Filed 2026-03-31 · Period ending 2025-12-31 · 99,117 words · SEC EDGAR
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# Banzai International, Inc. (BNZI) — 10-K
**Filed:** 2026-03-31
**Period ending:** 2025-12-31
**Accession:** 0001193125-26-134714
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1826011/000119312526134714/)
**Origin leaf:** 9ef9502c5cc344ae156d2eb8cfb05baa0b3b97d3681f305b7e54d7d90bc158d8
**Words:** 99,117
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2025
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
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Commission File Number 001-39826
Banzai International, Inc.
(Exact name of Registrant as specified in its Charter)
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Delaware |
85-3118980 |
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(State or other jurisdiction ofincorporation or organization) |
(I.R.S. EmployerIdentification No.) |
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435 Ericksen Ave, Suite 250 Bainbridge Island, Washington |
98110 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrants telephone number, including area code: (206) 414-1777
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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TradingSymbol(s) |
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Name of each exchange on which registered |
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Class A common stock, par value $0.0001 per share |
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BNZI |
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The Nasdaq Capital Market |
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Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $575.00 |
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BNZIW |
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The NasdaqCapital Market |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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.
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of common stock on the last business day of the registrant's most recently completed second fiscal quarter, was approximately $12,147,061 as of June 30, 2025, based on the last sales price reported for such date on The Nasdaq Stock Exchange LLC.
The number of shares outstanding of each of the registrant's classes of common stock, as of March 27, 2026:
Class A Common Stock - 16,947,708 shares
Class B Common Stock - 607,998 shares
Documents Incorporated by Reference: None.
Table of Contents
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PART I |
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Item 1. |
Business |
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Item 1A. |
Risk Factors |
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Item 1B. |
Unresolved Staff Comments |
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Item 1C. |
Cybersecurity |
35 |
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Item 2. |
Properties |
36 |
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Item 3. |
Legal Proceedings |
36 |
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Item 4. |
Mine Safety Disclosures |
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PART II |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6. |
[Reserved] |
39 |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
40 |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
51 |
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Item 8. |
Financial Statements and Supplementary Data |
52 |
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Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
52 |
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Item 9A. |
Controls and Procedures |
52 |
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Item 9B. |
Other Information |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
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Item 11. |
Executive Compensation |
60 |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
69 |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules |
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Item 16. |
Form 10-K Summary |
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Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K (this Report) contains 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 Companys:
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;
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 Companys 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.
Because 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 Companys ability to execute on its strategy. More detailed information about risk factors can be found in this Report and the Companys 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.
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PART I
Unless the context requires otherwise, references in this Report to Banzai, Company, we, us and our and similar designations refer to Banzai International, Inc. and its subsidiaries.
Item 1. Business.
Overview
Banzai International, 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, Banzai 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.
Banzai 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 products 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"), and in November 2025 we acquired the assets of Superblocks, 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.
Transaction Announcement
On March 23, 2026, the Company announced that it reached an agreement on terms to acquire assets of ConnectAndSell, Inc. (ConnectandSell), an AI-powered sales enablement platform serving B2B organizations across financial services, healthcare, technology, and other industries. The acquisition is expected to increase Banzais annual revenue by approximately $15 million. The two companies have executed a non-binding letter of intent, and the final transaction is expected to close in early second quarter 2026, subject to execution of a definitive agreement and closing conditions.
Industry Background and Trends
The MarTech industry has undergone rapid growth and transformation in recent years. Per the Winterberry Report (as defined below), rising demand for MarTech solutions is linked to companies prioritizing efficient growth, a trend we expect to accelerate amid increasing global competition and pressure to demonstrate profitability.
The MarTech landscape is vast and rapidly evolving, with multiple vendors offering solutions across a broad spectrum of needs. According to the 2024 Marketing Technology Landscape report by ChiefMartec, the number of MarTech companies has grown by 27.8% year over year, reaching over 14,000 providers. This fragmented ecosystem
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presents a significant opportunity for acquisitions and platform expansion. This competitive landscape is a reason why Banzai focuses on differentiating itself through exceptional products and customer service.
Market Size
We compete within the business-to-business (B2B) MarTech value chain, which encompasses functions including creating and distributing content, acquiring and nurturing leads, executing and optimizing campaigns, and managing and measuring performance.
In 2023, we engaged Verista Partners Inc., also known as Winterberry Group (Winterberry), to conduct a comprehensive analysis of our market opportunity within the MarTech sector. On April 14, 2023, Winterberry delivered a Strategic Due Diligence Assessment Report (the Winterberry Report) outlining our Total Addressable Market ("TAM") and Serviceable Addressable Market ("SAM"). The TAM, defined as U.S. business-to-business ("B2B") spending across categories such as demand generation, marketing automation, digital events platforms, account-based marketing, customer resource management, engagement, content management systems, customer data platforms, measurement and attribution, and predictive and prescriptive analytics, is projected to reach $39.42 billion by 2026, reflecting a compound annual growth rate ("CAGR") of 11.80% from 2020 to 2026. The SAM, which includes U.S. B2B spending specifically on measurement and attribution, demand generation, and digital events platforms, is expected to reach $8.37 billion by 2026, representing a CAGR of 16.07% over the same period.
To calculate our estimated SAM and TAM, Winterberry started with the B2B MarTech stack from acquiring and nurturing leads to executing and optimizing campaigns to managing and measuring content, data and performance. Within that value chain, Winterberry identified which components were core to the Banzai business as of the date of the Winterberry Report (i.e., measurement and attribution, demand generation, and digital events platforms) and which would be natural adjacencies and future offerings (i.e., demand generation, marketing automation, digital events platforms, account-based marketing, customer relationship management, engagement, content management systems, customer data platforms, measurement and attribution, and predictive and prescriptive analytics). The identified core components make up our SAM, and both core components and adjacent and future offerings are included in our TAM. Winterberry then sized each component individually utilizing a range of sources estimating market spending and forecasted growth rates, including Winterberry proprietary models, as well as various other market research company products and forecasts. Depending on the estimate and whether it was global or included in B2B use cases, Winterberry utilized assumptions that 25% of spend is B2B and 33% of global spend is U.S.-specific.
The models provided by Winterberry were based on economic forecasts from government and private sector analysts as well as third-party media forecasts primarily provided by marketing agencies, governing bodies and associations, trade publications, and research analysts, all of which are subject to change. There are uncertainties inherent in attempting to make such projections and forecasts, and we encourage our stockholders and investors to perform their own investigation and carefully consider such uncertainties.
Products and Services
As of December 31, 2025, our platform offers several SaaS products including: OpenReel, CreateStudio, Vidello, Demio, Boost, Reach and Curate.
OpenReel
OpenReel is an AI-powered video creation platform that enables users to remotely record, edit, host, and share high-quality videos from any location. Its remote capture feature allows users to film professional-grade videos using devices like smartphones or webcams, without needing to be there in person. The platform offers AI-driven editing tools for seamless content refinement and customization, along with secure cloud storage for easy access and sharing. OpenReel's comprehensive solution streamlines the video production process, making it efficient and cost-effective for businesses and individuals.
CreateStudio
CreateStudio is a comprehensive video animation and editing software designed for both beginners and experienced creators. It offers an intuitive drag-and-drop interface that allows users to produce a variety of content, including 3D character animations, explainer videos, social media ads, and doodle sketches. The platform provides a rich library of customizable templates, animated characters, royalty-free assets, and special effects, enabling the creation of
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professional-quality videos without the need for advanced technical skills. Notable features include 3D modeling, AI-powered text-to-speech, green screen editing, and dynamic camera movements. CreateStudio is compatible with both Mac and Windows operating systems.
Vidello
Vidello is a comprehensive video hosting and marketing platform designed to help businesses manage, customize, and optimize their video content. It offers a customizable, fast-loading video player, along with features like A/B split testing, dynamic variables, and automatic video SEO to enhance user engagement and conversion rates. Vidello also provides tools such as lower third animations, clickable links, buy buttons, email opt-in forms, and interactive video polls, enabling users to generate leads and drive sales directly within their videos. The platform supports seamless integration with various email autoresponders and is compatible with multiple website builders and membership platforms.
Demio
Demio is a browser-based webinar platform designed to help businesses create, host, and manage both live and automated webinars for thousands of attendees with ease. Its intuitive interface simplifies webinar setup, allowing users to customize registration pages, apply branding, and automate email reminders. Demio offers robust engagement toolsincluding real-time chat, polls, Q&A sessions, screen sharing, and multimedia presentationsenabling a highly interactive and professional experience. Businesses can host live sessions or schedule automated webinars to reach audiences at scale. A standout feature of this product is the Demio AI Moderator, which manages audience engagement in real time, answers key questions and ensures a smoother experience for attendees.
In addition to its core webinar functionality, Demio supports lead generation and marketing integration. It connects with CRM and marketing automation platforms, helping users streamline campaign workflows and improve follow-up. Customizable registration forms, in-webinar CTAs, and detailed analytics allow users to track attendee behavior, measure performance, and optimize webinar strategies. With the addition of AI-powered moderation and automation tools, Demio empowers businesses to deliver engaging, scalable webinars that drive lead capture, audience engagement, and sales conversion.
Boost
Boost is an add-on product integrated with Demio that helps customers increase webinar attendance by turning existing registrants into advocates. It enables attendees to share event registration links across platforms like LinkedIn, Facebook, Twitter, and email, with built-in incentives to encourage referrals. Boost automates email notifications, provides customizable share pages, tracks link performance, and supports reward-based campaignsall designed to simplify social sharing and drive additional signups. Its seamless integration with Demio ensures a smooth experience, helping customers amplify reach and grow webinar participation through word-of-mouth promotion.
Reach
Reach is a targeted outreach tool that helps customers boost their demand generation campaigns by connecting directly with their ideal audience. Reach generates tailored contact lists based on criteria like region, job title, company size, and revenue. It provides personalized outreach, confirmations and reminders to increase results across fourteen different campaign types including event attendance, newsletter subscriptions and opt-ins. Reach also supports privacy compliance with customizable opt-in language and allows users to include or exclude specific accounts for account-based marketing (ABM) strategies. With built-in list scrubbing to ensure high email deliverability, Reach enables customers to engage high-value leads they may not otherwise reach.
Curate
Curate by Banzai is an AI-driven newsletter platform designed to help brands grow their audience through fully automated targeted newsletters. By selecting relevant news feeds and topics, Curate automatically generates and sends engaging, branded newsletters on a daily or weekly basis, saving users significant time on content creation. The platform ensures seamless integration of a brand's voice, colors, and logo, delivering a cohesive look that resonates with the target audience. Additionally, Curate actively promotes newsletters to the ideal audience, facilitating consistent subscriber growth.
Product Roadmap and Enhancements
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Improving our family of products is how we create more value for our customers and our product roadmap is an essential part of delivering on our vision of improving the value of customer interactions for companies throughout the world. The role of product management at Banzai is to identify and prioritize underserved and unmet customer and market needs and to use our deep technology experience to create products and features based on data and AI to increase customer value.
We have a unique management framework at Banzai that we feel is a core part of our success. We use this framework to align our cross-functional objectives around a set of strategies that we update as the needs of our business change. We use these strategies to create alignment for our engineering, sales, and marketing teams. This helps us to work cohesively towards shared goals, maximizing the efficiency and effectiveness of our efforts.
By prioritizing our customers in both product development and acquisitions, we demonstrate a commitment to addressing the evolving needs and expectations of the markets we serve. This customer-centric approach helps us maintain a competitive edge, as we continuously adapt our products and services to stay relevant. By identifying opportunities for new features, enhancements, and market segments, we can strategically plan and execute our growth initiatives, supporting our long-term sustainability and success.
Customer Expansion is key to our long-term vision. We believe our strategies support increasing the average amount of revenue we earn per customer per year through development of features that are correlated with usage by higher value customers. We also develop add-on features and products that can be sold to our existing customers.
Research and Development Expenses
As a product-led company, we attain and maintain our competitive advantage through our investment in our products. Maintenance of existing products and development of new products are both essential to our long-term success. Therefore, our management team feels that significant investment in technology is required in the future. We plan to utilize a combination of in-house employees and development partners to maintain and improve our technology.
Our Growth Strategies
Our growth strategy is to expand our platform to make it more valuable to customers and find new ways to enhance a wider range of MarTech interactions. The key elements of our growth strategy are:
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Cost Efficient Customer Acquisition: Continue to acquire new customers cost effectively through organic traffic, content, affiliates, social media, partnerships, advertising, word-of-mouth, and other sources.
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Customer Retention and Expansion: Continue to expand our customer success and customer marketing organizations to increase customer retention and customer expansion.
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Implement Product Improvements: Continue to develop our family of products to create defensibly differentiated solutions that are essential to customers.
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Introduce New Products: Roll out new products that attract new customers and expand the ways we can serve existing customers.
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Acquisition Strategy: Continue to look for future acquisition opportunities prioritizing companies that are profitable and have highly-rated solutions with customer bases that align with Banzais existing customer base.
Recent acquisitions
Superblocks
On November 7, 2025, we acquired the assets of Superblocks, a privately-held Agentic AI platform for developing and hosting launch-ready SEO-optimized websites. The Superblocks platform allows marketers to easily create and host websites, landing pages, and simple web applications using conversational AI.
Vidello
On January 31, 2025, we acquired Vidello, a private limited company registered in England and Wales. Vidello provides a suite of products for 3D video creation, royalty free music, and video marketing. Vidello offers a comprehensive
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video hosting and marketing suite that provides entrepreneurs, startups, agencies, and online businesses with tools to grow their businesses. At the acquisition date, Vidello had over 90,000 customers, and their flagship CreateStudio product has been named a Top 3 Best Rated product in the video maker category by Capterra, and a High Performer by G2.
OpenReel
On December 18, 2024, we acquired OpenReel, a leading enterprise video creation and management solution that empowers companies to create high-quality content at scale and on brand. OpenReel enables businesses of all sizes to cut down on the time-and resource-intensive process of video creation and scale content creation initiatives efficiently, effectively, and securely. OpenReel is trusted by a wide range of customers from small businesses to the Fortune 500. OpenReel is based in New York, with its team distributed worldwide. OpenReels enterprise customer base includes global organizations, such as Bristol Myers Squibb, Ingram Micro, DXC Technology, Insider Inc., and US Steel.
These acquisitions are a key part of our vision to build a comprehensive suite of AI-powered marketing tools that make marketers' lives faster and easier. For more information regarding these acquisitions, See Note 4 Acquisitions to our consolidated financial statements included in this Report.
Sales and Marketing
Our primary focus is on increasing mid-market and enterprise customers. Progress towards this is reflected in our acquisition of OpenReel, adding 650 customers to the overall Banzai customer base, as well as our increase in multi-host Demio customers from 14 to over 240 between January 2021 and December 31, 2025, an approximately seventeen-fold increase.
As a product-led growth company, we utilize a hybrid self-service and direct sales go-to-market approach. Our self-service customers subscribe to or purchase directly from our product websites or start free product trials which can lead to a paid subscription or purchase. Our direct sales customers subscribe or purchase through sales representatives, who are compensated with a base salary and commission plans.
Trials, customers, and leads come from organic website visitors, affiliates and partners, and visitors from paid ads such as Google ads. We also utilize partner marketing, account-based marketing, lead generation programs, webinars, and other direct and indirect marketing activities to reach our target audience and acquire leads and customers.
We sell most of our products using a recurring subscription license model typical in SaaS businesses. Pricing is based on the number of users, desired feature sets, and product capabilities. Our customer contracts vary in term length from single months to multiple years. Our customers often purchase additional services to supplement their initial subscriptions by including additional licenses or products.
Competition, Strengths, and Differentiation
We compete across a variety of categories within the B2B MarTech landscape including digital events and webinars, demand generation, video creation, engagement platforms and marketing automation, and measurement and attribution.
We believe our strengths are our recognizable brand, and the brands of our products, our existing customers, which can be cross-sold additional products, and our operational competency in customer success, which allows us to more effectively leverage our customer base to drive expansion.
We seek to differentiate ourselves from the crowded MarTech market through data, either as a primary value proposition or an enabling feature, integrations between our products which already exist and are being developed, and AI and machine learning to deliver new capabilities or improved performance for our customers.
Intellectual Property
To establish and protect our proprietary rights, we rely on a combination of trademarks and trade secrets, including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. As of December 31, 2025, we held three registered trademarks in the United States: Banzai, Demio, and OpenReel. For more information regarding risks related to our intellectual property, please see Risk Factors Risks Related to Business and Industry Failure to protect or enforce our intellectual property rights could harm our business and results of operations and Risk Factors Risks
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Related to Business and Industry Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could harm our business.
Government Regulation
We are subject to federal, state, and foreign legal requirements on matters customary to the SaaS and MarTech industries such as data privacy and protection, employment and labor relations, immigration, taxation, anti-corruption, import/export controls, trade restrictions, internal and disclosure control obligations, securities regulation, and anti-competition considerations.
Regarding privacy and communications, we are subject to the following regulatory standards and laws: the GDPR, CCPA, Telephone Consumer Protection Act (TCPA), Canadas Anti-Spam Legislation (CASL), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM), and others that may apply in the various regions in which we operate.
Violations of one or more of these diverse legal requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations or contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other damage to our reputation, restrictions on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations. To date, we have not experienced material fines or penalties related to these regulations.
Employees and Management
As of December 31, 2025, we had 33 full-time employees, 1 part-time employee, and 57 contractors.
Our culture is unique and an important contributor to our success. Our culture allows us to scale our business by attracting and retaining great people who are aligned to our values. Having shared values enables our team members to make independent decisions, encourages accountability, and fosters collaboration. Our culture is defined by four core values:
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Learning. Technology and marketing are constantly changing. We value learning because adaptation is essential to delivering the best solutions for our customers. Our team members are open-minded, critical-thinkers who are willing to disagree, try new things, and change their minds when warranted.
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Serving Others. Nothing happens without our customers. We value Serving Others because serving customers is the reason we exist. Our team members prioritize the needs of our customers, our team, and our communities.
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Game Changing. To succeed in a competitive marketplace, we have to deliver impactful solutions for our customers. Our team members find creative solutions, raise the bar, take risks, and help our customers realize more successful outcomes.
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10,000 Years. To achieve long-term success, we must plan and act with the end goal in mind. We value the symbolism of the term 10,000 Years (the literal translation of the Japanese word Banzai), because it reminds us that were building for the futureto something greater than what we see todayand that each day were contributing toward that vision.
Corporate Governance Matters
On August 29, 2024, we held a special meeting of shareholders (the Special Meeting) at which the shareholders approved the 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, our Board determined to effect a reverse stock split at a ratio of 1-for-50 (the September Reverse Stock Split), effective on 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 this Report. Subsequently, we effected a 1-for-10 reverse stock split of the shares of the Companys Class A Common Stock, effective as of July 8, 2025 (the July Reverse Stock Split).
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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, BNZI.
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 Nasdaqs Listing Qualifications staff confirmed that we had demonstrated compliance with all of The Nasdaq Stock Markets 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 Companys 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.
Available Information
We file with, or furnish to, the SEC reports, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports are available free of charge via EDGAR through the SEC website (www.sec.gov) and are also available free of charge on our corporate website (https://ir.banzai.io/financial-information/sec-filings) as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The foregoing website addresses are provided as inactive textual references only. The information provided on our website (or any other website referred to in this report) is not part of this Report and is not incorporated by reference as part of this Report.
Item 1A. Risk Factors.
Investing in our securities involves risks. Before you make a decision to buy or sell 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 Report 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.
Risk Factors Summary
The following is a summary of the principal risks that could materially adversely affect our business, financial condition or results of operations in future periods. The summary should be read together with the more detailed description of each risk factor described below.
Risks Related to our Business and Industry
We have incurred significant operating losses in the past and may never achieve or maintain profitability.
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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.
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.
If we are unable to attract new customers on a cost-effective basis, our business will be harmed.
If we fail to effectively manage our growth, our business, results of operations, and financial condition may be harmed.
We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.
If the assumptions, analyses, and estimates upon which our forecasts, projections and outlook are based prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected.
If we fail to attract and retain qualified personnel, our business could be harmed.
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 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.
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.
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.
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.
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.
Because 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.
Our sales cycle can be lengthy and unpredictable, which may cause our operating results to vary significantly.
Covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business, and if we are not able to comply with such covenants or pay amounts when due, our lenders could accelerate our indebtedness, proceed against certain collateral or exercise other remedies, which could have a material adverse effect on us.
