $1.0 million and $1.5 million, respectively, to Yorkville pursuant to the SEPA. Between January 1, 2024 and June 30, 2024, the Company issued 64,852 shares of Common Stock to Yorkville upon conversion of $1.8 million of the Yorkville Promissory Notes. In addition, on March 18, 2024, the Company issued 14,201 shares of Common Stock to Yorkville in satisfaction of a deferred fee payment in the amount of $500,000. Further, on May 3, 2024, the Company agreed to issue to Yorkville 12,000 shares of Common Stock, which shares represent satisfaction of a $200,000 Payment Premium due in accordance with the Yorkville Promissory Notes in connection with our early redemption of $2 million outstanding under the Yorkville Promissory Notes with the proceeds from the sale of our securities in a past share offering. The Company's issuance of the Yorkville Promissory Notes and the shares of Class A Common Stock issued to Yorkville and issuable upon conversion of the Yorkville Promissory Notes have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Between January 1, 2024 and October 14, 2024, 454,158 shares of Common Stock had been issued upon conversion of the Yorkville Promissory Notes and a cash payment of $750,000 was made in May 2024. The aggregate principal amount was fully satisfied that no remaining outstanding balance under the Yorkville Promissory Notes as of December 31, 2024.
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GEM Promissory Note
On February 5, 2024, the Company issued the GEM Promissory Note in the principal amount of $1.0 million to GEM pursuant to the GEM Settlement Agreement. The GEM Promissory Note provides for the issuance of shares of Common Stock at a conversion price equal to the VWAP of the trading day immediately preceding the applicable payment due date. As of March 27, 2026, we have issued an aggregate of 19,000 shares of Class A Common Stock to GEM in satisfaction of the aggregate $784,943 principal amount outstanding under the GEM Promissory Note and paid the remaining balance of $215,057 in cash.
Roth Shares
On February 2, 2024, the Company issued 350 shares of Class A Common Stock to Roth pursuant to the Roth Addendum as consideration for advisory services provided by Roth in connection with the Business Combination.
Marketing Agreement Shares
Effective March 20, 2024, the Company issued to a consultant (the “Marketing Consultant”) 307 shares of its Class A Common Stock, which shares represented $200,000 of compensation for the Marketing Consultant’s services under a marketing services agreement.
Consulting Services Agreement Shares
On April 13, 2024, the Company entered into a Consulting Services Agreement with a consultant (the “Business Consultant”). The Company agreed to issue to the Business Consultant a total of 640 shares of its Class A Common Stock.
Debt Equitization Issuances
From August 23, 2024 to September 23, 2024 the Company entered into various agreements to reorganize outstanding debt from certain creditors (collectively, the “Creditors”) into shares of the Company’s Class A Common Stock (the “Shares”) (collectively, the “Debt Reorganization”). The Shares issued as part of the Debt Reorganization are a mix of Shares that are to be registered with the Securities and Exchange Commission (the “SEC”) in a registration statement on Form S-1 and Shares that are exempt from registration. As of December 31, 2024, the Company has issued an aggregate of 302,794 Shares to the Creditors in exchange for the cancellation of an aggregate of $5,464,657 of debt. The Company agreed to issue an aggregate of 45,000 additional Shares pursuant to the Debt Reorganization.
On September 9, 2024, the Company issued 2,400 restricted shares of its Common Stock, partially in exchange for the various investor relations services outlined in the Consulting Agreement with MZHCI, LLC, an MZ Group Company.
On February 4, 2025 the Company issued 3,000 shares to Verista Partners, Inc., aka Winterberry Group, one of its Creditors, in exchange for the cancellation of a portion of the total outstanding debt, in the amount of $16,666, pursuant to the Debt Reorganization.
CP BF/Alco Shares
As of March 27, 2026, we issued an aggregate of 264,939 shares of Class A Common Stock to CP BF and Alco, which includes 104,882 pre-funded warrants Alco exercised on April 21, 2025, pursuant to the agreements we entered into with them in September 2024.
In October 2025, CP BF exercised its optional conversion option pursuant to which it received an aggregate of 62,700 shares of Class A Common Stock at conversion prices ranging from $2.38 to $2.74 per share, in satisfaction of an aggregate of $167,116 of the Company’s obligations under the 2024 CP BF Convertible Note.
Hudson Global Ventures Shares
On October 15, 2024, the Company issued 4,500 shares of Class A Common Stock to Hudson Global Ventures, LLC, a Nevada limited liability company ("Hudson") pursuant to the Consulting Agreement as consideration for advisory services provided by Hudson. On January 3, 2025 and April 25, 2025, the Company issued 15,000 and 4,000 restricted shares of its Class A Common Stock, respectively, in exchange for the business advisory services outlined in the consulting agreements with Hudson.
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CP BF Pre-Funded Warrant Exercise
On January 7, 2025, the Company issued 4 shares of Class A Common Stock to CP BF, resulting from the exercise of 4 pre-funded warrants under the CP BF Pre-Funded Warrant.
RSU Issuance to Executives
On March 6, 2025, the Company issued 33,777 shares of Class A common stock related to RSUs issued to executives as part of the Company’s fiscal 2024 bonus plan, following Board approvals.
Acquisition of Vidello
On January 31, 2025, the Company closed a previously announced merger with Vidello, pursuant to which, the Company issued 89,820 shares of Class A Common Stock to the shareholders of Vidello.
Private Placement
In May 2025, the Company entered into a private placement agreement with certain investors to sell 31,884 shares of Class A common stock at $6.90 per share and 32,352 prefunded warrants (the “May 2025 Prefunded Warrants”) at $3.40 per warrant. The May 2025 Prefunded Warrants were immediately exercised, resulting in the issuance of 32,352 shares of Class A common stock. The Company collected in aggregate $330,000 of gross proceeds from this private placement.
Shares of Class A Common Stock issued to 1800 Diagonal
Between July 22, 2025 and March 27, 2026, the Company issued an aggregate of 717,126 shares of Class A Common Stock, pursuant to conversion notices from 1800 Diagonal to convert an aggregate of $831,039 in notes the Company previously issued to them; the conversion price ranged from $0.878 per share to $2.2685 per share.
Shares of Class A Common Stock issued upon conversion of Senior Secured Convertible Notes
As of March 27, 2026, the Company issued an aggregate of 5,441,812 shares of Class A Common Stock, pursuant to conversion notices to convert an aggregate of $7,243,587 in senior secured convertible notes the Company previously issued to an institutional investor at conversion prices ranging from $0.831 to $2.577 per share.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. Reserved
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