Dilution profile // every instrument, one screen, from SEC filings

Banzai International, Inc. (BNZI)

CIK 1826011 · all EDGAR filings →

Overall dilution risk
HIGHworst of 2 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$53.4M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
NOT COMPUTEDunder 3 years of share history on file
= share count now vs 3 years ago
Cash need
HIGH~0.1 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Fewer than two cover-page share counts on file, so there is no history to chart.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
May2025 Prefunded Warrants1,618$68
Public Warrants1,150$115000
February Warrantnot tagged$22.2
June Warrantnot tagged$50
August Warrantnot tagged$50
October Warrantnot tagged$50

Tranches exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Private Placement Notes$9.2M$22.2~415,901 sh
Yorkville Convertible Note$2.0Mnot tagged
September 2025 Yorkville Note$2.0M$5050%~40,000 sh
First Amendment Convertible Note$321,000not tagged
March Agile Note$4,000$21.444%~187 sh
Twenty Twenty Four CPBF Convertible Note$2,840$8.8M$77815.5%~4 sh
January 2025 Yorkville Convertible Notenot tagged$4000%-18%

If every note above converted at its tagged price: ~456,092 new shares. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Registrations and offerings

Registered offering capacity on live registrations: $53.4Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Jul 16, 2026$41.1M registeredfiling →
S-1Jun 5, 2026$12.3M registeredfiling →

Last 12 months: 9 executed · 6 registered.

EFFECTIVEAug 6, 2026SEC declared a registration effective — selling can beginEFFECT
EXECUTEDJul 28, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEJul 27, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJul 17, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDJul 16, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDJul 13, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJul 13, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJul 7, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDJun 5, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
UPDATEMay 18, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEMay 15, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEApr 27, 2026Prospectus update — often a resale registration, not necessarily new capital424B3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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