The impacts of geopolitical, macroeconomic, and market conditions, including pandemics, epidemics and other public health crises, have had, and may continue to have, a significant effect on our industry, which in turn affects how we and our customers are operating our respective businesses. Our business is susceptible to declines or disruptions in the demand for meetings and events, including those due to economic downturns, natural disasters, geopolitical upheaval, and global pandemics.
Cybersecurity and data security breaches and ransomware attacks may create financial liabilities for us, damage our reputation, and harm our business.
Privacy and data security laws and regulations could impose additional costs and reduce demand for our solutions.
Our product offerings, solutions, and internal systems, as well as external internet infrastructure, may be subject to disruption that could harm our reputation and future sales or result in claims against us.
Undetected defects in our product offerings could harm our reputation or decrease market acceptance of our product offerings, which would harm our business and results of operations.
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We rely on internet infrastructure, bandwidth providers, data center providers, other third parties, and our own systems for providing solutions to our customers, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with customers, adversely affecting our brand and our business.
If we fail to effectively maintain and enhance our brands, our business may suffer.
Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.
We need to continue making significant investments in software development and equipment to improve our business.
Adverse litigation results could have a material adverse impact on our business.
Failure to protect or enforce our intellectual property rights could harm our business and results of operations.
Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could harm our business.
Our use of open source software could adversely affect our ability to offer our solutions and subject us to possible litigation.
Risks Related to Ownership of Our Securities
In order to support the growth of our business and repay our indebtedness, we will need to seek capital through new equity or debt financings or incur additional indebtedness under our credit facilities, which sources of additional capital may not be available to us on acceptable terms or at all.
Future sales of shares of Class A Common Stock may depress their stock price.
Issuances of shares of Class A Common Stock pursuant to any Advances under the SEPA (as defined below), exercise of the GEM Warrant (as defined below) and conversion of any amounts under the Notes would result in substantial dilution of our stockholders and may have a negative impact on the market price of our Class A Common Stock.
Nasdaq (as defined below) may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.
If our Class A Common Stock ceases to be listed on a national securities exchange it will become subject to the so-called penny stock rules that impose restrictive sales practice requirements.
Our dual class common stock structure has the effect of concentrating voting power with our Chief Executive Officer and Co-Founder, Joseph Davy, which may limit an investors ability to influence the outcome of important transactions, including a change in control.
We cannot predict the impact our dual class structure will have on the market price of Class A Common Stock.
The market price of Class A Common Stock is likely to be highly volatile, and you may lose some or all of your investment.
Volatility in the price of Class A Common Stock could subject us to securities class action litigation.
If securities or industry analysts do not publish research or reports about us, or publish negative reports, then our stock price and trading volume could decline.
We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, results of operations, and financial condition.
We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.
Our executive officers and directors collectively beneficially own approximately 27.1% of the voting power of our outstanding Common Stock and may have significant influence over the outcome of important transactions, including a change in control.
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It is not currently anticipated that we will pay dividends on shares of Class A Common Stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the market price of Class A Common Stock.
The Delaware General Corporation Law (DGCL) and our Second Amended and Restated Certificate of Incorporation (Charter) and Second Amended and Restated Bylaws (Bylaws) contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Our Charter designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which restricts our stockholders ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
The exclusive forum clause set forth in certain of the agreements covering certain outstanding warrants may have the effect of limiting an investors rights to bring legal action and could limit the investors ability to obtain a favorable judicial forum.
We are a smaller reporting company. We cannot be certain whether the reduced disclosure requirements applicable to smaller reporting companies will make our Class A Common Stock less attractive to investors or otherwise limit our ability to raise additional funds.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.
Outstanding warrants may never be in the money and they may expire worthless and therefore we may not receive cash proceeds from the exercise of the Warrants. The terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.
We may redeem your unexpired Public Warrants (as hereinafter defined) prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.
We may issue additional shares of Class A Common Stock or Preferred Stock, including under our equity incentive plan. Any such issuances would dilute the interest of our stockholders and likely present other risks.
Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to our effective registration statement could reduce the market price of Class A Common Stock.
Our stock is subject to minimum requirements to remain listed on the Nasdaq Capital Market, 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.
Holders of convertible promissory notes have certain rights upon an event of default under their respective agreements that could harm our business, financial condition and results of operations and could require us to curtail or cease our operations.
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. 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
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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 this Report reflect, that there is substantial doubt about our ability to continue as a going concern within 12 months after the date of this 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 Demios 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
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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
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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 Report.
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.
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In the past, we have pursued acquisitions of technology and expertise to enhance the products and services we offer, including OpenReel in 2024 and Vidello in 2025. 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
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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, 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;
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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.
Covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business, and if we are not able to comply with such covenants or pay amounts when due, our lenders could accelerate our indebtedness, proceed against certain collateral, or exercise other remedies, which could have a material adverse effect on us.
We are party to, and may in the future enter into, debt and other financing instruments that contain operating and financial covenants and other restrictions, and such instruments may also include equity-linked features, such as warrants. These covenants and restrictions, subject to certain exceptions, may limit our ability to, among other things, incur additional indebtedness, pay dividends or make distributions, redeem or repurchase our securities, make certain investments, grant liens on our assets, sell or dispose of material assets, or engage in acquisitions, mergers, or other strategic transactions. As a result, covenant restrictions in our existing or future debt instruments may limit our flexibility to operate
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and grow our business. In addition, these arrangements may include affirmative covenants that require us to take, or cause to be taken, specific actions by specified dates, and our ability to comply with such covenants depends on our future operating performance and other factors, including events outside of our control. In the past, we have been required to seek waivers, amendments, or forbearance from lenders or other counterparties, and we may be required to do so again in the future. There can be no assurance that any such waivers, amendments, or forbearance will be obtained on acceptable terms, or at all.
Complying with these covenants, as well as those that may be contained in any future debt agreements, may limit our ability to finance our future operations or working capital needs or to take advantage of future business opportunities. If we fail to comply with applicable covenants, reporting requirements, or other terms and conditions, and any default is not cured or waived, our lenders could accelerate our indebtedness, proceed against certain collateral, or exercise other remedies. If amounts are accelerated, we may not have sufficient liquidity to repay the obligations when due, and we may not be able to obtain additional financing or refinancing on acceptable terms, or at all. Any of the foregoing could materially and adversely affect our liquidity, business, results of operations, and financial condition.
The impacts of geopolitical, macroeconomic, and market conditions, including pandemics, epidemics, and other public health crises, have had, and may continue to have, a significant effect on our industry, which in turn affects how we and our customers are operating our respective businesses. Our business is susceptible to declines or disruptions in the demand for meetings and events, including those due to economic downturns, natural disasters, geopolitical upheaval, and global pandemics.
The macroeconomic impacts of geopolitical events, such as pandemics, inflation, labor shortages, lack of access to capital, lack of consumer confidence, supply chain disruptions, and market volatility can pose risks to our and our customers business. Uncertainty about the duration of these negative macroeconomic conditions has impacted fiscal and monetary policy, including increases in interest rates, increased labor costs, and decreased corporate and consumer spending. The effects from a broadening or protracted extension of these conditions could result in a decrease in overall economic activity, hinder economic growth, or cause a recession in the United States or in the global economy. We sell our products throughout the United States and in other countries to commercial and non-profit customers. As a result, our business may be harmed by factors in the United States and other countries such as disruptions in financial markets; reductions in spending, or downturns in economic activity in specific countries or regions, or in the various industries in which we operate; social, political, or labor conditions in specific countries or regions; or adverse changes in the availability and cost of capital, interest rates, tax rates, or regulations. Further economic weakness and uncertainty may result in significantly decreased spending on our event marketing and management solutions, which may adversely affect our business.
Our business depends on discretionary corporate spending. Negative macroeconomic conditions may adversely affect our customers businesses and reduce our customers operating expense budgets, which could result in reduced demand for our product offerings or cancellations, increased demands for pricing accommodations or higher rates of delays in collection of, or losses on, our accounts receivable, which could adversely affect our results of operations and financial position. During periods of economic slowdown and recession, consumers have historically reduced their discretionary spending, and our ability to sign new customers, and to upsell to and renew contracts with our existing customers may be significantly impacted. Additionally, challenging economic conditions also may impair the ability of our customers to pay for products and services they have purchased. As a result, our cash flow may be negatively impacted and our allowance for credit losses and write-offs of accounts receivable may increase. If we are unable to offset any decrease in revenue by increasing sales to new or existing customers, or otherwise offset higher costs through price increases, our revenue may decline. The extent to which the ongoing impacts of these negative macroeconomic conditions will impact our business, results of operations, and financial position is uncertain and will depend on political, social, economic, and regulatory factors that are outside of our control, including actions that may be taken by regulators and businesses (including our customers) in response to the macroeconomic uncertainty. Our business and financial performance may be unfavorably impacted in future periods if a significant number of our customers are unable to continue as viable businesses or they significantly reduce their operating budgets, or if there is a reduction in business confidence and activity, a decrease in government, corporate and consumer spending, or a decrease in growth in the overall market, among other factors.
Our business and financial performance are affected by the health of the worldwide meetings and events industry. Meetings and events are sensitive to business-related discretionary spending levels and tend to grow more slowly or even decline during economic downturns. Decreased expenditures by marketers and participants could also result in decreased demand for our product offerings, thereby causing a reduction in our sales. The impact of economic slowdowns on our business is difficult to predict but has and may continue to result in reductions in events and our ability to generate revenue.
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Cybersecurity and data security breaches and ransomware attacks may create financial liabilities for us, damage our reputation, and harm our business.
Our customers provide us with information that our solutions store, some of which is confidential information. In addition, we store personal information about our employees. We have security systems and information technology infrastructure designed to protect against unauthorized access to such information and money, but we may not be successful in protecting against all security breaches and cyber-attacks. Threats to and breaches of our information technology security can take various forms, including viruses, worms, ransomware, and other malicious software programs, or actions or omissions by an employee. Significant cybersecurity or data security breaches could result in the loss of business, litigation, regulatory investigations, loss of customers, and penalties that could damage our reputation and adversely affect the growth of our business.
In some cases, we must rely on the safeguards put in place by third parties to protect against security threats. These third parties, including vendors that provide products and services for our operations and our network of business application providers, could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure, whether unintentionally or through a malicious backdoor. We do not review the software code included in third-party integrations in all instances.
Because the techniques used to obtain unauthorized access, sabotage systems, or otherwise access data and/or data backups change frequently and generally are not recognized until launched against a target, we or these third parties have been and, in the future, may be unable to anticipate these techniques or to implement adequate preventative measures. With the increasing frequency of cyber-related frauds to obtain inappropriate payments, we need to ensure our internal controls related to authorizing the transfer of funds are adequate. We may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen our cybersecurity. Any of these occurrences could create liability for us, put our reputation in jeopardy, and harm our business.
Privacy and data security laws and regulations could impose additional costs and reduce demand for our solutions.
We store and transmit personal information relating to our employees, customers, prospective customers, and other individuals, and our customers use our technology platform to store and transmit a significant amount of personal information relating to their customers, vendors, employees, and other industry participants. Federal, state, and foreign government bodies and agencies have adopted, and are increasingly adopting, laws and regulations regarding the collection, use, processing, storage, and disclosure of personal or identifying information obtained from customers and other individuals. These obligations have and will likely continue to increase the cost and complexity of delivering our services.
In addition to government regulation, privacy advocates and industry groups may propose various self-regulatory standards that may legally or contractually apply to our business. As new laws, regulations, and industry standards take effect, and as we offer new services in new markets, market segments and, potentially, new industries, we will need to understand and comply with various new requirements, which may impede our plans for growth or result in significant additional costs. These laws, regulations, and industry standards have had, and will likely continue to have, negative effects on our business, including by increasing our costs and operating expenses, and/or delaying or impeding our deployment of new or existing core functionality. Failure to comply with these laws, regulations, and industry standards could result in negative publicity, subject us to fines or penalties, expose us to litigation, or result in demands that we modify or cease existing business practices. Furthermore, privacy and data security concerns may cause our customers customers, vendors, employees, and other industry participants to resist providing the personal information necessary to allow our customers to use our applications effectively, which could reduce overall demand for our product offerings. Any of these outcomes could harm our business.
Our product offerings, solutions, and internal systems, as well as external internet infrastructure, may be subject to disruption that could harm our reputation and future sales or result in claims against us.
Because our operations involve delivering engagement solutions to our customers through a cloud-based software platform, our continued growth depends in part on the ability of our platform and related computer equipment, third-party data centers, infrastructure, and systems to continue to support our product offerings. In addition, in delivering our products to customers, we are reliant on internet infrastructure limitations. In the past, we have experienced temporary and limited platform disruptions, outages in our product functionality, and degraded levels of performance due to human and software errors, file corruption, and first and third-party capacity constraints associated with the number of customers accessing our products simultaneously. While our past experiences have not materially impacted us, in the future we may face more
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extensive disruptions, outages, or performance problems. In addition, malicious third parties may also conduct attacks designed to sabotage, impede the performance, or temporarily deny customers access to, our product offerings. If an actual or perceived disruption, outage, performance problem, or attack occurs, it could harm our reputation and the market perception of our product offerings; divert the efforts of our technical and management personnel; impair our ability to operate our business; cause us to lose customer information; or harm our customers businesses. Any of these events may increase non-renewals, limit our ability to acquire new customers, result in delayed or withheld payments from customers, or result in claims against us.
Undetected defects in our product offerings could harm our reputation or decrease market acceptance of our product offerings, which would harm our business and results of operations.
Our product offerings may contain undetected defects, such as errors or bugs. We have experienced such defects in the past in connection with new solutions and solution upgrades, and we expect that such defects may be found from time to time in the future. Despite testing by us, defects may not be found in our product offerings until they are deployed to or used by our customers. In the past, we have discovered software defects in our product offerings after they have been deployed to customers.
Defects, disruptions in service, or other performance problems may damage our customers business and could hurt our reputation. We may be required, or may choose, for customer relations or other reasons, to expend additional resources to correct actual or perceived defects in our product offerings. If defects are detected or perceived to exist in our product offerings, we may experience negative publicity, loss of competitive position, or diversion of the attention of our key personnel; our customers may delay or withhold payment to us or elect not to renew their subscriptions; other significant customer relations problems may arise; or we may be subject to liability claims for damages. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our product offerings may harm our business and results of operations.
We rely on internet infrastructure, bandwidth providers, data center providers, other third parties, and our own systems for providing solutions to our customers, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with customers, adversely affecting our brand and our business.
Our ability to deliver our solutions is dependent on the development and maintenance of the infrastructure of the Internet and other telecommunications services by third parties. We currently host our technology platform, serve our customers and members, and support our operations primarily using third-party data centers and telecommunications solutions, including cloud infrastructure services such as Amazon Web Services (AWS) and Google Cloud. We do not have control over the operations of the facilities of our data center providers, AWS, or Google Cloud. These facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cybersecurity attacks, terrorist attacks, power losses, telecommunications failures, and other events. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in our product offerings. The facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism, and other misconduct. Any errors, failures, interruptions, or delays experienced in connection with these third-party technologies and information services, or our own systems could negatively impact our relationships with customers and harm our business and could expose us to third-party liabilities.
For some of these services, we may not maintain redundant systems or facilities. Our technology platforms continuing and uninterrupted performance is critical to our success. Members may become dissatisfied by any system failure that interrupts our ability to provide our solutions to them. We may not be able to easily switch our AWS and Google Cloud operations to another cloud service provider if there are disruptions or interference with our use of AWS or Google Cloud. Sustained or repeated system failures would reduce the attractiveness of our technology platform to customers and members and result in contract terminations, thereby reducing revenue. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact use of our existing and future offerings. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service. Neither our third-party data and call center providers nor AWS or Google Cloud have an obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements with these providers on commercially reasonable terms, if our agreements with our providers are prematurely terminated, or if in the future we add additional data or call center providers or cloud service providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new providers. If these providers were to increase the cost of their services, we may have to increase the price of our existing and future
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offerings. Any such increased costs or pricing may have a negative effect on our customer relationships and may adversely affect our business and results of operations.
If we fail to effectively maintain and enhance our brands, our business may suffer.
We believe that continuing to strengthen our brands will be critical to achieving widespread acceptance of our product offerings and will require continued focus on active marketing efforts. Our brand awareness efforts will require continued investment across our business, particularly as we introduce new solutions that we develop or acquire and as we continue to expand in new markets. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building our brand. If we fail to promote and maintain our brands, or if we incur substantial expense in an unsuccessful attempt to promote and maintain our brand, our business could be harmed.
Any failure to offer high-quality customer support services could adversely affect our relationships with our customers and our operating results.
Our customers depend on our support to assist with their needs. We may be unable to accurately predict our customers demand for services or respond quickly enough to accommodate short-term increases in customer or member demand for services. Increased customer demand for our product offerings, without a corresponding increase in productivity or revenue, could increase costs and adversely affect our operating results. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our reputation, our ability to sell our product offerings to existing and prospective customers, our relationships with third parties and our ability to form new partnerships, and our business and operating results.
Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.
We have incurred substantial losses during our history and do not expect to become profitable in the near future and may never achieve profitability. Under current U.S. federal income tax law, unused losses for the tax year ended December 31, 2017 and prior tax years will carry forward to offset future taxable income, if any, until such unused losses expire, and unused federal losses generated after December 31, 2017 will not expire and may be carried forward indefinitely, but will be only deductible to the extent of 80% of current year taxable income in any given year. Many states have similar laws.
In addition, both current and future unused net operating loss (NOL) carryforwards and other tax attributes may be subject to limitation under Sections 382 and 383 of the Code, if a corporation undergoes an ownership change, generally defined as a greater than 50 percentage point change (by value) in equity ownership by certain stockholders over a rolling three-year period. Additional ownership changes in the future could result in additional limitations on our NOL carryforwards. Consequently, even if we achieve profitability, we may not be able to utilize a material portion of our NOL carryforwards and other tax attributes, which could have a material adverse effect on cash flow and results of operations.
We may need to make significant investments in software development and equipment to improve our business.
To improve the scalability, security, performance, efficiency, availability, and failover aspects of our product offerings, and to support the expansion of our product offerings and stay competitive, we may need to make significant capital equipment expenditures and also invest in additional software and infrastructure development. If we experience increasing demand in subscriptions, we may not be able to augment our infrastructure quickly enough to accommodate such increasing demand. To reach the goal of supporting the increasing demand, we will need additional capital to make the investments in software development and equipment either through operations or through financing. Additionally, we are continually updating our software, creating expenses for us. We may also need to review or revise our software architecture and user experience as we grow, which may require significant resources and investments. Any of these factors could negatively impact our business and results of operations.
Adverse litigation results could have a material adverse impact on our business.
We are, have been, and may be involved in regulatory and government investigations and other proceedings, involving competition, intellectual property, data security and privacy, bankruptcy, tax and related compliance, labor and employment, commercial disputes, and other matters. Such claims, suits, actions, regulatory and government investigations, and other proceedings can impose a significant burden on management and employees, could prevent us from offering one or more of our products, services, or features to customers, could require us to change our technology or business practices, or could result in monetary damages, fines, civil or criminal penalties, reputational harm, or other adverse consequences. Adverse outcomes in some or all of these claims may result in significant monetary damages or
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injunctive relief that could adversely affect our ability to conduct our business. Litigation and other claims are subject to inherent uncertainties and managements view of the materiality or likely outcome of any such matters may change in the future. A material adverse impact in our consolidated financial statements could occur for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable.
Failure to protect or enforce our intellectual property rights could harm our business and results of operations.
To establish and protect our proprietary rights, we rely on a combination of trademarks and trade secrets, including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. As of December 31, 2025, we held three registered trademarks in the United States: Banzai," "Demio" and "OpenReel." We believe that our intellectual property is an essential asset of our business. If we do not adequately protect our intellectual property, our brand and reputation could be harmed and competitors may be able to use our technologies and erode or negate any competitive advantage we may have, which could harm our business, negatively affect our position in the marketplace, limit our ability to commercialize our technology, and delay or render impossible our achievement of profitability. A failure to protect our intellectual property in a cost-effective and meaningful manner could have a material adverse effect on our ability to compete. We regard the protection of our intellectual property as critical to our success.
We strive to protect our intellectual property rights by relying on federal, state, and common law rights and other rights provided under foreign laws. These laws are subject to change at any time and could further restrict our ability to protect or enforce our intellectual property rights. In addition, the existing laws of certain foreign countries in which we operate may not protect our intellectual property rights to the same extent as do the laws of the United States.
We generally enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with other parties, with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, we may not be successful in executing these agreements with every party who has access to our confidential information or contributes to the development of our intellectual property.
The agreements that we execute may be breached, and we may not have adequate remedies for any such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our intellectual property or deter independent development of similar intellectual property by others.
