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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 3, 2024

 

Banzai International, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39826   85-3118980

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

435 Ericksen Ave, Suite 250

Bainbridge Island, Washington

   98110
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (206) 414-1777

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   BNZI  

The Nasdaq Global Market

 

Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50  

BNZIW

   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On August 29, 2024, Banzai International, Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on 2 proposals. At the beginning of the Special Meeting, 21,403,417 shares of Class A Common Stock (the “Class A Stock”), which represents 60.77% of the outstanding shares of Class A Stock and voting power of the Class A Stock entitled to vote at the Special Meeting, as well as 23,111,340 shares of Class B Common Stock (the “Class B Stock”) , which represents 100% of the outstanding shares of Class B Stock and voting power of the Class B Stock entitled to vote at the Special Meeting were represented by proxy. Accordingly, the holders of a majority of the voting power of the outstanding shares of capital stock entitled to vote were present and we had a quorum for the transaction of business.

 

We are filing this Current Report on Form 8-K to disclose the voting results from the Special Meeting.

 

  1. To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split with respect to the Company’s issued and outstanding 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 and included in a public announcement, subject to the authority of the Board of Directors to abandon such amendment. The affirmative vote by the holders of a majority of the outstanding shares of Class A Stock and the holders of a majority of the outstanding shares of Class B Stock, each voting separately as a class was required to approve this proposal.

 

Class A Common Stock

 

For   Against   Abstain
19,617,748   1,759,744   25,925

 

Class B Common Stock

 

For   Against   Abstain
23,111,340   0   0

 

The Company’s board of directors intends to effect a reverse stock split within the approved ratio in the near future. The Company will file another current report on Form 8-K to disclose when such split is implemented.

 

  2. To approve the adjournment of the special meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the reverse split proposal or any adjournment or postponement thereof. The affirmative vote of a majority of the voting power of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting, though less than a quorum was required to approve this proposal.

 

For   Against   Abstain
42,909,427   1,581,566   23,764

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
No.		   Description
     
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 3, 2024

 

  BANZAI INTERNATIONAL, INC.
     
  By: /s/ Joseph Davy
    Joseph Davy
    Chief Executive Officer

 

 

 

 

 

v3.24.2.u1
Cover
Sep. 03, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 03, 2024
Entity File Number 001-39826
Entity Registrant Name Banzai International, Inc.
Entity Central Index Key 0001826011
Entity Tax Identification Number 85-3118980
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 435 Ericksen Ave
Entity Address, Address Line Two Suite 250
Entity Address, City or Town Bainbridge Island
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98110
City Area Code (206)
Local Phone Number 414-1777
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol BNZI
Security Exchange Name NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50  
Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol BNZIW
Security Exchange Name NASDAQ
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