Obtaining and maintaining effective intellectual property rights is expensive, including the costs of monitoring unauthorized use of our intellectual property and defending our rights. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. We strive to protect certain of our intellectual property rights through filing applications for trademarks, patents, and domain names in a number of jurisdictions, a process that is expensive and may not be successful in all jurisdictions. However, we do not seek such protection on all intellectual property and when we do apply for such protection there is no assurance that any resulting patents or other intellectual property rights will adequately protect such intellectual property, or provide us with any competitive advantages. Moreover, we cannot guarantee that any of our patent or trademark applications will issue or be approved. Even where we have intellectual property rights, if any, they may later be found to be unenforceable or have a limited scope of enforceability. In addition, we may not seek to pursue such protection in every jurisdiction. The United States Patent and Trademark Office also requires compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent application process and after a patent has issued. Noncompliance with such requirements and processes may result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction, if previously issued. In such an event, our competitors might be able to develop and commercialize substantially similar and competing applications, which would harm our business.
We believe it is important to maintain, protect, and enhance our brands. Accordingly, we pursue the registration of domain names and our trademarks and service marks in the United States. Third parties may challenge our use of our trademarks, oppose our trademark applications, or otherwise impede our efforts to protect our intellectual property in certain jurisdictions. In the event that we are unable to register our trademarks in certain jurisdictions, we could be forced to rebrand our solutions, which would result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands. Our competitors and others could also attempt to capitalize on our brand recognition by using domain names or business names similar to ours. Domain names similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third parties from acquiring or using domain names and other trademarks that infringe on, are similar to, or otherwise decrease the value of, our brands, trademarks, or service marks.
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We also may incur significant costs in enforcing our trademarks against those who attempt to imitate our brand and other valuable trademarks and service marks.
In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. We may not be able to detect infringement or unauthorized use of our intellectual property rights, and defending or enforcing our intellectual property rights, even if successfully detected, prosecuted, enjoined, or remedied, could result in the expenditure of significant financial and managerial resources. Litigation has in the past and may be necessary in the future to enforce our intellectual property rights, protect our proprietary rights, or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could harm our business. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, countersuits, and adversarial proceedings such as oppositions, inter partes review, post-grant review, re-examination, or other post-issuance proceedings, that attack the validity and enforceability of our intellectual property rights. An adverse determination of any litigation proceeding could adversely affect our ability to protect the intellectual property associated with our product offerings. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could be compromised by disclosure in the event of litigation. In addition, during the course of litigation there could be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Class A Common Stock. If we fail to maintain, protect, and enhance our intellectual property rights, our business may be harmed and the market price of Class A Common Stock could decline.
Our competitors also may independently develop similar technology that does not infringe on or misappropriate our intellectual property rights. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Effective patent, trademark, copyright, and trade secret protection may not be available to us in every country in which our solutions or technology are developed. Further, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. The laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property could result in competitors offering solutions that incorporate our most technologically advanced features, which could seriously reduce demand for existing and future offerings.
Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could harm our business.
Our success depends in part on our ability to develop and commercialize our offerings and use our proprietary technology without infringing the intellectual property or proprietary rights of third parties. Intellectual property disputes can be costly to defend and may cause our business, operating results, and financial condition to suffer. As the MarTech industry in the United States expands and more patents are issued, the risk increases that there may be patents issued to third parties that relate to our offerings and technology of which we are not aware or that we must challenge to continue our operations as currently contemplated. Whether merited or not, we may face allegations that we, our partners, our licensees, or parties indemnified by us have infringed or otherwise violated the patents, trademarks, copyrights, or other intellectual property rights of third parties. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties.
Additionally, in recent years, individuals and groups have begun purchasing intellectual property assets for the purpose of making claims of infringement and attempting to extract settlements from companies like ours. We may also face allegations that our employees have misappropriated the intellectual property or proprietary rights of their former employers or other third parties. It may in the future be necessary for us to initiate litigation to defend ourselves in order to determine the scope, enforceability, and validity of third-party intellectual property or proprietary rights, or to establish our respective rights. Regardless of whether claims that we are infringing patents or other intellectual property rights have merit, such claims can be time-consuming, divert managements attention and financial resources, and can be costly to evaluate and defend. Results of any such litigation are difficult to predict and may require us to stop commercializing or using our solutions or technology, obtain licenses, modify our solutions and technology while we develop non-infringing substitutes, or incur substantial damages, settlement costs, or face a temporary or permanent injunction prohibiting us from marketing or providing the affected solutions. If we require a third-party license, it may not be available on reasonable terms or at all, and we may have to pay substantial royalties, upfront fees, or grant cross-licenses to intellectual property rights for our solutions. We may also have to redesign our solutions so that they do not infringe third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our
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technology and solutions may not be available for commercialization or use. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. If we cannot or do not obtain a third-party license to the infringed technology, license the technology on reasonable terms, or obtain similar technology from another source, our revenue and earnings could be adversely impacted.
From time to time, we have been and may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of Class A Common Stock. Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations. Assertions by third parties that we violate their intellectual property rights could therefore harm our business.
Our use of open source software could adversely affect our ability to offer our solutions and subject us to possible litigation.
We use open source software in connection with our existing offerings and may continue to use open source software in connection with our future offerings. Some of these licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software, and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third-parties certain rights of further use. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software and to make our proprietary software available under open source licenses, if we combine and/or distribute our proprietary software with open source software in certain manners. Although we monitor our use of open source software, we cannot be sure that all open source software is reviewed prior to use in our proprietary software, that our programmers have not incorporated open source software into our proprietary software, or that they will not do so in the future. Additionally, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts.
There is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our existing and future offerings to our customers and members. In addition, the terms of open source software licenses may require us to provide software that we develop using such open source software, to others, including our competitors, on unfavorable license terms. As a result of our current or future use of open source software, we may face claims or litigation, be required to release our proprietary source code, pay damages for breach of contract, re-engineer our technology, discontinue sales in the event re-engineering cannot be accomplished on a timely basis, or take other remedial action that may divert resources away from our development efforts, any of which could harm our business.
Risks Related to the Ownership of Our Securities
In order to support the growth of our business and repay our indebtedness, we will need to seek capital through new equity or debt financings or incur additional indebtedness under our credit facilities, which sources of additional capital may not be available to us on acceptable terms or at all.
Our operations have consumed substantial amounts of cash since inception, and we intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, develop new applications and solutions, enhance our existing product offerings, enhance our operating infrastructure, and acquire complementary businesses and technologies. For the years ended December 31, 2025 and 2024, our net cash used in operating activities was $15.7 million and $9.6 million, respectively. As of December 31, 2025 and 2024, we had $0.3 million and $1.1 million of cash, respectively, which were held for working capital purposes. As of December 31, 2025 and 2024, we had borrowings totaling $10.6 million and $12.4 million, respectively, outstanding under our term loans and promissory notes.
Our future capital requirements may be significantly different from previous estimates and will depend on many factors, including the need to:
finance unanticipated working capital requirements;
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develop or enhance our technological infrastructure and our existing product offerings;
fund strategic relationships, including joint ventures and co-investments;
fund additional implementation engagements;
respond to competitive pressures; and
acquire complementary businesses, technologies, products, or services.
Accordingly, we may need to engage in equity or debt financing to secure additional funds. We entered into the Standby Equity Purchase Agreement ("SEPA") with an entity managed by Yorkville to provide liquidity to us after the Business Combination, but there can be no guarantee that we will be able to affect any advances under the SEPA or to secure additional financing on favorable terms, or at all. To the extent that cash on hand and cash generated from operations are not sufficient to fund capital requirements, or if we do not meet the conditions to sell shares to Yorkville under the SEPA, we may require proceeds from asset sales, additional debt, equity financing, or alternative financing structures. Additional financing may not be available on favorable terms, or at all.
If we raise additional funds through further issuances of equity or convertible debt securities, including shares of Class A Common Stock issued in connection with advances under the SEPA or upon exercise of the GEM Warrant, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of shares of our Class A Common Stock. Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, during times of economic instability, it has been difficult for many companies to obtain financing in the public markets or to obtain debt financing, and we may not be able to obtain additional financing on commercially reasonable terms, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we need or want it, it could harm our business.
Future sales of shares of Class A Common Stock may depress the stock price.
Future sales of shares of Class A Common Stock in the public market, including the resale of shares pursuant to our effective registration statements or pursuant to Rule 144, could depress the stock price. See Risk Factors Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to our registration statements could reduce the market price of Class A Common Stock. below.
Issuances of shares of our Class A Common Stock pursuant to any equity lines of credit, the conversion or settlement of amounts outstanding under convertible notes, or the exercise of warrants may result in substantial dilution of our stockholders and may have a negative impact on the market price of our Class A Common Stock.
We have outstanding equity lines of credit, convertible notes, and warrants, pursuant to which we may issue shares of our Class A Common Stock from time to time. The issuance of shares of our Class A Common Stock pursuant to any of these securities could be substantial and would increase the number of shares of our Class A Common Stock outstanding, which could result in significant dilution to our existing stockholders and could have a negative impact on the market price of our Class A Common Stock. The extent of any such dilution will depend on the number of shares issued, the price at which such shares are issued, and other factors, many of which are beyond our control. These transactions are described in Note 12 Debt and Note 15 Equity to the consolidated financial statements elsewhere in this Report.
It is not possible to predict the actual number of shares we will sell under certain of our outstanding equity facilities, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under such facilities.
We have an ATM Agreement and a SEPA, which is similar to an equity line of credit, under which we can sell shares of our Class A Common Stock. Under the SEPA, Yorkville has committed to purchase up to $100 million of Class A Common Stock during the SEPA Commitment Period, subject to the terms and conditions of the SEPA. Under the ATM Agreement, we may sell shares of our Class A Common Stock up to an aggregate market value of $7,525,033, subject to the terms and conditions of the ATM Agreement.
While we generally have the right to control the timing and amount of any sales of shares of Class A Common Stock under the SEPA and the ATM Agreement, there are various terms and conditions that may limit our ability to utilize these agreements when needed. For example, under the SEPA, we may only sell shares to Yorkville if there is an effective Resale
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Registration Statement filed with the SEC for the resale under the Securities Act, and if there are Yorkville promissory notes outstanding, Yorkville may require us to issue shares of our Class A Common Stock in satisfaction of amounts outstanding thereunder.
Future sales of Class A Common Stock under the SEPA and under the ATM Agreement, will depend upon market conditions and other factors to be determined by us, and we may ultimately elect to utilize less than the full amounts available under the respective programs.
In addition, because the purchase price per share for shares that we may elect to sell under the SEPA or the ATM Agreement fluctuates based on the market price of our Class A Common Stock, it is not possible for us to predict the number of shares we will ultimately sell or the aggregate gross proceeds from such sales, and the gross proceeds we receive may be substantially less than the amounts available to us under the SEPA or the ATM Agreement.
Our stock is subject to requirements to remain listed on the Nasdaq Capital Market, 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.
Nasdaq Marketplace Rule 5550(a)(2) requires a minimum bid price of $1.00 per share for primary equity securities listed on the Nasdaq Capital Market (the Minimum Bid Price Requirement). To regain compliance with the Minimum Bid Price Requirement, we effected the September Reverse Stock Split on September 19, 2024 and subsequently we effected the July Reverse Stock Split on July 8, 2025. Following the July Reverse Stock Split, the bid price of our Class A Common Stock surpassed $1.00 per share.
While Nasdaq rules do not impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain compliance with the Minimum Bid Price Requirement, Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities listed on Nasdaq. In addition, Nasdaq Listing Rule 5810(c)(3)(A)(iv) states that if any listed company that fails to meet the Minimum Bid Price Requirement after effecting one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the company is not eligible for a Minimum Bid Price Requirement compliance period of 180 days. As a result, if we default on this requirement again, since we effected the 1-for-50 September Reverse Stock Split and the 1-for-10 July Reverse Split, Nasdaq would begin the process of delisting our Class A Common Stock without providing a Minimum Bid Price Requirement compliance period. However, we could still be eligible to request a hearing before the Nasdaq Panel to present its plan for regaining and sustaining compliance with the Minimum Bid Price Requirement.
If our Class A Common Stock ceases to be listed for trading on the Nasdaq Capital Market, we expect that our Class A Common Stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. If Nasdaq were to delist our Class A Common Stock, it would be more difficult for our stockholders to dispose of our Class A Common Stock and more difficult to obtain accurate price quotations on our Class A Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Class A Common Stock or warrants are not listed on a national securities exchange.
Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.
Previously, we were not in compliance with certain Nasdaq listing rules and had a hearing before The Nasdaq Panel, on September 19, 2024. Following that hearing, the Panel determined to phase our Class A Common Stock down from The Nasdaq Global Market to The Nasdaq Capital Market. Since October 31, 2024, our Class A Common Stock trades on The Nasdaq Capital Market, under the same symbol, BNZI. Later, we fell out of compliance with Listing Rule 5450(b)(2)(A) (the (Market Value of Listed Securities), but the Nasdaq Stock Market LLC, Office of the General Counsel ultimately determined we demonstrated compliance therewith. There can be no assurance that we will be able to maintain compliance with Nasdaq listing standards.
If, for any reason, we fall out of compliance again or Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
a limited availability of market quotations for our securities;
reduced liquidity for our securities;
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a decrease in the number of institutional and general investors that will consider investing in our Class A Common Stock;
a determination that our Class A Common Stock is a penny stock which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
a limited amount of news and analyst coverage;
a reduction in the number of market makers for our Class A Common stock and the number of broker-dealers willing to execute trades in shares of our Class A Common Stock;
a decreased ability to issue additional securities or obtain additional financing in the future; and
being subject to regulation in each state in which we offer our securities.
If our Class A Common Stock ceases to be listed on a national securities exchange it will become subject to the so-called penny stock rules that impose restrictive sales practice requirements.
If we are unable to maintain the listing of our Class A Common Stock on The Nasdaq Capital Market or another national securities exchange, our Class A Common Stock could become subject to the so-called penny stock rules if the shares have a market value of less than $5.00 per share. The SEC has adopted regulations that define a penny stock to include any stock that has a market price of less than $5.00 per share, subject to certain exceptions, including an exception for stock traded on a national securities exchange. The SEC regulations impose restrictive sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. For transactions covered by this rule, the broker-dealer must make a special suitability determination for the purchaser and must have received the purchasers written consent to the transaction prior to sale. This means that if we are unable maintain the listing of our Class A Common Stock on a national securities exchange, the ability of stockholders to sell their common stock in the secondary market could be adversely affected. If a transaction involving a penny stock is not exempt from the SECs rule, a broker-dealer must deliver a disclosure schedule relating to the penny stock market to each investor prior to a transaction. The broker-dealer also must disclose the commissions payable to both the broker-dealer and its registered representative, current quotations for the penny stock, and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the customers account and information on the limited market in penny stocks.
Our dual class common stock structure has the effect of concentrating significant voting power with our Chief Executive Officer and Co-Founder, Joseph Davy, which may limit an investors ability to influence the outcome of important transactions, including a change in control.
Shares of our Class B Common Stock, par value $0.0001 per share (the Class B Common Stock, together with the Class A Common Stock, the Common Stock), have 10 votes per share, while shares of our Class A Common Stock have one vote per share. Mr. Davy, who is our Chief Executive Officer and is Legacy Banzais Co-Founder, including his affiliates and permitted transferees, holds all of the issued and outstanding shares of Class B Common Stock. Accordingly, Mr. Davy held, directly or indirectly, approximately 26.5% of our outstanding voting power as of March 27, 2026 and therefore may be able to significantly influence matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Mr. Davy may have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. This significant concentration of voting power may have the effect of delaying, preventing, or deterring a change in control, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale, and might ultimately affect the market price of Class A Common Stock.
The market price of our Class A Common Stock has been, and is likely to continue to be, highly volatile, and you may lose some or all of your investment.
The market price of our Class A Common Stock has fluctuated, and may continue to fluctuate, significantly due to a number of factors, some of which may be beyond our control, including those factors discussed in this Risk Factors section and many others, such as:
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actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in its quarterly and annual results;
developments involving our competitors;
changes in laws and regulations affecting our business;
variations in our operating performance and the performance of its competitors in general;
the publics reaction to our press releases, its other public announcements and its filings with the SEC;
additions and departures of key personnel;
announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;
our failure to meet the estimates and projections of the investment community or that it may otherwise provide to the public;
publication of research reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;
changes in the market valuations of similar companies;
overall performance of the equity markets;
sales of Class A Common Stock by us or our stockholders in the future;
trading volume of Class A Common Stock;
significant lawsuits, including stockholder litigation;
failure to comply with the requirements of Nasdaq;
the impact of any natural disasters, pandemics, epidemics, or other public health emergencies;
general economic, industry and market conditions and other events or factors, many of which are beyond our control; and
changes in accounting standards, policies, guidelines, interpretations, or principles.
Volatility in the price of our Class A Common Stock could subject us to securities class action litigation.
In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If we face such litigation, it could result in substantial costs and a diversion of managements attention and resources, which could harm our business.
If securities or industry analysts do not publish research or reports about us, or publish negative reports, then our stock price and trading volume could decline.
The trading market for our Class A Common Stock will depend, in part, on the research and reports that securities or industry analysts publish about us. We do not have any control over these analysts. If our financial performance fails to meet analyst estimates or one or more of the analysts who cover us downgrade our Class A Common Stock or change their opinion, then the market price of our Class A Common Stock would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the market price of our Class A Common Stock or trading volume to decline.
We have incurred and will continue to incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, results of operations, and financial condition.
As a public company, we are subject to the reporting requirements of the Exchange Act, the listing standards of Nasdaq, and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems and resources. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public
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companies, our managements attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. Although we have already hired additional employees and engaged outside consultants to assist us in complying with these requirements, we will need to hire more employees in the future or may need to engage additional outside consultants, which will increase our operating expenses.
In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. These factors could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of managements time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on our audit committee and compensation committee, and qualified executive officers. As a result of disclosure of information in this Report and in our other public filings, our business and financial condition will become more visible, which may result in pricing pressure from customers or an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and harm our business.
We have identified material weaknesses in our internal control over financial reporting in the past. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.
Prior to the Closing of the Business Combination, Legacy Banzai was a private company with limited accounting personnel to adequately execute its accounting processes and limited supervisory resources with which to address its internal control over financial reporting. In connection with the audit of Legacy Banzais financial statements as of and for the year ended December 31, 2022 and continuing through the year ended December 31, 2024, the Company identified material weaknesses in its internal control over financial reporting; the Company has also identified material weaknesses in 2025. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Legacy Banzais annual or interim financial statements will not be prevented or detected on a timely basis.
Legacy Banzai did not design or maintain an effective control environment under the rules and regulations of the SEC. Accordingly and specifically, (i) management does not have appropriate IT general controls in place over change management, user access, cybersecurity, and reviews of service organizations, (ii) management does not have suitable entity level controls in place in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (COSO), including reviews of the financial statements, and certain entity level controls were not performed by management, and (iii) pervasive transactional and account level reconciliations and analyses are not performed, or not performed with sufficient detail to prevent or detect a material weakness. These issues related to management's controls over the review of complex significant transactions, complex debt and equity, income and sales taxes, and revenue recognition.
We have taken certain steps, such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement our internal resources, to enhance our internal control environment and plans to take additional steps to remediate the material weaknesses. Although we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take. We cannot assure you that the measures taken to date and to be taken in the future, will be sufficient to remediate the control deficiencies that led to Legacy Banzais material weakness in internal control over financial reporting or that it will prevent or avoid potential future material weaknesses. If the steps we take do not correct the material weakness in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.
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Any failure to remediate existing material weaknesses, or to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A Common Stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. We will not be required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and will therefore not be required to make a formal assessment of the effectiveness of control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer a smaller reporting company and a non-accelerated filer as defined in Item 10(f)(1) of Regulation S-K, and Rule 12b-2 of the Exchange Act, respectively. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Class A Common Stock.
Our executive officers and directors collectively beneficially own approximately 27.1% of the voting power of our outstanding Common Stock and may have significant influence over the outcome of important transactions, including a change in control.
Our executive officers and directors, in the aggregate, beneficially own approximately 27.1% of the voting power of our outstanding shares of Common Stock as of the date of this Report, based on the number of shares outstanding as of March 27, 2026. As a result, these stockholders, if acting together, may be able to significantly influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions, or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. This significant ownership position may have the effect of delaying, preventing, or deterring a change in control of the Company, could deprive our stockholders of an opportunity to receive a premium for their Class A Common Stock as part of the sale of the Company, and might ultimately affect the market price of our Class A Common Stock.
It is not currently anticipated that we will pay dividends on shares of our Class A Common Stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the market price of Class A Common Stock.
It is currently anticipated that we will retain future earnings for the development, operation, and expansion of the business, and we do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to our stockholders will therefore be limited to the appreciation of their shares of Class A Common Stock. There is no guarantee that shares of Class A Common Stock will appreciate in value or even maintain the price at which stockholders have purchased their shares of Class A Common Stock.
The DGCL and our Charter and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Our Charter, our Bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of our Class A Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting changes in our management. Among other things, our Charter and/or Bylaws include provisions regarding:
that shares of our Class B Common Stock are entitled to 10 votes per share;
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the ability of the Board to issue shares of Preferred Stock, $0.0001 par value per share (Preferred Stock), including blank check preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
the ability of our stockholders to take action by written consent in lieu of a meeting;
the limitation of the liability of, and the indemnification of, our directors and officers;
the requirement that a special meeting of stockholders may be called only by a majority of the entire Board, the chairperson of the Board or the Chief Executive Officer which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;
controlling the procedures for the conduct and scheduling of Board and stockholder meetings;
the ability of the Board to amend the Bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and
advance notice procedures with which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirers own slate of directors or otherwise attempting to obtain control of us.
Likewise, because our principal executive offices are located in Washington, the anti-takeover provisions of the Washington Business Corporation Act (the WBCA) may apply to us under certain circumstances now or in the future. These provisions prohibit a target corporation from engaging in any of a broad range of business combinations with any stockholder constituting an acquiring person for a period of five years following the date on which the stockholder became an acquiring person.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or our management.
In addition, our Charter includes a provision substantially similar to Section 203 of the DGCL, which may prohibit certain stockholders holding 15% or more of our outstanding capital stock from engaging in certain business combinations with us for a specified period of time.
Our Charter designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which restricts our stockholders ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
Our Charter provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of claims or causes of action under Delaware statutory or common law: any derivative claims or causes of action brought on our behalf; any claims or causes of action asserting a breach of a fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our Charter, or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. In addition, our Charter provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. These choice of forum provisions will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Such provisions are intended to benefit and may be enforced by us and our officers and directors, employees and agents.
These provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. These choice of forum provisions may limit a stockholders ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims or make such lawsuits more costly for stockholders, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance
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that such provisions will be enforced by a court in those other jurisdictions. If a court were to find either choice of forum provisions contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.
We are a smaller reporting company. We cannot be certain whether the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors or otherwise limit our ability to raise additional funds.
We are a smaller reporting company under applicable securities regulations. A smaller reporting company is a company that, as of the last business day of its most recently completed fiscal quarter, has an aggregate market value of the companys voting stock held by non-affiliates, or public float, of less than $250 million, or has annual revenues less than $100 million and either no public float or public float less than $750 million. SEC rules provide that companies with a non-affiliate public float of less than $75 million may only sell shares under a Form S-3 shelf registration statement, during any 12-month period, in an amount less than or equal to one-third of the public float. If we do not meet this public float requirement, any offering by us under a Form S-3 will be limited to raising an aggregate of one-third of our public float in any 12-month period. In addition, a smaller reporting company is able to provide simplified executive compensation disclosures in its filings, is exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that an independent registered public accounting firm provide an attestation report on the effectiveness of internal control over financial reporting if its public float is less than $70 million, and has certain other reduced disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Reduced disclosure in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze its results of operations and financial prospects.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We will base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, as provided in the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our financial statements include, but are not limited to, estimates of impairment on goodwill, recognition and measurement of convertible notes, warrants and SAFEs, including the valuation of the bifurcated embedded derivatives liabilities, and recognition and measurement of stock-based compensation. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A Common Stock.
Additionally, we will regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards, and changes in their interpretation, we might be required to change our accounting policies, alter our operational policies, and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our published financial statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on our reputation, business, financial position, and profit.
We may issue additional shares of Common Stock or Preferred Stock, including under our equity incentive plan. Any such issuances would dilute the interest of our stockholders and likely present other risks.
We may issue a substantial number of additional shares of Common Stock or Preferred Stock, including under our 2023 equity incentive plan. Any such issuances of additional shares of Common Stock or Preferred Stock:
may significantly dilute the equity interests of our investors;
may subordinate the rights of holders of Common Stock if preferred stock is issued with rights senior to those afforded our Common Stock;
could cause a change in control if a substantial number of shares of our Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and
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may adversely affect prevailing market prices for our Common Stock and/or Public Warrants.
Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to our registration statements could reduce the market price of Class A Common Stock.
Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to our resale registration statements (collectively, the Resale Registration Statements) could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the market price of Class A Common Stock. In particular, until such time as it is no longer effective, the Resale Registration Statements permit the resale of shares held by Mr. Joseph Davy, including shares of both Class A Common Stock and Class B Common Stock, subject, in each case, to the applicable lock-up periods. The resale, or expected or potential resale, of a substantial number of shares of our Class A Common Stock in the public market could adversely affect the market price for Class A Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate. Furthermore, we expect that, because there is a large number of shares registered pursuant to the Resale Registration Statements, the selling securityholders will continue to offer the securities covered thereby pursuant to the Resale Registration Statements or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to any of our registration statements may continue for an extended period of time. We may also file additional registration statements in connection with the possible sale of other securities.
Holders of convertible promissory notes have certain rights upon an event of default under their respective agreements that could harm our business, financial condition and results of operations and could require us to curtail or cease our operations.
In the past, we have issued, and in the future we may issue, convertible promissory notes or other convertible debt instruments. These instruments may include terms that provide the holders with certain rights and remedies upon an event of default, which could require us to make cash payments, issue shares of our Class A Common Stock, take other actions that could be costly or restrictive, or otherwise harm our business, financial condition and results of operations.
For example, we issued senior secured convertible notes on June 27, 2025, August 19, 2025, and October 8, 2025 for an aggregate original principal amount of $6.9 million. Events of default under convertible promissory notes and similar instruments are defined in the applicable transaction documents, and may include, among other things, failures to pay amounts when due (subject to any applicable cure periods), failures to meet certain filing, reporting, or registration-related deadlines, defaults on other indebtedness above specified thresholds, certain bankruptcy- or insolvency-related events, failures to timely deliver shares upon conversion, and suspensions of trading or listing of our Class A Common Stock for specified periods, among other events.
If an event of default were to occur under any such instruments, holders may have rights that could include requiring redemption or repayment (potentially at a premium), exercising other contractual remedies, and/or converting amounts due into shares of our Class A Common Stock on terms that may be unfavorable to us. The exercise of any of the above rights upon an event of default could substantially harm our financial condition and force us to curtail or even cease our operations. See Note 12 Debt to the consolidated financial statements and Managements Discussion and Analysis Liquidity and Capital Resources for additional information regarding these notes and the related arrangements.
The exclusive forum clause set forth in the Warrant Agreement may have the effect of limiting an investors rights to bring legal action and could limit the investors ability to obtain a favorable judicial forum.
The Warrant Agreement, dated December 22, 2020, with Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agreement), provides that (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York and (ii) we irrevocably submit to such jurisdiction, which jurisdiction will be exclusive. We have waived or will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. However, there is uncertainty as to whether a court would enforce these provisions and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United
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States of America are the sole and exclusive forum. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in any of the Public Warrants shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a foreign action) in the name of any holder of the Public Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an enforcement action), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holders counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit a warrant holders ability to bring a claim in a judicial forum that it finds favorable, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and our Board.
Outstanding warrants to purchase shares of our Class A Common Stock (the Warrants) may never be in the money and they may expire worthless and therefore we may not receive cash proceeds from the exercise of the Warrants. The terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding applicable Warrants approve of such amendment.
As of the date of this Report, we have outstanding warrants, including public warrants originally issued in 7GCs initial public offering (the "Public Warrants") and warrants issued to other investors in connection with various financings that the Company has completed (collectively, the Warrants).
The exercise of Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our Class A Common Stock and the spread between the exercise price of the Warrant and the price of our Class A Common Stock at the time of exercise. There can be no assurance that our Warrants will be in the money prior to their expiration.
Our Public Warrants under certain conditions, as described in the Warrant Agreement, are redeemable by us at a price of $0.01 per warrant. The GEM Warrant is not redeemable and, like some of the other outstanding Warrants, is exercisable on a cash or cashless basis; if such Warrants are exercised on a cashless basis, whether or not they are in the money, we will not receive cash for such exercise. As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants.
The Warrant Agreement for the Public Warrants permits amendments to the terms of the Public Warrants in certain circumstances. In particular, subject to the terms of the Warrant Agreement, amendments that affect the interests of holders of the Public Warrants may be approved by holders of at least 50% of the then outstanding Public Warrants, which could allow the Public Warrants to be amended in a manner adverse to a holder, including by increasing the exercise price, shortening the exercise period, or decreasing the number of shares purchasable upon exercise of a Public Warrant.
See Note 13 Warrant Liabilities to the consolidated financial statements for additional information regarding the Warrants, including the number of shares underlying the Warrants, exercise prices and expiration dates.
We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.
We have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of the underlying Class A Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). Redemption of the outstanding Public Warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price
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which, at the time the outstanding warrants are called for redemption, the Company expects would be substantially less than the market value of your warrants. Shares of Class A Common Stock have never traded above $18.00 per share.
We have no obligation to notify holders of the Public Warrants that they have become eligible for redemption. However, pursuant to the Warrant Agreement, in the event we decide to redeem the Public Warrants, we are required to mail notice of such redemption to the registered warrant holders not less than 30 days prior to the redemption date. The warrants may be exercised any time after notice of redemption is given and prior to the redemption date.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
We maintain a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats.
The underlying processes and controls of our cyber risk management program incorporate recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and processes and controls supporting requirements with the General Data Protection Regulation (GDPR). The NIST CSF offers a thorough set of guidelines and best practices to help establish a strong cybersecurity posture. Utilizing NIST CSF enables us to systemically identify, assess, and manage cybersecurity risks most relevant and impactful to our business operations. It is important to note that using the NIST CSF as a guide does not imply our cybersecurity program meets any specific technical standards or requirements.
We have an annual assessment performed by a third-party specialist of the cyber risk management program against the NIST CSF. The annual risk assessment identifies, quantifies, and categorizes material cyber risks. In addition, we, in conjunction with the third-party cyber risk management specialists, develop a Risk Mitigation Plan to mitigate such risks, and where necessary, remediate potential vulnerabilities identified through the annual assessment process.
We maintain policies over areas such as information security, incident management, business continuity, IT change and configuration management, acceptable use and access on/offboarding to help govern the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities. We partner with industry recognized cybersecurity providers leveraging third-party technology and expertise. We engage with these partners to monitor and maintain the performance and effectiveness of IT assets, data, and services that are deployed in our IT environment.
Cybersecurity partners, including assessors, consultants, advisors and other third-party service providers, are a key part of our cybersecurity risk management strategy and infrastructure. We partner with industry recognized cybersecurity providers leveraging third-party technology and expertise and engage with these partners to monitor and maintain the performance and effectiveness of IT assets, data and services. The cybersecurity partners provide services including, but not limited to, configuration management, vulnerability scans, network protection and monitoring, remote monitoring and management, user activity monitoring, data backups management, infrastructure maintenance, cybersecurity strategy, and cyber risk advisory, assessment, and remediation.
We have implemented third-party risk management processes to manage the risks associated with reliance on vendors, critical service providers, and other third-parties that may lead to a service disruption or an adverse cybersecurity incident. This includes vendor due diligence prior to onboarding, a review of System and Organization Control (SOC) reports on an annual basis, regular review of vendor contracts, and compliance with service level agreements (SLAs).
In evaluating the risks identified as a result of the annual cybersecurity assessment process, our cybersecurity partners assist the Company to assess the likelihood, severity, and impact of relevant risks, including the impact on employees, stakeholders, and vendors. These risks are prioritized and monitored by the cybersecurity partners and management of the Company.
Our cybersecurity program includes an incident response plan that includes all relevant and critical members of management and third-party service providers alike. The team is responsible for assessing and managing cybersecurity
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incident response processes, response times, and communication plans in the event corrective actions and mitigation procedures are required to isolate and eradicate an incident.
Our management team, in conjunction with the Chief Technology Officer and cybersecurity service providers are responsible for oversight and administration of our cyber risk management program, and for informing senior management and other relevant stakeholders regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents. The management team has prior experience selecting, deploying, and overseeing cybersecurity technologies, initiatives, and processes directly or via selection of strategic third-party partners. Management relies on threat intelligence as well as other information obtained from governmental, public or private sources, including external consultants engaged in strategic cyber risk management, advisory and decision making.
Our Audit Committee oversees our cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. The cybersecurity stakeholders, including member(s) of management assigned with cybersecurity oversight responsibility and/or third-party consultants providing cyber risk services brief the Audit Committee on cyber threats and vulnerabilities identified through the risk management process, the effectiveness of our cyber risk management program, and the emerging threat landscape and new cyber risks on at least an annual basis. This includes updates on our processes to prevent, detect, and mitigate cybersecurity incidents. In addition, cybersecurity risks are reviewed by our Board at least annually, as part of the Companys corporate risk oversight processes.
We face risks from cybersecurity threats that could have a material adverse effect on our business, financial condition, results of operations, cash flows or reputation. We acknowledge that the risk of a cyber incident is prevalent in the current threat landscape and that a future cyber incident may occur in the normal course of our business. However, prior cybersecurity incidents have not had a material adverse effect on our business, financial condition, results of operations, or cash flows. We proactively seek to detect and investigate unauthorized attempts and attacks against our IT assets, data, and services, and to prevent their occurrence and recurrence where practical through changes or updates to our internal processes and tools and changes or updates to our service delivery; however, potential vulnerabilities to known or unknown threats will remain. Further, there is increasing regulation regarding responses to cybersecurity incidents, including reporting to regulators, investors, and additional stakeholders, which could subject us to additional liability and reputational harm. In response to such risks, we have implemented initiatives such as the cybersecurity risk assessment process and developed an incident response plan. See Item 1A. "Risk Factors" for more information on our cybersecurity risks.
Item 2. Properties.
We lease office space for our principal executive office located at 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. As of December 31, 2025, this space consists of approximately 2,000 square feet and the lease expires in October 2027. As a remote-first organization, we believe this facility is adequate and suitable for our current and anticipated future needs.
Item 3. Legal Proceedings.
From time to time, we may be party to litigation and subject to claims incident to the ordinary course of our business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows, or financial position. We are not presently party to any legal proceedings that, in the opinion of management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrants 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 Consultants 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 Companys 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 Companys 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 Companys 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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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated audited financial statements and related notes included in Part II, Item 8 of this Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the section titled Risk Factors and elsewhere in this Form 10-K.
Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.
Overview
Banzai is a Marketing Technology (MarTech) company that produces data-driven marketing and sales solutions for businesses of all sizes. Our mission is to help our customers accomplish their mission - by enabling better marketing, sales, and customer engagement outcomes. Banzai endeavors to acquire companies strategically positioned to enhance our product and service offerings, increasing the value provided to current and prospective customers.
Banzai was founded in 2015. The first product Banzai launched was Reach, a SaaS and managed services offering designed to increase registration and attendance of marketing events, followed by the acquisition of Demio, a SaaS solution for webinars designed for marketing, sales, and customer success teams, in 2021 and the launch of Boost, a SaaS solution for social sharing designed to increase attendance for Demio-hosted events by enabling easy social sharing by event registrants, in 2023. We acquired OpenReel in 2024, and both Vidello and the assets of Superblocks in 2025, further expanding our platform and customer base.
Our customer base comes from a variety of industries, including (among others) healthcare, financial services, e-commerce, technology and media, in over 90 countries. Our customers range in size from solo entrepreneurs and small businesses to Fortune 500 companies. 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 sell our products using a recurring subscription license model typical in SaaS businesses. Pricing tiers for our main product, Demio, are based on the number of host-capable users, desired feature sets, and maximum audience size. Boost pricing tiers are based on the Demio plan to which the customer subscribes. Reach pricing is based on the number of event campaigns a customer has access to run simultaneously or the maximum number of registrations a customer is allowed to generate per subscription period. Our customer contracts vary in term length from single months to multiple years.
Full Year 2025 Financial and Operational Highlights
Revenue grew 168.6% to $12.2 million for full year 2025 compared to 2024. Total cost of revenue increased only 53.8% year over year, resulting in improved gross profit.
Gross profit reached $10.0 million for full year 2025, compared to $3.1 million in 2024. Gross profit was 82.0% in full year 2025 compared to 68.6% in 2024.
Net loss decreased to $22.5 million for full year 2025, compared to $31.5 million in 2024, which represents a $9.0 million improvement year over year.
Stockholders' equity increased $10.8 million to $8.1 million as of December 31, 2025. The company made substantial improvements to the balance sheet during 2025.
Executed a payoff and debt conversion agreement for approximately $4.3 million in outstanding senior secured debt. The decision by senior debt holders to convert into equity reflects a strong vote of confidence in our vision and trajectory.
Secured an $11 million debt facility in June 2025 with an institutional investor to support ongoing operations and solidify the foundation for future growth.
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Expanded our customer base to over 150,000 cumulative total customers that have used Banzai products as of December 31, 2025. Customers include blue chip names across healthcare, financial services, e-commerce, technology, and media, with customers in over 90 countries.
Acquired Vidello, a platform of a suite of products for 3D video creation, royalty free music, and video marketing. Vidello offers a comprehensive video hosting and marketing suite that provides entrepreneurs, startups, agencies, and online businesses with tools to grow their businesses.
Acquired the assets of Superblocks, an agentic AI platform for developing and hosting SEO-optimized websites, landing pages, and registration pages. The platform allows marketers to create and host websites using conversational AI, addressing problems that traditionally required rigid template-based site builders or extensive web development expertise.
An institutional investor increased their direct equity stake to 18.7% following the exercise of warrants. We believe this demonstrates their confidence in our long-term strategy.
Established strong pipeline focused on the BFSI (banking, financial services, insurance, and FinTech) segment with multiple seven-figure deals. We are seeing substantial improvements in our pipeline, especially for mid-market and enterprise customers.
Successfully shifted CreateStudio revenue model from one-time license to recurring subscription revenue. The vast majority of CreateStudio revenue is now recurring, with a very effective customer upsell program running.
Summary of our recent acquisitions
Superblocks
On November 7, 2025, we acquired the assets of Superblocks, a privately-held Agentic AI platform for developing and hosting launch-ready SEO-optimized websites. The Superblocks platform allows marketers to easily create and host websites, landing pages, and simple web applications using conversational AI.
Vidello
On January 31, 2025, we acquired Vidello, a platform of a suite of products for 3D video creation, royalty free music, and video marketing. Vidello offers a comprehensive video hosting and marketing suite that provides entrepreneurs, startups, agencies, and online businesses with tools to grow their businesses. At the acquisition date, Vidello had over 90,000 customers, and their flagship CreateStudio product has been named a Top 3 Best Rated product in the video maker category by Capterra, and a High Performer by G2.
OpenReel
On December 18, 2024, we acquired OpenReel, a leading enterprise video creation and management solution that empowers companies to create high-quality content at scale and on brand. OpenReel enables businesses of all sizes to cut down on the time-and resource-intensive process of video creation and scale content creation initiatives efficiently, effectively, and securely. OpenReel is trusted by a wide range of customers from small businesses to Fortune 500 companies. OpenReel is based in New York, with its team distributed worldwide. OpenReels enterprise customer base includes global organizations, such as Bristol Myers Squibb, Ingram Micro, DXC Technology, Insider Inc., and US Steel.
These acquisitions are a key part of our vision to build a comprehensive suite of AI-powered marketing tools that make marketers' lives faster and easier. For more information regarding these acquisitions, See Note 4 Acquisitions included in our consolidated financial statements in this Report.
Transaction Announcement
As noted in Item 1. Business, on March 23, 2026, the Company announced that it reached an agreement on terms to acquire assets of ConnectAndSell. The acquisition is expected to increase Banzais annual revenue by approximately $15 million. The two companies have executed a non-binding letter of intent, and the final transaction is expected to close in early second quarter 2026, subject to execution of a definitive agreement and closing conditions.
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Terminated Act-On Merger
We entered into an Agreement and Plan of Merger, dated January 22, 2025, with Act-On Software, Inc., a Delaware corporation (Act-On). Although the Company worked diligently to complete all closing conditions of the Plan of Merger, due to market conditions, on June 6, 2025, Act-On served Banzai with a notice of termination to terminate the Merger Agreement and any related agreements (collectively, the Transaction Documents). As per the Transaction Documents, within five calendar days, the Company was required to pay certain termination fees including $500,000 in liquidated damages to cover certain transaction expenses that Act-On incurred in connection with the merger and $882,030 in additional interest and extension fees associated with one of Act-Ons outstanding debts that the Company had intended to payoff in connection with the merger. As of December 31, 2025, the Company had paid the total amount owed of approximately $1,382,030 to Act-On.
The Business Combination and Public Company Costs
The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, 7GC was treated as the acquired company for financial statement reporting purposes. Accordingly, for accounting purposes, the financial statements of Banzai represent a continuation of the financial statements of Legacy Banzai with the Business Combination treated as the equivalent of Legacy Banzai issuing stock for the net assets of 7GC, accompanied by a recapitalization. The net assets of 7GC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy Banzai in this and future reports of Banzai.
Due to the Business Combination, we became the successor to an SEC-registered and Nasdaq-listed company, which required Banzai to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We incurred and expect to incur additional annual expenses as a public company for, among other things, directors and officers liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. We are classified as a smaller reporting company. As a result, we have been provided with certain disclosure and regulatory relief. Our future results of operations and financial position may not be comparable to Legacy Banzais historical results of operations and financial position as a result of the Business Combination.
42
Results of Operations
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
12,161 |
|
|
$ |
4,528 |
|
|
$ |
7,633 |
|
|
|
168.6 |
% |
|
|
Cost of revenue |
|
|
2,189 |
|
|
|
1,423 |
|
|
|
766 |
|
|
|
53.8 |
% |
|
|
Gross profit |
|
|
9,972 |
|
|
|
3,105 |
|
|
|
6,867 |
|
|
|
221.2 |
% |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
27,287 |
|
|
|
16,549 |
|
|
|
10,738 |
|
|
|
64.9 |
% |
|
|
Depreciation and amortization expense |
|
|
1,150 |
|
|
|
24 |
|
|
|
1,126 |
|
|
nm |
|
|
|
Total operating expenses |
|
|
28,437 |
|
|
|
16,573 |
|
|
|
11,864 |
|
|
|
71.6 |
% |
|
|
Operating loss |
|
|
(18,465 |
) |
|
|
(13,468 |
) |
|
|
(4,997 |
) |
|
|
37.1 |
% |
|
|
Other expenses (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GEM settlement fee expense |
|
|
|
|
|
|
200 |
|
|
|
(200 |
) |
|
|
-100.0 |
% |
|
|
Interest income |
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
|
nm |
|
|
|
Interest expense |
|
|
1,228 |
|
|
|
|
|
|
|
1,228 |
|
|
nm |
|
|
|
Interest expense related party |
|
|
1,157 |
|
|
|
3,047 |
|
|
|
(1,890 |
) |
|
|
-62.0 |
% |
|
|
Gain on extinguishment of liabilities |
|
|
(4,489 |
) |
|
|
(681 |
) |
|
|
(3,808 |
) |
|
|
559.2 |
% |
|
|
Gain on release of Vidello revenue holdback |
|
|
(973 |
) |
|
|
|
|
|
|
(973 |
) |
|
nm |
|
|
|
Loss on debt issuance |
|
|
444 |
|
|
|
653 |
|
|
|
(209 |
) |
|
|
-32.0 |
% |
|
|
Loss on Private Placement Issuance |
|
|
4,874 |
|
|
|
|
|
|
|
4,874 |
|
|
nm |
|
|
|
Loss on issuance of term notes |
|
|
111 |
|
|
|
|
|
|
|
111 |
|
|
nm |
|
|
|
Loss on issuance of convertible bridge notes |
|
|
153 |
|
|
|
|
|
|
|
153 |
|
|
nm |
|
|
|
Loss on conversion and settlement of Alco promissory notes related party |
|
|
|
|
|
|
4,809 |
|
|
|
(4,809 |
) |
|
|
-100.0 |
% |
|
|
Loss on conversion and settlement of CP BF notes related party |
|
|
|
|
|
|
6,529 |
|
|
|
(6,529 |
) |
|
|
-100.0 |
% |
|
|
Loss on extinguishment of debt, net |
|
|
2,403 |
|
|
|
1,072 |
|
|
|
1,331 |
|
|
|
124.2 |
% |
|
|
Change in fair value of warrant liability |
|
|
(1,244 |
) |
|
|
(626 |
) |
|
|
(618 |
) |
|
|
98.7 |
% |
|
|
Change in fair value of warrant liability related party |
|
|
(2 |
) |
|
|
(573 |
) |
|
|
571 |
|
|
|
-99.7 |
% |
|
|
Change in fair value of bifurcated embedded derivative assets related party |
|
|
54 |
|
|
|
(51 |
) |
|
|
105 |
|
|
|
-205.9 |
% |
|
|
Change in fair value of convertible notes |
|
|
(1,987 |
) |
|
|
693 |
|
|
|
(2,680 |
) |
|
|
-386.7 |
% |
|
|
Change in fair value of term notes |
|
|
173 |
|
|
|
89 |
|
|
|
84 |
|
|
|
94.4 |
% |
|
|
Change in fair value of convertible bridge notes |
|
|
(46 |
) |
|
|
(10 |
) |
|
|
(36 |
) |
|
|
360.0 |
% |
|
|
Yorkville prepayment premium expense |
|
|
|
|
|
|
81 |
|
|
|
(81 |
) |
|
|
-100.0 |
% |
|
|
Loss on Yorkville SEPA advances |
|
|
974 |
|
|
|
|
|
|
|
974 |
|
|
nm |
|
|
|
Vidello earnout expense |
|
|
486 |
|
|
|
|
|
|
|
486 |
|
|
nm |
|
|
|
Failed acquisition costs |
|
|
1,382 |
|
|
|
|
|
|
|
1,382 |
|
|
nm |
|
|
|
Goodwill impairment |
|
|
|
|
|
|
2,725 |
|
|
|
(2,725 |
) |
|
|
-100.0 |
% |
|
|
Other (income) expense, net |
|
|
(727 |
) |
|
|
88 |
|
|
|
(815 |
) |
|
nm |
|
|
|
Total other expenses, net |
|
|
3,968 |
|
|
|
18,045 |
|
|
|
(14,077 |
) |
|
|
-78.0 |
% |
|
|
Loss before income taxes |
|
|
(22,433 |
) |
|
|
(31,513 |
) |
|
|
|
|
|
0.0 |
% |
|
|
Income tax expense |
|
|
61 |
|
|
|
|
|
|
|
61 |
|
|
nm |
|
|
|
Net loss |
|
$ |
(22,494 |
) |
|
$ |
(31,513 |
) |
|
$ |
9,019 |
|
|
|
-28.6 |
% |
|
43
The percentage changes included in the tables herein that are not considered meaningful are presented as nm."
Comparison of years ended December 31, 2025 and 2024
Revenue Analysis
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Revenue |
|
$ |
12,161 |
|
|
$ |
4,528 |
|
|
$ |
7,633 |
|
|
|
168.6 |
% |
|
The revenue increase was primarily due to the acquisitions of OpenReel in December 2024 and Vidello in January 2025. Revenue from OpenReel and Vidello was approximately $5,473 thousand and $2,261 thousand, respectively, for the year ended December 31, 2025. Revenue from Banzai Operating increased by approximately $121 thousand.
Cost of Revenue Analysis
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Cost of revenue |
|
$ |
2,189 |
|
|
$ |
1,423 |
|
|
$ |
766 |
|
|
|
53.8 |
% |
|
The cost of revenue increase was primarily due to the acquisitions of OpenReel and Vidello. Cost of revenue from OpenReel and Vidello was approximately $310 thousand and $402 thousand, respectively, for the year ended December 31, 2025. Cost of revenue from Banzai Operating increased by approximately $69 thousand.
Gross Profit Analysis
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Gross profit |
|
$ |
9,972 |
|
|
$ |
3,105 |
|
|
$ |
6,867 |
|
|
|
221.2 |
% |
|
The gross profit increase was primarily due to the acquisitions of OpenReel and Vidello as described above. Gross profit from OpenReel and Vidello was approximately $5,163 thousand and $1,860 thousand, respectively, for the year ended December 31, 2025, and Banzai Operating was approximately $52 thousand.
Operating Expense Analysis
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Total operating expenses |
|
$ |
28,437 |
|
|
$ |
16,573 |
|
|
$ |
11,864 |
|
|
|
71.6 |
% |
|
Total operating expenses increased primarily due to the acquisitions of OpenReel and Vidello, which were approximately $6.1 million and $1.9 million, respectively, for the year ended December 31, 2025. Additionally the increase was due to an overall increase in salaries and related expenses of approximately $1.6 million primarily driven by stock-based compensation expense, marketing expenses by approximately $0.6 million, and costs associated with audit, technical accounting, and legal and other professional services of approximately $1.8 million.
Other Expense Analysis
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Total other expenses, net |
|
$ |
3,968 |
|
|
$ |
18,045 |
|
|
$ |
(14,077 |
) |
|
|
-78.0 |
% |
|
44
For the year ended December 31, 2025, we reported total other income of approximately $4.0 million. The change in other expenses (income), net was primarily driven by the following:
Total interest expense of approximately $2.4 million recognized during the year ended December 31, 2025 compared to $3.0 million during the year ended December 31, 2024.
Gain on extinguishment of liabilities of approximately $4.5 million recognized during the year ended December 31, 2025 compared to $0.7 million recognized during the year ended December 31, 2024.
Loss on issuance of debt of approximately $0.4 million during the year ended December 31, 2025 compared to $0.7 million during the year ended December 31, 2024.
Loss on Private Placement Issuance of debt of approximately $4.9 million during the year ended December 31, 2025.
Loss on extinguishment of debt, net of approximately $2.4 million during the year ended December 31, 2025 compared to $1.1 million during the year ended December 31, 2024.
Change in fair value of convertible notes was a gain of approximately $2.0 million during the year ended December 31, 2025 compared to a loss of approximately $0.7 million during the year ended December 31, 2024.
Loss on SEPA advances to Yorkville of approximately $1.0 million during the year ended December 31, 2025.
Costs related to the terminated Act-On acquisition of $1.4 million during the year ended December 31, 2025.
Loss on conversion and settlement of CP BF notes of approximately $6.5 million during the year ended December 31, 2024.
Loss on conversion and settlement of Alco promissory notes of approximately $4.8 million during the year ended December 31, 2024.
Goodwill impairment loss associated with the OpenReel acquisition of approximately $2.7 million during the year ended December 31, 2024.
Provision for Income Taxes
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Income tax expense |
|
$ |
61 |
|
|
$ |
|
|
|
$ |
61 |
|
|
|
1614.3 |
% |
|
Due to our history of losses since inception, there is not enough evidence at this time to support that we will generate future income of a sufficient amount and nature to utilize the benefits of our net deferred tax assets associated with the U.S. taxing jurisdiction. Accordingly, the U.S. deferred tax assets have been reduced by a full valuation allowance, since we cannot currently support that realization of our deferred tax assets is more likely than not.
At December 31, 2025, we had no unrecognized tax benefits that would impact our effective tax rate if recognized.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. On a recurring basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions
45
in an estimate, if any, will be reflected in the consolidated financial statements prospectively from the date of the change in the estimate.
We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Impairment of goodwill
Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2025, the Company had three operating segments, which were deemed to be its reporting units, for the purpose of evaluating goodwill impairment, and the annual impairment test is performed as of December 31.
The Companys impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is "more likely than not that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is not likely that the fair value of the reporting unit is less than its carrying value, then no further testing is required.
The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches.
As of the annual impairment testing date of December 31, 2025, the Company performed a quantitative assessment by estimating the fair value of the Company using the market capitalization method of the market approach and an income valuation methodology, consisting of a discounted cash flow analysis and market valuation methodologies, consisting of the guideline public company and guideline transaction methods.
The market capitalization method calculated the aggregate market value of the Company based on the total number of outstanding shares of common and preferred stock and the market prices of the shares as of the assessment date.
The discounted cash flow (DCF) estimated the present value of future cash flows. A DCF analysis requires significant judgment to model financial forecasts, which included revenue growth, cost of sales as a percentage of revenue, gross profit margin, operating expenses as a percentage of revenue, EBITDA margin, EBITDA growth, industry and economic trends, and other relevant considerations. For periods beyond those forecasted, a terminal value was estimated based on an assumed long-term growth rate, which was derived using the Gordon Growth Model. The discount rate applied to the forecasted cash flows was calculated using a build-up approach, which starts with the risk-free interest rate, which was then calibrated for market and small stock risk premiums, including a beta, equity risk, size, and small stock risk premiums to reflect risks and uncertainties in the financial market and in the Companys business projections.
The market approach for the guideline public company method utilizes observable market data from comparable public companies, including revenue multiples, to estimate the Companys fair value. This approach also incorporates a control premium to represent the Companys expectation of a hypothetical acquisition. The market approach for the guideline transaction method utilizes observable transactions of actual prices paid for target companies that operated in comparable industries or markets facing similar risks. Both methods of the market approach require judgment in the selection of comparable companies or comparable transactions and includes those with similar business activities, and related operating environments.
The results of the quantitative assessment indicated that the fair value of each of the Company's reporting units exceeded its carrying value, therefore no goodwill impairment was recognized for the year ended December 31, 2025.
Significant negative industry or economic trends, including declines in the market price of the Companys stock, reduced estimates of future cash flows or business disruptions could result in impairments to goodwill in the future, which would result in recording an impairment loss. Any resulting impairment loss could have a material adverse impact on the Companys financial condition and results of operations. Management evaluates the economic conditions in between reporting periods for triggering events.
46
Business combinations
The Company accounts for business combinations under the acquisition method of accounting, which requires the recognition of acquired tangible and identifiable intangible assets and assumed liabilities at their acquisition date fair values. These fair values are a result of valuation techniques that use significant assumptions that are subject to a high degree of judgment. The excess of the acquisition price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to acquired entities are included prospectively beginning with the date of acquisition. Acquisition-related costs are expensed as incurred.
Fair value estimates under the Fair Value Option
The Company measures certain debt instruments at fair value on a recurring basis. Fair value is defined as the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The determination of fair value requires management judgment, including the selection of valuation methodologies and the use of assumptions that may not be observable in the market.
The Company has elected the fair value option for certain debt instruments that contain conversion features. When the fair value option is elected, the note is measured at fair value at each reporting date as a single unit of account, and changes in fair value are recognized in earnings.
The Companys election of the fair value option results in recurring fair value measurements that are considered a critical accounting estimate due to the judgment required in estimating fair value and the sensitivity of the measurement to changes in assumptions. The fair value of these debt instruments are estimated using valuation techniques that incorporate inputs that may not be observable in the market and, accordingly, the fair value measurements are generally classified within Level 3 of the fair value hierarchy. Key assumptions used to estimate fair value may include, among other things, the Companys credit risk, discount rates, the expected timing and amount of future cash flows, and assumptions related to the conversion feature, including the Companys stock price and expected volatility. These assumptions are inherently subjective and may change from period to period. As a result, the estimated fair value could differ materially from amounts that would be paid to transfer the liability in a current market transaction, and changes in these assumptions could materially affect the Companys consolidated financial statements and results of operations.
Non-GAAP Financial Measures
Adjusted EBITDA
In addition to our results determined in accordance with U.S. GAAP, we believe that Adjusted EBITDA, a non-GAAP measure as defined below, is useful in evaluating our operational performance distinct and apart from certain irregular, non-cash, and non-operational expenses. We use this information for ongoing evaluation of operations and for internal planning purposes. We believe that non-GAAP financial information, when taken collectively with results under GAAP, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies.
Non-GAAP measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We endeavor to compensate for the limitation of Adjusted EBITDA, by also providing the most directly comparable GAAP measure, which is net loss, and a description of the reconciling items and adjustments to derive the non-GAAP measure. Some of these limitations are:
Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or contractual commitments
Adjusted EBITDA does not reflect impairment and restructuring costs
Adjusted EBITDA does not reflect interest expense or other income
Adjusted EBITDA does not reflect income taxes
Adjusted EBITDA does not reflect audit, legal, incremental accounting and other expenses tied to M&A or the Business Combination; and
47
Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently from the way we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should only be considered alongside results prepared in accordance with GAAP, including various cash-flow metrics, net income (loss) and our other GAAP results and financial performance measures.
Adjusted EBITDA Analysis
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Adjusted EBITDA (Loss) |
|
$ |
(7,267 |
) |
|
$ |
(6,506 |
) |
|
$ |
(761 |
) |
|
|
11.7 |
% |
|
The Adjusted EBITDA decrease is primarily attributable to increased general and administrative expenses.
Net Income/(Loss) to Adjusted EBITDA Reconciliation
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Net loss |
|
$ |
(22,494 |
) |
|
$ |
(31,513 |
) |
|
$ |
9,019 |
|
|
|
-28.6 |
% |
|
|
Interest expense |
|
|
1,228 |
|
|
|
|
|
|
|
|
|
|
nm |
|
|
|
Interest income |
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
|
nm |
|
|
|
Interest expense related party |
|
|
1,157 |
|
|
|
3,047 |
|
|
|
(1,890 |
) |
|
|
-62.0 |
% |
|
|
Income tax expense |
|
|
61 |
|
|
|
|
|
|
|
61 |
|
|
nm |
|
|
|
Depreciation and amortization expense |
|
|
1,150 |
|
|
|
24 |
|
|
|
1,126 |
|
|
|
4691.7 |
% |
|
|
Stock based compensation |
|
|
2,679 |
|
|
|
1,166 |
|
|
|
1,513 |
|
|
|
129.8 |
% |
|
|
GEM commitment fee expense |
|
|
|
|
|
|
200 |
|
|
|
(200 |
) |
|
nm |
|
|
|
Gain on extinguishment of liabilities |
|
|
(4,489 |
) |
|
|
(681 |
) |
|
|
(3,808 |
) |
|
|
559.2 |
% |
|
|
Gain on release of Vidello revenue holdback |
|
|
(973 |
) |
|
|
|
|
|
|
(973 |
) |
|
nm |
|
|
|
Loss on debt issuance |
|
|
444 |
|
|
|
653 |
|
|
|
(209 |
) |
|
|
-32.0 |
% |
|
|
Loss on Private Placement Issuance |
|
|
4,874 |
|
|
|
|
|
|
|
4,874 |
|
|
nm |
|
|
|
Loss on issuance of term notes |
|
|
111 |
|
|
|
|
|
|
|
111 |
|
|
nm |
|
|
|
Loss on issuance of convertible bridge notes |
|
|
153 |
|
|
|
|
|
|
|
153 |
|
|
nm |
|
|
|
Loss on conversion and settlement of Alco promissory notes - related party |
|
|
|
|
|
|
4,809 |
|
|
|
(4,809 |
) |
|
|
-100.0 |
% |
|
|
Loss on conversion and settlement of CP BF notes related party |
|
|
|
|
|
|
6,529 |
|
|
|
(6,529 |
) |
|
|
-100.0 |
% |
|
|
Loss on extinguishment of debt, net |
|
|
2,403 |
|
|
|
1,072 |
|
|
|
1,331 |
|
|
|
124.2 |
% |
|
|
Change in fair value of warrant liability |
|
|
(1,244 |
) |
|
|
(626 |
) |
|
|
(618 |
) |
|
|
98.7 |
% |
|
|
Change in fair value of warrant liability related party |
|
|
(2 |
) |
|
|
(573 |
) |
|
|
571 |
|
|
|
-99.7 |
% |
|
|
Change in fair value of bifurcated embedded derivative assets related party |
|
|
54 |
|
|
|
(51 |
) |
|
|
105 |
|
|
|
-205.9 |
% |
|
|
Change in fair value of convertible notes |
|
|
(1,987 |
) |
|
|
693 |
|
|
|
(2,680 |
) |
|
|
-386.7 |
% |
|
|
Change in fair value of term notes |
|
|
173 |
|
|
|
89 |
|
|
|
84 |
|
|
|
94.4 |
% |
|
|
Change in fair value of convertible bridge notes |
|
|
(46 |
) |
|
|
(10 |
) |
|
|
(36 |
) |
|
|
360.0 |
% |
|
|
Yorkville prepayment premium expense |
|
|
|
|
|
|
81 |
|
|
|
(81 |
) |
|
|
-100.0 |
% |
|
|
Loss on Yorkville SEPA advances |
|
|
974 |
|
|
|
|
|
|
|
974 |
|
|
nm |
|
|
|
Vidello earnout expense |
|
|
486 |
|
|
|
|
|
|
|
486 |
|
|
nm |
|
|
|
Failed acquisition costs |
|
|
1,382 |
|
|
|
|
|
|
|
1,382 |
|
|
nm |
|
|
|
Goodwill impairment |
|
|
|
|
|
|
2,725 |
|
|
|
(2,725 |
) |
|
|
-100.0 |
% |
|
|
Other expense, net |
|
|
(727 |
) |
|
|
88 |
|
|
|
(815 |
) |
|
|
-926.1 |
% |
|
|
Transaction related expenses* |
|
|
7,369 |
|
|
|
5,772 |
|
|
|
1,597 |
|
|
|
27.7 |
% |
|
|
Adjusted EBITDA |
|
$ |
(7,267 |
) |
|
$ |
(6,506 |
) |
|
$ |
(761 |
) |
|
|
11.7 |
% |
|
48
* Transaction related expenses include
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Professional fees - audit |
|
$ |
801 |
|
|
$ |
499 |
|
|
$ |
302 |
|
|
|
60.4 |
% |
|
|
Professional fees - legal |
|
|
467 |
|
|
|
1,969 |
|
|
|
(1,502 |
) |
|
|
-76.3 |
% |
|
|
Incremental accounting |
|
|
981 |
|
|
|
1,726 |
|
|
|
(745 |
) |
|
|
-43.2 |
% |
|
|
Market study, M&A support |
|
|
5,121 |
|
|
|
1,578 |
|
|
|
3,543 |
|
|
|
224.5 |
% |
|
|
Transaction related expenses |
|
$ |
7,369 |
|
|
$ |
5,772 |
|
|
$ |
1,597 |
|
|
|
27.7 |
% |
|
Liquidity and Capital Resources
Going Concern
As of December 31, 2025 we had cash of approximately $0.3 million. For the year ended December 31, 2025, while we generated revenue of approximately $12.2 million, we used approximately $15.7 million in cash from operating activities and had a net loss of approximately $22.5 million. We have incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of December 31, 2025, we had a working capital deficit of approximately $21.0 million and an accumulated deficit of approximately $100.8 million. These factors raise substantial doubt regarding the Companys ability to continue as a going concern within one year of the date these financial statements were issued.
The ability to continue as a going concern is dependent on Managements plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plans and continuing to raise capital through debt or equity financings, which is not assured. The accompanying consolidated financial statements have been prepared assuming Banzai will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
If we are unable to raise sufficient additional capital, through future debt or equity financings or through strategic and collaborative ventures with third parties, we will not have sufficient cash flows and liquidity to fund our planned business for 12 months from the issuance of these financial statements. There can be no assurances that we will be able to secure alternate forms of financing at terms that are acceptable to management, or at all. In that event, we might be forced to limit many of our business plans and consider other means of creating value for our stockholders. See also Note 2 Going Concern to our consolidated financial statements in this Report.
Capital structure and sources of liquidity
We have historically funded our operations through a combination of equity and debt financings, including convertible instruments. During 2025, we raised capital through multiple equity and debt financing arrangements with Yorkville, 3i, LP, 1800 Diagonal, Agile, and CP BF, and other lenders and investors, and we intend to seek additional funding through the Yorkville SEPA, the ATM Agreement, as well as other equity and debt financings in 2026. See Note 12 Debt and Note 15 Equity to our consolidated financial statements in this Report for further discussion of these arrangements.
Certain of these arrangements still have remaining capacity that may serve as sources of future liquidity to us, however, our ability to access amounts under these facilities is subject to a number of conditions, limitations, and market and other factors, including factors described in our Risk Factors elsewhere in this Report, and there can be no assurance that we will be able to access the full remaining capacity, or access it on terms or in amounts sufficient to meet our liquidity needs. If we are unable to raise such funding, we will have to pursue an alternative course of action to seek additional capital through other debt and equity financing.
We may seek to raise additional capital through a combination of debt and equity financings, including continued use of our at-the-market facility and our SEPA, to support our operations and expansion through acquisition.
49
Cash Flows
The following table sets forth our cash flows for the years ended December 31, 2025 and 2024. See also our consolidated statement of cash flows in this Report:
|
|
|
|
|
Year Ended December 31, |
|
|
Year-over-Year |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Net loss |
|
$ |
(22,492 |
) |
|
$ |
(31,513 |
) |
|
$ |
9,021 |
|
|
|
-28.6 |
% |
|
|
Net cash used in operating activities |
|
|
(15,707 |
) |
|
|
(9,575 |
) |
|
|
(6,132 |
) |
|
|
64.0 |
% |
|
|
Net cash provided by (used in) investing activities |
|
|
(2,679 |
) |
|
|
82 |
|
|
|
(2,761 |
) |
|
|
-3367.1 |
% |
|
|
Net cash provided by financing activities |
|
|
17,634 |
|
|
|
8,487 |
|
|
|
9,147 |
|
|
|
107.8 |
% |
|
|
Net decrease in cash |
|
|
(828 |
) |
|
|
(1,006 |
) |
|
|
178 |
|
|
|
-17.7 |
% |
|
|
Cash at beginning of period |
|
|
1,087 |
|
|
|
2,094 |
|
|
|
(1,007 |
) |
|
|
-48.1 |
% |
|
|
Cash at end of period |
|
|
259 |
|
|
|
1,087 |
|
|
|
(828 |
) |
|
|
-76.2 |
% |
|
Cash Flows for the Year Ended December 31, 2025
Net cash used in operating activities was primarily driven by the net loss, and by working capital adjustments totaling $0.3 million (unfavorable), partially offset by adjustments for non-cash items totaling $4.3 million (favorable). The non-cash items primarily consisted of addbacks for stock-based compensation expense of approximately $2.7 million and depreciation and amortization of approximately $1.2 million, the net impact of debt-related transactions (including gain on extinguishment of debt, loss on issuance of debt and non-cash interest expense) totaling $4.7 million favorable, and the net impact of change in fair value adjustments (including debt under the fair value option, warrants and derivatives) totaling $4.3 million unfavorable.
Net cash used in investing activities was primarily related to our acquisition of Vidello.
Net cash provided by financing activities was primarily driven by proceeds from issuance of shares under the SEPA totaling approximately $18.6 million, proceeds from issuances of debt (both convertible and term) totaling approximately $17.1 million, proceeds from issuances of shares and warrants totaling $3.9 million, partially offset by repayments of debt totaling $18.6 million.
Cash Flows for the Year Ended December 31, 2024
Net cash used in operating activities was approximately $9.6 million for the year ended December 31, 2024. Net cash used in operating activities consists of net loss of approximately $31.5 million, offset by total adjustments of approximately $22.0 million for non-cash items and the effect of changes in working capital. Non-cash adjustments primarily included loss on conversion and settlement of Alco promissory notes of approximately $4.8 million, loss on conversion and settlement of CP BF notes of approximately $6.5 million, non-cash settlement of the GEM commitment fee of approximately $0.2 million, non-cash share issuance for marketing expenses of approximately $0.2 million, non-cash share issuance for Yorkville redemption premium of approximately $0.1 million, stock-based compensation expense of approximately $1.2 million, gain on extinguishment of liability of approximately $0.7 million, loss on issuance of debt of approximately $0.7 million, loss on extinguishment of term notes of approximately $1.1 million, non-cash interest expense of approximately $2.3 million (approximately $1.53 million for related party), amortization of debt discount and issuance costs for related party of approximately $1.4 million, amortization of operating lease ROU assets of approximately $0.1 million, fair value adjustment for warrant liabilities gain of approximately $1.2 million (gain of approximately $0.6 million for related party), fair value adjustment to related party bifurcated embedded derivative liabilities gain of approximately $0.1 million, fair value adjustment of convertible promissory notes of approximately $0.7 million, fair value adjustment of term notes of approximately $0.1 million, goodwill impairment loss of approximately $2.7 million, and net of change in operating assets and liabilities of approximately $1.8 million.
Net cash provided by investing activities was approximately $0.1 million for the year ended December 31, 2024 and was related to cash acquired in the acquisition of OpenReel.
Net cash provided by financing activities was approximately $8.5 million for the year ended December 31, 2024, and was primarily related to proceeds from convertible debt financing of approximately $2.6 million, net proceeds from issuance of common stock of approximately $6.3 million, net proceeds from the issuance of term notes of approximately $2.8 million, proceeds from related party advance of approximately $0.1 million, proceeds from issuance of shares under
50
the SEPA agreement of approximately $0.9 million, repayment of term notes of approximately $1.9 million, partial repayment of convertible notes with a related party of approximately $0.3 million, repayment of Yorkville convertible notes of approximately $0.8 million, and payment of the GEM commitment fee of approximately $1.2 million.
Debt Structure, Debt Maturity Profile, Contractual Obligations and Commitments
Our material cash requirements include operating expenses to support the business, debt service (including principal and interest), and contractual obligations such as operating lease commitments. The timing of these requirements within the next 12 months and thereafter is summarized in the table below.
|
|
|
($ in Thousands) |
|
Principal |
|
|
Accrued Interest |
|
|
Total Principal and Accrued Interest |
|
|
Less than 1 year |
|
|
1 - 3 Years |
|
|
|
Debt principal 15.5% CP BF convertible notes |
|
$ |
3,365 |
|
|
$ |
1,558 |
|
|
$ |
4,923 |
|
|
$ |
|
|
|
$ |
4,923 |
|
|
|
Debt principal Agile |
|
|
1,839 |
|
|
|
|
|
|
|
1,839 |
|
|
|
1,839 |
|
|
|
|
|
|
|
Debt principal Private Placement convertible notes |
|
|
1,709 |
|
|
|
171 |
|
|
|
1,880 |
|
|
|
1,880 |
|
|
|
|
|
|
|
Debt principal Yorkville |
|
|
1,192 |
|
|
|
34 |
|
|
|
1,226 |
|
|
|
1,226 |
|
|
|
|
|
|
|
Debt principal 1800 Diagonal |
|
|
722 |
|
|
|
71 |
|
|
|
793 |
|
|
|
793 |
|
|
|
|
|
|
|
Debt principal Boot Capital |
|
|
115 |
|
|
|
2 |
|
|
|
117 |
|
|
|
117 |
|
|
|
|
|
|
|
Operating leases |
|
|
61 |
|
|
|
- |
|
|
|
61 |
|
|
|
33 |
|
|
|
28 |
|
|
|
Total capital expenditure commitments and financing requirements at December 31, 2025 |
|
$ |
9,003 |
|
|
$ |
1,836 |
|
|
$ |
10,839 |
|
|
$ |
5,888 |
|
|
$ |
4,951 |
|
|
Deferred Revenue
As a subscription-based SaaS company, we frequently bill customers in advance for access to our platform for a specified subscription term. Amounts invoiced or collected in advance are recorded as deferred revenue, which represents a contract liability where we have performance obligations to provide access to the platform and customer support over the remaining subscription term. As we satisfy the related performance obligations over time, deferred revenue is reduced and we recognized revenue.
Operating Lease
We have an operating lease for office space. The lease term expires in October 2027. The lease liability balance as of December 31, 2025 represents the future minimum lease payments under non-cancellable leases as liabilities.
Off-Balance Sheet Arrangements
Banzai had no off-balance sheet arrangements as of December 31, 2025.
Nasdaq Listing Compliance
As more fully described in "Item 1. Business" above, we effected the September Stock Split during 2024 and the July Stock Split during 2025, which were 1-for-50 and 1-for-10, respectively, in order to regain compliance with Nasdaq Rules. In addition, as previously disclosed, due to prior noncompliance with certain Nasdaq Rules, we had a hearing before the Nasdaq Panel during 2024, after which, our Class A Common Stock was phased down from the Nasdaq Global Market to the Nasdaq Capital Market. We received additional letters from Nasdaq regarding noncompliance with certain Nasdaq Rules, and were subsequently notified by Nasdaq during 2024 and 2025 that we have regained compliance with all Nasdaq Rules and therefore our securities remain listed on The Nasdaq Capital Market. However, there can be no assurance that we will be able to maintain compliance with Nasdaq listing standards.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
This item is not applicable as we are a smaller reporting company.
51
Item 8. Financial Statements and Supplementary Data.
The information required by this Item 8 is included at the end of this Report beginning on page F-1 and is incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31, 2025, our Principal Executive Officer and Principal Financial Officer have concluded that, due to the material weaknesses in our internal control over financial reporting noted below, our disclosure controls and procedures were not effective.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2025, to provide reasonable assurance that material information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms due to the material weaknesses in our IT General Controls, adherence to the COSO Integrated Framework, and period end financial close and reporting process as described in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on April 15, 2025 (the 2024 10-K").
We are committed to the remediation of the material weaknesses as well as the continued improvement of our internal control over financial reporting. We are in the process of taking steps to remediate the identified material weaknesses and continue to evaluate our internal controls over financial reporting, as disclosed in the 2024 10-K.
As we continue our evaluation and improve our internal control over financial reporting, management may identify and take additional measures to address control deficiencies. We cannot assure you that we will be successful in remediating the material weaknesses in a timely manner.
Managements Annual Report on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America.
Our internal control system was designed to provide reasonable assurances to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework (2013). The COSO Framework summarizes each of the components of a companys internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.
52
Based on that evaluation, as of December 31, 2025, our principal executive officer and principal financial officer concluded that our internal controls and procedures are not effective, and that we have material weaknesses in our IT General Controls, adherence to the COSO Integrated Framework, and period end financial close and reporting process as described below. As a result, these control deficiencies could have resulted in a material misstatement in our financial statements that would not be prevented or detected on a timely basis.
(1) IT General Controls - We did not maintain an effective IT control environment because we did not maintain sufficient provisioning, deprovisioning, user access reviews, and reviews of service organizations.
(2) COSO Entity Level Controls - We did not maintain effective controls over the identification and monitoring of related party relationships and transactions and have not yet implemented a formal delegation of authority process.
(3) Period end financial close and reporting - Administrative access to the General Ledger (GL) system is not restricted to non-financial reporting users, creating a potential segregation of duties conflict. Given the concentration of responsibility includes approval of key transactions, bank account reconciliations, and journal entries, administrative access to the G/L system should be restricted to personnel outside of Accounting and Finance function.
Remediation of Material Weaknesses
We are committed to the remediation of the material weaknesses described above, as well as the continued improvement of our internal control over financial reporting. We remain in the process of taking steps to remediate the identified material weaknesses and continue to evaluate our internal controls over financial reporting, including the following:
IT General Controls:
We will continue to utilize the services of external consultants to review our internal controls environment and make recommendations to remediate the material weaknesses in our financial reporting, including the remediation of the design of controls over provisioning, deprovisioning, access monitoring, and reviews of service organizations and complementary user entity controls.
COSO Entity Level Controls:
We will continue to utilize the services of external consultants to assist enhancement and robustness of entity level controls, leveraging the formal COSO mapping and maintenance of entity level controls currently being performed.
Specifically, we will continue with the process of implementing controls to identify and monitor related party relationships and transactions and to finalize a formal delegation of authority process.
Period End Financial Close and Reporting:
We will conduct an assessment, and where necessary perform remedial actions, of our overall security role design and privileged user access for each of our in-scope applications, including our general ledger system.
As we continue our evaluation and improve our internal control over financial reporting, management may identify and take additional measures to address control deficiencies but cannot provide absolute assurance that we will be successful in remediating the material weaknesses in a timely manner.
This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our independent registered public accounting firm pursuant to exemptions provided to issuers that are non-accelerated filers as defined in Section 2(a) of the Securities Act of 1933.
Changes in Internal Control over Financial Reporting
As required by Rule 13a-15(d) of the Exchange Act, our management, including our principal executive officer and our principal financial officer, evaluated whether any changes in our internal control over financial reporting occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our principal executive officer and principal
53
financial officer concluded that the merger transaction with Vidello is considered a significant corporate event during the year ended December 31, 2025.
On January 31, 2025, our company closed and completed a merger with Vidello Limited ("Vidello"), a private limited company registered in England and Wales, pursuant to an Agreement and Plan of Merger (the "Vidello Merger Agreement"), dated December 19, 2024, by and among the Company, Vidello, and certain shareholders of Vidello (the "Vidello Shareholders"). As a result, there have been material changes to our internal control environment. Our management has begun to assess and adjust our internal control processes to accommodate the integration of systems, personnel, and financial reporting functions. We will work on implementing additional controls to address the combined entitys financial reporting requirements, ensuring accuracy, reliability, and compliance. While we believe these adjustments will enhance our overall control framework, we continue to monitor and evaluate their effectiveness to maintain the highest standards of financial reporting integrity.
Other than the changes noted above regarding our steps to remediate our material weaknesses and the Vidello merger, there were no other changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2025 that have materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
Item 9B. Other Information.
a)
There is nothing that the Company would be required to report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that the Company has not reported on a Form 8-K.
b)
During the fiscal quarter ended December 31, 2025, none of our officers or directors, as defined in Rule 16a-1(f), informed us of the adoption, modification, or termination of any Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as those terms are defined in Item 408 of Regulation S-K.
The Company has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers, employees, and the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
54
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth as of the date of this Report, the name, age, and position of each director and executive officer:
Directors and Executive Officers
|
|
|
Name |
|
Age |
|
Position |
|
|
Joseph Davy |
|
36 |
|
Chief Executive Officer, Chairman and Director |
|
|
Dean Ditto |
|
59 |
|
Chief Financial Officer |
|
|
Simon Baumer |
|
40 |
|
Chief Technology Officer |
|
|
Jack Leeney |
|
41 |
|
Director |
|
|
Mason Ward |
|
44 |
|
Director |
|
|
Paula Boggs |
|
66 |
|
Director |
|
|
Kent Schofield |
|
46 |
|
Director |
|
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 Banzai, 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 Universitys 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 Banzais 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 7GCs 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 firms operations. Mr. Leeney led the firms 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
55
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 Universitys 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 Presidents 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 bachelors 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 companys $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.
Significant Employee
Other than our officers and directors, we currently have one person who we consider to be a significant employee:
Michael Kurtzman serves as our Chief Revenue Officer. Most recently, Mr. Kurtzman served as CEO of Violett, Inc., an AI-enabled air health platform. Prior to that, he was Chief Revenue Officer at Zype (acquired by Backlight), where he oversaw all revenue and customer-facing functions and led the integration of multiple acquisitions. Earlier in his career, he served as Senior Vice President of Sales at Panopto, a venture-backed SaaS company, where he helped triple annual recurring revenue and supported a successful exit. He also held the role of Vice President of Global Sales at Comcast Technology Solutions, following its acquisition of the Platform. Mr. Kurtzman holds a bachelors degree in Speech Communications from University of Illinois.
Role of Board in Risk Oversight
One of the key functions of the Board is informed oversight of the Companys 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
56
exposure and the Companys audit committee (the Audit Committee) has the responsibility to consider and discuss the Companys 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 Companys audit committee also monitors compliance with legal and regulatory requirements. The Companys compensation committee (the Compensation Committee) assesses and monitors whether the Companys compensation plans, policies and programs comply with applicable legal and regulatory requirements.
Composition of the Board
The Companys 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 Companys 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 Companys annual meeting of stockholders to be held in 2027;
Class II, which consists of Mason Ward, whose term will expire at the Companys 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 Companys 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 Companys 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.
57
|
|
|
Name |
|
Audit Committee |
|
Compensation Committee |
|
Nominating and Corporate Governance Committee |
|
|
Joseph Davy |
|
|
|
|
|
|
|
|
Jack Leeney |
|
|
|
|
|
|
|
|
Mason Ward |
|
|
|
Chair |
|
|
|
|
Paula Boggs |
|
|
|
|
|
Chair |
|
|
Kent Schofield |
|
Chair |
|
|
|
|
|
Audit 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 members 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 Companys 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 Report, 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;
58
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 Companys 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 Companys Board the compensation of the Chief Executive Officer and other executive officers;
reviewing and recommending to the Board the compensation of the Companys directors;
administering the Companys 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 Companys executive officers and other senior management;
reviewing and establishing general policies relating to compensation and benefits of the Companys employees, including the Companys overall compensation philosophy; and
reviewing and evaluating with the Chief Executive Officer the succession plans for the Companys executive officers.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of Paula Boggs, who serves as the chairperson, Jack Leeney 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 Companys 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 Boards 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
59
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 Report.
Limitation on Liability and Indemnification of Directors and Officers
Our Charter eliminates each directors 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 stockholders 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.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of more than 10% of our common stock to file reports with the SEC indicating their holdings of, and transactions in, Banzais equity securities. Based solely on a review of copies of these reports, we believe that other than the report listed below, all of our executive officers, directors, and 10% owners timely complied with all Section 16(a) filing requirements in 2025. Mr. Ditto filed his Form 3 late, but as of the date of this Report it has been filed. Additionally, the following directors and officers were late filing his/her respective Form 4: Joseph Davy, Simon Baumer, Jack Leeney, Mason Ward, Paula Boggs, and Kent Schofield.
Item 11. Executive Compensation.
Our named executive officers for the fiscal year ended December 31, 2025, consisting of our principal executive officer, principal financial officer and the next two most highly compensated executive officers, were:
Joseph Davy, our Chief Executive Officer;
Dean Ditto, our Chief Financial Officer;
Simon Baumer, our Chief Technology Officer; and
Michael Kurtzman, our Chief Revenue Officer.
60
2025 Summary Compensation Table
The following table presents the compensation paid or awarded to our named executive officers for the years ended December 31, 2025 and 2024:
|
|
|
Name and Principal Position |
|
Year |
|
Salary($) |
|
|
|
Bonus($) |
|
|
|
Stock Awards($) |
|
|
|
Option Awards($) |
|
|
|
Non-Equity Incentive Plan Compensation($) |
|
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings($) |
|
|
|
All Other Compensation ($) |
|
|
|
Total($) |
|
|
|
Joseph Davy Chief Executive Officer |
|
2025 |
|
$ |
350,000 |
|
|
|
$ |
|
|
|
|
$ |
375,700 |
|
(1) |
|
$ |
|
|
|
|
$ |
125,000 |
|
(1) |
|
$ |
|
|
|
|
$ |
8,437 |
|
(1) |
|
$ |
859,137 |
|
|
|
Joseph Davy Chief Executive Officer |
|
2024 |
|
|
310,417 |
|
|
|
|
|
|
|
|
|
500,000 |
|
(2) |
|
|
29,700 |
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
12,000 |
|
(4) |
|
|
852,117 |
|
|
|
Simon Baumer Chief Technology Officer |
|
2025 |
|
|
325,000 |
|
|
|
|
|
|
|
|
|
148,635 |
|
(5) |
|
|
|
|
|
|
|
18,750 |
|
(6) |
|
|
|
|
|
|
|
250 |
|
(7) |
|
|
492,635 |
|
|
|
Simon Baumer Chief Technology Officer |
|
2024 |
|
|
291,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,425 |
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
298,648 |
|
|
|
Dean Ditto Chief Financial Officer (8) |
|
2025 |
|
|
128,125 |
|
|
|
|
|
|
|
|
|
100,000 |
|
(5) |
|
|
|
|
|
|
|
25,000 |
|
(6) |
|
|
|
|
|
|
|
10,042 |
|
(9) |
|
|
263,167 |
|
|
|
Alvin Yip former Interim Chief Financial Officer (8) |
|
2025 |
|
|
241,500 |
|
(10) |
|
|
|
|
|
|
|
148,635 |
|
(5) |
|
|
|
|
|
|
|
12,500 |
|
(6) |
|
|
|
|
|
|
|
270 |
|
(11) |
|
|
402,905 |
|
|
|
Alvin Yip former Interim Chief Financial Officer (8) |
|
2024 |
|
|
220,833 |
|
|
|
|
|
|
|
|
|
50,000 |
|
(2) |
|
|
10,455 |
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
281,288 |
|
|
|
Michael Kurtzman Chief Revenue Officer (12) |
|
2025 |
|
|
154,375 |
|
|
|
|
56,250 |
|
(13) |
|
|
225,000 |
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
(7) |
|
|
435,875 |
|
|
|
Mark Musburger former Chief Financial Officer (14) |
|
2024 |
|
|
106,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000 |
|
(15) |
|
|
231,714 |
|
|
|
Ashley Levesque former Vice President of Marketing (16) |
|
2024 |
|
|
78,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,150 |
|
(4) |
|
|
81,900 |
|
|
61
|
|
|
(1) |
The Stock Awards amount includes the aggregate grant date fair value of an equity award with market conditions to Mr. Davy during the year ended December 31, 2025 under the 2023 Equity Incentive Plan determined in accordance with ASC Topic 718. See Note 16 Stock-Based Compensationto our consolidated financial statements included in this Report. These amounts do not reflect the actual economic value that may be realized by the named executive officer. The Non-Equity Incentive Compensation Plan described in "2025 Bonuses" below. The All Other Compensation amount consists of Company-match 401(k) plan contributions of $8,167, a home office stipend of $250, and a miscellaneous bonus of $20. |
|
|
(2) |
These amounts include the aggregate grant date fair value of RSU awards to our named executive officers during the year ended December 31, 2024 under the 2023 Equity Incentive Plan (Mr. Davy: $500,000; Mr. Yip: $50,000) determined in accordance with ASC Topic 718. See Note 16 Stock-Based Compensationto our consolidated financial statements included in this Report. These amounts do not reflect the actual economic value that may be realized by the named executive officer. |
|
|
(3) |
The amounts include the aggregate grant date fair value of stock options granted to our named executive officers during the year ended December 31, 2024 under the 2023 Equity Incentive Plan (Mr. Davy: $29,700; Mr. Baumer: $7,425; and Mr. Yip: $10,455) determined in accordance with ASC Topic 718. See Note 16 Stock-Based Compensationto our consolidated financial statements included in this Report. These amounts do not reflect the actual economic value that may be realized by the named executive officer. |
|
|
(4) |
Consists of Company-match 401(k) plan contributions. |
|
|
(5) |
These amounts consist of the aggregate grant date fair value of RSU awards to our named executive officers during the year ended December 31, 2025 under the 2023 Equity Incentive Plan (Mr. Baumer: $148,635; Mr. Ditto: $100,000; Mr. Kurtzman: $225,000; and Mr. Yip: $148,635) determined in accordance with ASC Topic 718. Note 16 Stock-Based Compensationto our consolidated financial statements included in this Report. These amounts do not reflect the actual economic value that may be realized by the named executive officer. |
|
|
(6) |
Consists of annual cash incentive bonuses, as further described in "2025 Bonuses." |
|
|
(7) |
Consists of home office stipend. |
|
|
(8) |
On July 2, 2025, Mr. Ditto was appointed as our Chief Financial Officer, as further described in "2025 Compensation Update." Mr. Ditto replaced Mr. Yip who had served as our interim Chief Financial Officer since June 14, 2024. |
|
|
(9) |
This amount consists of Company-match 401(k) plan contributions of $5,042 and a temporary housing allowance of $5,000. |
|
|
(10) |
In December 2024, the Board approved increasing Mr. Yip's salary to $241,500 per year, effective as of January 1, 2025. |
|
|
(11) |
Consists of a home office stipend of $250, and a miscellaneous bonus of $20. |
|
|
(12) |
On June 16, 2025, Mr. Kurtzman was appointed as our Chief Revenue Officer, as further described in "2025 Compensation Update." |
|
|
(13) |
Consists of the guaranteed portion of an annual cash incentive bonus, as further described in "2025 Bonuses." |
|
|
(14) |
On June 5, 2024, Mark Musburger resigned from his position as Chief Financial Officer. |
|
|
(15) |
Consists of a retention bonus paid in 2024. |
|
|
(16) |
On May 29, 2024, Ashley Levesque resigned from her position as Vice President of Marketing. |
|
Narrative Disclosure to Summary Compensation Table
2025 Compensation Update
In connection with Mr. Dittos appointment as Chief Financial Officer in July 2025, the Company and Mr. Ditto entered into an employment offer letter (the "Ditto Offer Letter"), effective July 2, 2025. Pursuant to the Ditto Offer Letter, Mr. Ditto (i) is entitled to receive an annual salary of $275,000 per annum; and (ii) will be eligible to receive an annual incentive cash bonus of $100,000, subject to the achievement of certain goals, the specifics of which were to be agreed upon at a later date. In addition to his annual salary, the Board approved an award of RSUs equivalent to $100,000. The RSUs will vest quarterly and the last will become fully vested 12 months after they are approved by the Board. The equity will be subject to the terms and conditions of the Companys 2023 Equity Incentive Plan.
In connection with Mr. Kurtzmans appointment as Chief Revenue Officer in June 2025, the Company and Mr. Kurtzman entered into an employment offer letter (the "Kurtzman Offer Letter"), effective May 16, 2025. Pursuant to the Kurtzman Offer Letter, Mr. Kurtzman (i) is entitled to receive an annual salary of $285,000 per annum; and (ii) will be eligible to receive an annual incentive cash bonus of $225,000, of which, $56,250 is guaranteed, and the remainder of which is subject to the achievement of certain goals, the specifics of which were to be agreed upon at a later date. In addition to his annual salary, the Board approved an award of RSUs equivalent to $225,000. The RSUs will vest quarterly
62
and the last will become fully vested 12 months after they are approved by the Board. The equity will be subject to the terms and conditions of the Companys 2023 Equity Incentive Plan.
2025 Bonuses
In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our employees to achieve defined performance goals.
During 2025, Mr. Davy earned an annual incentive bonus of $125,000 that was paid in stock, and Mr. Ditto and Mr. Baumer earned annual incentive cash bonuses of $25,000 and $18,750, respectively. Mr. Kurtzman earned the guaranteed portion of his annual incentive cash bonus of $56,250.
None of our named executive officers received annual performance-based cash bonuses with respect to the year ended December 31, 2024.
Equity Grants
To further align the interests of our executive officers with the interests of our stockholders and to further focus our executive officers on our long-term performance, we grant equity compensation in the form of restricted stock units (RSUs) and stock options.
During the year ended December 31, 2025, the Company granted RSUs. Each RSU entitles the recipient to one share of Class A Common Stock upon vesting. RSU awards vest 25% quarterly over a period of one year, subject to the named executive officers continued service at each vesting date. The Company measures the fair value of RSUs using the stock price on the date of grant.
During 2025, the Company granted Mr. Davy an equity award that includes a market condition based on specified market capitalization thresholds at $15.0 million, $20 million, $25 million and $30.0 million, which result in tranches of stock grants of $250 thousand, $500 thousand, $500 thousand and $750 thousand, respectively, up to $2.0 million in the aggregate ("CEO Award") which had a grant date fair value of $375,700. Mr. Baumer, Mr. Ditto and Mr. Kurtzman were granted 9,709 RSUs, 32,362 RSUs, and 72,815 RSUs, which had a grant date fair value of $148,635, $100,000, and $225,000, respectively.
During 2024, the Company granted Mr. Davy and Mr. Yip 30,488 RSUs and 3,289 RSUs, which had a grant date fair value of $500,000 and $50,000, respectively.
Historically, the Company granted stock options. Stock options allow the holder to exercise the stock option and receive shares upon exercise, with the exercise price determined based on the fair market value of a share of common stock at the time of grant.
The stock options granted to our named executive officers vested or will vest in a 25% increment on the one-year anniversary of the vesting commencement date and thereafter 1/48th of the total shares underlying the option award vests in 36 equal monthly installments, subject to the named executive officers continued service at each vesting date.
During 2024, the Company granted Mr. Davy, Mr. Baumer, and Mr. Yip 1,200 stock options, 300 stock options, and 8 stock options, which had a grant date fair value of $29,700, $43,433, and $95,074, respectively.
63
Outstanding Equity Awards as of December 31, 2025
The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2025:
|
|
|
|
|
Option Awards (1) |
|
Stock Awards (2) |
|
|
|
|
|
|
Number of Securities Underlying Unexercised Options Exercisable |
|
|
Number of Securities Underlying Unexercised Options Unexercisable (3) |
|
|
Options Exercise Prices |
|
|
Option |
|
Number of Shares or Units of Stock That Have Not Vested |
|
|
Market Value of Shares or Units of Stock That Have Not Vested |
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Been Issued |
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Been Issued |
|
|
|
|
Name |
|
# |
|
|
# |
|
|
$ |
|
|
Expiration Date |
|
# |
|
|
$ |
|
|
# |
|
|
$ |
|
|
|
|
Joseph Davy |
|
|
79 |
|
|
|
121 |
|
|
|
500 |
|
|
5/14/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
158 |
|
|
|
242 |
|
|
|
1,000 |
|
|
5/14/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237 |
|
|
|
363 |
|
|
|
2,500 |
|
|
5/14/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375,700 |
|
(4) |
|
|
Simon Baumer |
|
|
62 |
|
|
|
|
|
|
|
1,410 |
|
|
7/14/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60 |
|
|
|
2 |
|
|
|
1,385 |
|
|
2/15/2032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46 |
|
|
|
16 |
|
|
|
4,190 |
|
|
3/1/2033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
31 |
|
|
|
500 |
|
|
5/14/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39 |
|
|
|
61 |
|
|
|
1,000 |
|
|
5/14/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59 |
|
|
|
91 |
|
|
|
2,500 |
|
|
5/14/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,428 |
|
(5) |
|
2,345 |
|
|
|
|
Dean Ditto |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,272 |
|
(6) |
|
23,439 |
|
|
|
|
Michael Kurtzman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,408 |
|
(7) |
|
35,159 |
|
|
|
|
Alvin Yip |
|
|
14 |
|
|
|
11 |
|
|
|
4,190 |
|
|
12/2/2033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
12 |
|
|
|
147 |
|
|
5/14/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45 |
|
(8) |
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,428 |
|
(9) |
|
2,345 |
|
|
|
|
|
|
(1) |
Each of the Option Awards was granted under the 2016 Plan or the 2023 Equity Incentive Plan. |
|
|
(2) |
Each of the Stock Awards was granted under the 2023 Equity Incentive Plan. |
|
|
(3) |
25% of the total shares underlying the option award vest on the one-year anniversary of the vesting commencement date, thereafter 1/48th of the total shares underlying the option award vest in 36 equal monthly installments, subject to continued employment at each vesting date. |
|
|
(4) |
The CEO Award will vest into common stock in 4 tranches ranging from $250 thousand to $750 thousand, up to $2.0 million in the aggregate, if specified market capitalization thresholds ranging from $15.0 million to $30.0 million are met. |
|
|
(5) |
The RSUs vest quarterly commencing with the January 1, 2025 grant date, and the last will become fully vested in January 2026, subject to continued employment through the applicable vesting dates. |
|
|
(6) |
The RSUs vest quarterly commencing with the July 14, 2025 grant date, and the last will become fully vested in July 2026, subject to continued employment through the applicable vesting dates. |
|
|
(7) |
The RSUs vest quarterly commencing with the August 22, 2025 grant date, and the last will become fully vested in June 2026, subject to continued employment through the applicable vesting dates. |
|
|
(8) |
The RSUs vest annually commencing with the May 14, 2024 grant date, and the last will become fully vested in May 2028, subject to continued employment through the applicable vesting dates. |
|
|
(9) |
The RSUs vest quarterly commencing with the January 1, 2025 grant date, and the last will become fully vested in January 2026, subject to continued employment through the applicable vesting dates. |
|
64
Additional Narrative Disclosure
401(k) Plan
We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually. We make employer contributions under the 401(k) plan and also have the ability to make employer profit sharing contributions to the 401(k) plan. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.
Non-Employee Director Compensation
The Board reviews director compensation periodically to ensure that director compensation remains competitive such that the Company is able to recruit and retain qualified directors. In January 2026, the Board approved compensation for the 4 non-employee directors for the year ended December 31, 2025 of $327,595 in the form of 216,950 RSUs. In December 2024, the 4 non-employee directors received compensation of $371,507 in the form of 30,049 RSUs. In December 2023, the Company adopted a board of directors compensation program that is designed to align compensation with the Companys business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize, and reward directors who contribute to the long-term success of the Company. Under that program, our non-employee directors are eligible to receive the following:
Annual base retainer of $100,000, to be paid as determined by the Compensation Committee;
Committee Chair Retainers: Audit Committee, $10,000; Compensation Committee, $5,000; and Nominating and Corporate Governance Committee, $5,000.
Committee Member Retainers: Audit Committee, $5,000; Compensation Committee, $2,500; and Nominating and Corporate Governance Committee, $2,500.
Our non-employee directors are also reimbursed for their reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.
Disclosure of Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information.
Disclosure of Registrant's Action to Recover Erroneously Awarded Compensation
In response to Item 402(w) of Regulation S-K, there was no time during or after the last completed fiscal year that the Company was required to either prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Companys compensation recovery policy, or had an outstanding balance as of the end of the last completed fiscal year of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement.
Rule 10b5-1 Sales Plans
Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our insider trading policy. The sale of any shares under such a plan will be subject to the Lock-Up Agreements, to the extent that the selling director or executive officer is a party thereto.
2025 Policies and Practices Related to the Grant of Certain Equity Awards
In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before or one business day after the
65
release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information (MNPI). Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.
66
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes our equity securities authorized for issuance as of December 31, 2025.
|
|
|
Plan Category |
|
Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) (1) |
|
|
|
Equity compensation plans approved by shareholders |
|
|
12,494 |
|
|
$ |
1,577.59 |
|
|
|
487,510 |
|
|
|
Equity compensation plans not approved by shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
12,494 |
|
|
$ |
1,577.59 |
|
|
|
487,510 |
|
|
|
|
|
(1) |
Includes 486,366 shares available pursuant to our 2023 Equity Incentive Plan and 1,144 shares available pursuant to our Employee Stock Purchase Plan. The total number of securities remaining available for future issuance indicated above reflects the expansion of shares available under the 2023 EIP Plan, to 1,000,000 shares, which Banzais shareholders approved on February 28, 2025. |
|
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of shares of our Class A Common Stock and Class B Common Stock as of the date hereof for:
each person known to us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock;
each of our named executive officers;
each of our directors; and
all directors and named executive officers as a group.
Beneficial ownership of our Common Stock is determined in accordance with the rules of the SEC and generally includes voting and investment power with respect to the securities. Except as otherwise provided by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock used to calculate the percentage ownership of each listed person includes the shares of Common Stock underlying options or warrants or convertible securities held by such persons that are currently exercisable or convertible within 60 days of the date hereof, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Beneficial ownership as set forth below is based on our review of our record stockholders list and public ownership reports filed by certain stockholders of the Company and may not include certain securities held in brokerage accounts or beneficially owned by the stockholders described below.
The percentage of beneficial ownership is based on 16,947,708 shares of Class A Common Stock and 607,998 shares of Class B Common Stock outstanding as of March 27, 2026.
67
|
|
|
|
|
Class A Common Stock |
|
|
Class B Common Stock |
|
|
Total Voting Power |
|
|
Name and Address of Beneficial Owner |
|
Shares |
|
|
|
% |
|
|
Shares |
|
|
% |
|
|
% |
|
|
Directors and Named Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Davy (1) |
|
|
31,087 |
|
|
|
* |
|
|
|
607,998 |
|
|
|
100.0 |
% |
|
|
26.5 |
% |
|
|
|
Paula Boggs (2) |
|
|
7,673 |
|
|
|
* |
|
|
|
|
|
|
* |
|
|
* |
|
|
|
|
Jack Leeney (3) |
|
|
6,998 |
|
|
|
* |
|
|
|
|
|
|
* |
|
|
* |
|
|
|
|
Kent Schofield (4) |
|
|
9,645 |
|
|
|
* |
|
|
|
|
|
|
* |
|
|
* |
|
|
|
|
Mason Ward (5) |
|
|
8,223 |
|
|
|
* |
|
|
|
|
|
|
* |
|
|
* |
|
|
|
|
Dean Ditto (6) |
|
|
52,108 |
|
|
|
* |
|
|
|
|
|
|
* |
|
|
* |
|
|
|
|
Simon Baumer (7) |
|
|
46,201 |
|
(2) |
|
* |
|
|
|
|
|
|
* |
|
|
* |
|
|
|
|
All Directors and Executive Officers of the Company as a Group (7 Individuals) |
|
|
161,935 |
|
|
|
* |
|
|
|
607,998 |
|
|
|
100.0 |
% |
|
|
27.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five Percent or Greater Holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CP BF Lending, LLC (8) |
|
|
2,682,074 |
|
|
|
|
15.8 |
% |
|
|
|
|
|
* |
|
|
|
11.6 |
% |
|
|
|
FE IV OR Aggregator, LLC (9) |
|
|
1,226,624 |
|
|
|
|
7.2 |
% |
|
|
|
|
|
* |
|
|
|
5.3 |
% |
|
|
|
|
|
* |
Less than 1%. |
|
|
|
Unless otherwise noted, the business address of each of the following persons is c/o Banzai International, Inc., 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. |
|
|
|
Each share of Common Stock entitles its holders to one vote per share; each share of Class B Common Stock entitles its holder to ten votes on all matters presented to our stockholders generally. As a result, percentage of voting power is based on 23,027,688 total votes. |
|
|
(1) |
Consists of 30,488 shares of Class A Common Stock, 607,998 shares of Class B Common Stock, and options to purchase 599 shares of Class A Common Stock exercisable within 60 days of March 27, 2026 held directly by Joseph Davy. |
|
|
(2) |
Consists of 7,673 shares of Class A Common Stock held directly by Paula Boggs. |
|
|
(3) |
Consists of 6,998 shares of Class A Common Stock held directly by Jack Leeney. |
|
|
(4) |
Consists of 9,645 shares of Class A Common Stock held directly by Kent Schofield. |
|
|
(5) |
Consists of 8,223 shares of Class A Common Stock and warrants to purchase 706 shares of Class A Common Stock held directly by Mason Ward. |
|
|
(6) |
Consists of 9,856 shares of Class A Common Stock held directly by Dean Ditto, and 42,252 RSUs that will vest into shares of Class A Common Stock within 60 days of March 27, 2026. |
|
|
(7) |
Consists of 9,709 shares of Class A Common Stock held directly by Simon Baumer, 36,167 RSUs that will vest into shares of Class A Common Stock within 60 days of March 27, 2026, and options to purchase 325 shares of Class A Common Stock exercisable within 60 days of March 27, 2026. |
|
|
(8) |
Columbia Pacific Advisors may be deemed to beneficially own the securities held by CP BF Lending, LLC because they are the controlling members of the Board of Managers of Columbia Pacific Advisors, LLC. Columbia Pacific Advisors LLC is the manager of CP Business Finance GP, LLC, the manager of CP BF Lending, LLC. The address of CP BF Lending, LLC is 1910 Fairview Ave. E., Suite 300, Seattle, WA 98102. |
|
|
(9) |
Includes (i) 49,996 shares of Class A common stock held by FE IV OR Aggregator, LLC (FE Aggregator) and (ii) 1,176,628 shares of Class A common stock issuable upon the exercise of Pre-Funded Warrants held by FE Aggregator. FE Aggregators right to exercise Pre-Funded Warrants at any particular time is subject to the Beneficial Ownership Limitation described above, however, for purposes of the second column of the above table, all shares of Class A common stock underlying the Pre-Funded Warrants have been included. As the manager, of FE Aggregator, Frederick N. Coulson, IV may be deemed to have voting and dispositive power over the shares of Class A common stock held by FE Aggregator. The address of FE Aggregator and Mr. Coulson is 4801 Main Street, Suite 700, Kansas City, MO 64112. |
|
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Related Party Transactions
The information required by Item 404 of Regulation S-K is incorporated herein by reference to Notes 5 and 12 to the consolidated financial statements of this Annual Report on Form 10-K. Except as disclosed in such notes, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2024, in which the amount
68
involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.
Related Person Transactions Policy
The Company is in the process of formally adopting a written related person transactions policy. The Board has historically identified, reviewed and approved any transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in Banzai or any of its subsidiaries and related persons are, were or would be participants, including the transactions described above. Prior to approving such a transaction, the material facts as to a director or officers relationship or interest in the agreement or transaction were disclosed to the Board.
Under the policy, a related person is any executive officer, director, nominee to become a director or a security holder known by us to beneficially own more than 5% of any class of our voting securities (a significant stockholder), including any of their immediate family members and affiliates, including entities controlled by such persons or such person has a 5% or greater beneficial ownership interest.
Each director and executive officer shall identify, and we shall request each significant stockholder to identify, any related person transaction involving such director, executive officer or significant stockholder or his, her or its immediate family members and inform the Chair of our Audit Committee pursuant to this policy before such related person may engage in the transaction. Each related person transaction must be reviewed and approved in accordance with our related party transactions policy either by the Audit Committee or, if the Audit Committee determines that the approval of such related party transaction should be considered by all of the disinterested, independent members of the Board, by the disinterested, independent members of the Board by the vote of a majority thereof.
In considering related person transactions, our Audit Committee or the disinterested, independent members of the Board, as the case may be, take into account the relevant available facts and circumstances, which may include, but are not limited to:
the size of the transaction and the amount payable to a related party;
the nature of the interest of the related party in the transaction;
whether the transaction may involve a conflict of interest;
whether the transaction involves the provision of goods or services to the Company that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties; and
any other information regarding the related party transaction or related party that would be material to investors in light of the circumstances of the transaction.
Our Audit Committee or the disinterested, independent members of the Board, as the case may be, shall approve only those related party transactions that they determine in good faith, based on all of the relevant information available to them, are in the best interests of the Company and our stockholders.
Item 14. Principal Accountant Fees and Services.
Independent Registered Public Accounting Firm
Fees for professional services provided by our independent registered public accounting firms Bush & Associates CPA LLC for the year ended December 31, 2025, and Marcum LLP for the year ended December 31, 2024, are as follows:
|
|
|
|
|
Year Ended December 31, |
|
|
|
($ in Thousands) |
|
2025 |
|
|
2024 |
|
|
|
Audit fees (1) |
|
$ |
336 |
|
|
$ |
770 |
|
|
|
Audit-related fees (2) |
|
|
|
|
|
|
|
|
|
|
Tax fees |
|
|
|
|
|
|
|
|
|
|
All other fees |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
336 |
|
|
$ |
770 |
|
|
69
|
|
|
(1) |
Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services rendered in connection with our statutory and regulatory filings. |
|
|
(2) |
Audit-related services consist of fees for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. |
|
Pre-Approval Policy
Except as permitted under federal law and SEC rules, all audit and non-audit services performed by our auditors must be pre-approved by the Audit Committee, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). All services reflected in the foregoing table were pre-approved by the Audit Committee in 2025 and 2024.
70
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(1) Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6797)
Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024
Consolidated Statements of Stockholders Deficit for the Years ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024
Notes to the Consolidated Financial Statements
(2) Financial Statements Schedules:
(3) All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(4) Exhibits: The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
Item 16. Form 10-K Summary.
Not applicable.
71
Exhibit Index
|
|
|
ExhibitNumber |
|
Description |
|
|
2.1+ |
|
Agreement and Plan of Merger, dated December 8, 2022, by and among Banzai, 7GC, First Merger Sub and Second Merger Sub (incorporated by reference to Annex A-1 to the Registration Statement on Form S-4 filed on August 31, 2023). |
|
|
2.2 |
|
Amendment to Agreement and Plan of Merger, dated August 4, 2023, by and among the Company and 7GC (incorporated by reference to Annex A-2 to the Registration Statement on Form S-4 filed on August 31, 2023). |
|
|
2.3 |
|
Agreement and Plan of Merger, dated December 10, 2024, by and among Banzai International, Inc., Banzai Reel Acquisition, Inc. ClearDoc, Inc., and certain stockholders of ClearDoc, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 19, 2024). |
|
|
2.4 |
|
Acquisition Agreement, dated December 19, 2024, by and among Banzai International, Inc., Vidello Limited, and the Shareholders of Vidello Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 20, 2024). |
|
|
2.5 |
|
Agreement and Plan of Merger, dated January 22, 2025 by and between Banzai International, Inc. and Act-On Software, Inc. (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025) |
|
|
3.1 |
|
Second Amended and Restated Certificate of Incorporation of the Company, dated December 14, 2023. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
3.2 |
|
Second Amended and Restated Bylaws of the Company, dated December 14, 2023 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
3.3 |
|
Third Amended and Restated Bylaws of the Company, dated March 3, 2025 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 4, 2025). |
|
|
3.4 |
|
Amendment to Second Amended and Restated Certificate of Incorporation of the Company, dated September 11, 2024. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 16, 2024). |
|
|
3.5 |
|
Amendment to Second Amended and Restated Certificate of Incorporation of the Company, dated March 3, 2025. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 4, 2025). |
|
|
3.6 |
|
Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on July 3, 2025). |
|
|
3.7 |
|
Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 17, 2025). |
|
|
4.1 |
|
Specimen Class A Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
4.2 |
|
Specimen Class B Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
4.3 |
|
Specimen Warrant Certificate of the Company (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
4.4 |
|
Warrant Agreement, dated December 22, 2020, by and between 7GC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by 7GC on December 28, 2020). |
|
|
4.5 |
|
Amended and Restated Convertible Promissory Note, by and among Banzai and CP BF Lending, LLC (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023). |
|
|
4.6 |
|
Subordinated Promissory Note, dated December 13, 2023, issued by the Company to Alco Investment Company (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
4.7 |
|
Warrant to Purchase Shares of Common Stock of Banzai International, Inc., dated December 15, 2023, issued by the Company to GEM Yield Bahamas Limited (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
4.8 |
|
Promissory Note, dated as of December 14, 2023, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 18, 2023). |
|
|
4.9 |
|
Promissory Note, dated as of February 5, 2024, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1 filed on February 5, 2024). |
|
72
|
|
|
4.10 |
|
Promissory Note Agreement, dated as of March 26, 2024, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K filed on April 15, 2025). |
|
|
4.11* |
|
Description of Securities. |
|
|
4.12 |
|
Certificate of Designation of Series FE Preferred Stock (incorporated by reference to the 8-K filed on December 19, 2024). |
|
|
4.13 |
|
Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on July 3, 2025). |
|
|
4.14 |
|
Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on July 3, 2025). |
|
|
10.1 |
|
Letter Agreement, dated December 22, 2020, by and among 7GC, its officers, its directors and the 7GC Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by 7GC on December 28, 2020). |
|
|
10.2 |
|
Private Placement Warrants Purchase Agreement, dated December 22, 2020, by and between 7GC and the 7GC Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by 7GC on December 15, 2020). |
|
|
10.3 |
|
Amended and Restated Registration Rights Agreement, dated December 14, 2023, by and among the Company, the 7GC Sponsor, certain stockholders of the Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
10.4 |
|
Form of Lock-Up Agreement, by and between the Company and certain stockholders and executives of Legacy Banzai (incorporated by reference to Annex D to the Registration Statement on Form S-4 filed on August 31, 2023). |
|
|
10.5# |
|
Banzai International, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on March 25, 2024). |
|
|
10.6# |
|
Banzai International, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed on March 25, 2024). |
|
|
10.7 |
|
Loan Agreement, dated February 19, 2021, by and among the Company, Joseph P. Davy as an Individual Guarantor, Demio, Inc., as an Individual Guarantor and CP BF Lending, LLC, as Lender (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023). |
|
|
10.8 |
|
Forbearance Agreement, dated August 24, 2023, by and among the Company, the guarantors party to the Loan Agreement (as defined therein), and CP BF Lending, LLC (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023). |
|
|
10.9 |
|
Promissory Note, dated October 3, 2023, issued by 7GC to the 7GC Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by 7GC on October 4, 2023). |
|
|
10.10 |
|
Standby Equity Purchase Agreement, dated as of December 14, 2023, by and among the Company, YA II PN, LTD., and Banzai Operating Co LLC (f/k/a Banzai International, Inc.). (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 18, 2023). |
|
|
10.11 |
|
Registration Rights Agreement, dated as of December 14, 2023, by and between the Company and YA II PN, LTD. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 18, 2023). |
|
|
10.12 |
|
Share Transfer Agreement, dated December 13, 2023, by and among the Company, the 7GC Sponsor and Alco Investment Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
10.13# |
|
Form of Indemnification Agreement by and between the Company and its directors and officers (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on December 20, 2023). |
|
|
10.14 |
|
Settlement Agreement, dated February 5, 2024, by and between the Company, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (incorporated by reference to Exhibit 10.27 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024). |
|
|
10.15 |
|
Unsecured Promissory Note, dated February 5, 2024, issued by the Company to GEM Global Yield LLC SCS (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on February 8 ,2024). |
|
|
10.16 |
|
Supplemental Agreement, dated February 5, 2024, by and between the Company and YA II PN, LTD (incorporated by reference to Exhibit 10.29 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024). |
|
|
10.17 |
|
Form of Convertible Promissory Note issued to YA II PN, LTD (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed on February 3, 2025). |
|
73
|
|
|
10.18 |
|
Second Amendment to Loan Agreement by and among the Company, Demio Holding Inc., Banzai Operating Co. LLC and CP BF Lending, LLC, as Lender dated as of September 23, 2024 (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K/A filed on September 27, 2024). |
|
|
10.19 |
|
Debt Repayment Agreement, dated as of May 3, 2024, by and among the Company and Yorkville (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on May 16, 2024). |
|
|
10.20 |
|
Amended and Restated Debt Repayment Agreement, dated as of May 22, 2024, by and between the Company and Yorkville (incorporated by reference to Exhibit 4.12 to the Registration Statement filed on Form S-1 on September 19, 2024). |
|
|
10.21 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 28, 2024). |
|
|
10.22 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 27, 2024). |
|
|
10.23 |
|
Lock-up Agreement, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K filed on September 25, 2024). |
|
|
10.24 |
|
Form of Registration Rights Agreement, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed on September 25, 2024). |
|
|
10.25 |
|
Securities Purchase Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed on September 25, 2024). |
|
|
10.26 |
|
Lock-up Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.25 to the Current Report on Form 8-K filed on September 25, 2024). |
|
|
10.27 |
|
Form of Registration Rights Agreement, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K filed on September 25, 2024). |
|
|
10.28 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 27, 2024). |
|
|
10.29 |
|
Securities Purchase Agreement, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). |
|
|
10.30 |
|
Side Letter to the Loan Agreement with CP BF Lending, LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on September 25, 2024). |
|
|
10.31 |
|
Floor Price Adjustment Agreement with Yorkville Advisors (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). |
|
|
10.32 |
|
Consulting Agreement dated as of September 26, 2024 by and between the Company and Hudson Global Ventures, LLC (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). |
|
|
10.33 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 10, 2024). |
|
|
10.34 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 10, 2024). |
|
|
10.35 |
|
Form of Subscription Booklet (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025) |
|
|
10.36 |
|
Form of Pre-Funded Warrant (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025) |
|
|
10.37 |
|
Voting and Support Agreement, dated January 22, 2025 by and between Banzai International, Inc and Joseph Davy (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025). |
|
|
10.38 |
|
Form of Share Consideration Escrow Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 23, 2025). |
|
|
10.39 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on January 23, 2025). |
|
|
10.40 |
|
Voting and Support Agreement, dated December 10, 2024, by and between Joseph P. Davy and Banzai International Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 10, 2024). |
|
|
10.41 |
|
Form of Lock-Up Agreement (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed on December 20, 2024). |
|
74
|
|
|
10.42 |
|
Form of Pre-Funded Warrant (incorporated by reference to exhibit 10.2 to the Current Report on Form 8-K filed on December 20, 2024). |
|
|
10.43 |
|
Voting and Support Agreement, dated December 19, 2024, by and between Banzai International Inc., and Joseph P. Davy (incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K filed on December 20, 2024). |
|
|
10.44 |
|
Closing Letter Agreement, dated January 24, 2025, by and among Banzai International, Inc., Vidello Limited and certain shareholders of Vidello Limited (incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K filed on January 31, 2025). |
|
|
10.45 |
|
Subordinated Business Loan and Security Agreement dated March 31, 2025, by and between Banzai International, Inc., Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 11, 2025). |
|
|
10.46 |
|
Subordinated Secured Promissory Note dated March 31, 2025, by and between Banzai International, Inc., Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 11, 2025). |
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|
10.47 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 3, 2025). |
|
|
10.48 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 3, 2025). |
|
|
10.49 |
|
Form of Leak-Out Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 3, 2025). |
|
|
10.50 |
|
At-The-Market Offering Agreement by and between Banzai International, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on August 27, 2025). |
|
|
10.51 |
|
Side Letter to the Loan Agreement, dated October 10, 2025, by and among Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on October 17, 2025). |
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|
10.52 |
|
Amendment to Side Letter to the Loan Agreement, dated October 15, 2025, by and among Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on October 17, 2025). |
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|
10.53 |
|
Exchange Agreement, dated December 15, 2025, by and among Banzai International, Inc., Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 17, 2025). |
|
|
10.54 |
|
Forbearance Agreement, dated December 15, 2025, by and among Banzai International, Inc., Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 17, 2025). |
|
|
19.1 |
|
Banzai International, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on April 15, 2025). |
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21.1* |
|
List of Subsidiaries. |
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23.1* |
|
Consent of Marcum, LLP. |
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31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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|
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
32.2** |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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|
97.1 |
|
Banzai International, Inc. Policy on Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on April 15, 2025). |
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101.INS |
|
Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* |
Filed herewith. |
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** |
Furnished herewith. |
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+ |
The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
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# |
Indicates management contract or compensatory plan or arrangement. |
|
75
Item 16. Form 10-K Summary
Not applicable.
76
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| |
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BANZAI INTERNATIONAL, INC. |
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Date: March 31, 2026 |
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By: |
/s/ Joseph Davy |
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Joseph Davy |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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Name |
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Title |
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Date |
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/s/ Joseph Davy |
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Chief Executive Officer and Director |
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March 31, 2026 |
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Joseph Davy |
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(Principal Executive Officer) |
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/s/ Dean Ditto |
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Chief Financial Officer |
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March 31, 2026 |
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Dean Ditto |
|
(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Paula Boggs |
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Director |
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March 31, 2026 |
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Paula Boggs |
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/s/ Jack Leeney |
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Director |
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March 31, 2026 |
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Jack Leeney |
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/s/ Mason Ward |
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Director |
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March 31, 2026 |
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Mason Ward |
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77
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Report of Independent Registered Public Accounting Firm(PCAOB ID: 6797) |
F-1 |
|
|
Report of Independent Registered Public Accounting Firm(PCAOB ID: 688) |
F-4 |
|
|
Consolidated Balance Sheets as of December 31, 2025 and 2024 |
F-5 |
|
|
Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024 |
F-6 |
|
|
Consolidated Statements of Stockholders Equity (Deficit) for the Years ended December 31, 2025 and 2024 |
F-7 |
|
|
Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 |
F-9 |
|
|
Notes to the Consolidated Financial Statements |
F-12 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders,
Banzai International, Inc.
OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS
We have audited the accompanying consolidated balance sheets of Banzai International, Inc. (the Company) as of December 31, 2025, and the related statements of operations, change in stockholders deficit, and cash flows for the year then ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
BASIS FOR OPINION
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Companys Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that
F-1
are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that the following is a critical audit matter:
1.
Acquisition of Vidello Limited
As described in Note 4 to the consolidated financial statements, the acquisition of Vidello Limited completed on January 31, 2025, whereby the Company paid to the Vidello Shareholders, $2,745,031 in cash, whereby $2,500,000 are withheld for indemnification expenses and other holdback provisions in accordance with the Vidello Merger Agreement, and issued 89,820 shares of Class A Common Stock together with the Cash Consideration, with allocation to identifiable assets, liabilities, and goodwill material to the consolidated financial statements.
We identified the accounting for this acquisition as a critical audit matter because of the significant judgment required by management in determining (1) valuing equity consideration; (2) Level 3 fair values for Vidello intangibles using unobservable inputs (discount rates, growth rates from preliminary data, comparables); (3) goodwill calculation as residual; (4) Contingent earn-outs/holdbacks scrutiny. Auditing these valuations required a high degree of auditor judgment as well as the involvement of our valuation specialists.
Our audit procedures related to the Companys accounting for the acquisition included the following, among others:
Understand the transaction structure, acquisition date, and identify the acquirer.
Agree the total consideration (cash, shares, warrants, contingent/earnout) to transaction documents and records.
Test the accounting and fairvalue measurement of contingent/earnout consideration,
Verify identification and fairvalue allocation of identifiable assets (PP&E, intangibles) and liabilities assumed.
Engaging our valuation specialists to assist in evaluating the appropriateness of the valuation methodologies and key assumptions (growth rates, discount rates, multiples, terminal value) in the clients valuation report.
Test the underlying financial data (revenue, EBITDA, working capital) used in the valuation against Videllos financials.
Obtaining and reviewing the Stock Purchase Agreement and related documents to understand the terms and conditions of the transaction
Testing the mathematical accuracy of managements calculations
Evaluating the adequacy of the Companys disclosures related to the acquisition
2.
Fair Value Measurement of Level 3 Financial Instruments and Acquisition-Related Assets
As described in Note 7 to the consolidated financial statements, the Company has issued multiple debt and financing instruments, including convertible notes, warrants, and acquisition-related goodwill and definite-lived intangible assets.
The valuation of these liabilities requires the use of complex models (e.g., Monte Carlo simulations, BlackScholes option pricing models, discounted cash flow models) and involves significant management judgment regarding volatility, discount rates, expected terms, credit spreads, and probabilityweighted conversion outcomes. These estimates are subjective, involve high measurement uncertainty, and are material to the financial statements. Therefore, this matter required especially challenging auditor judgment.
F-2
Our audit procedures included, among others:
Reading and assessing the terms of the relevant agreements to confirm terms driving valuation inputs.
Testing the reasonableness of key valuation inputs by comparing managements assumptions to observable market data, including interest rates, volatility benchmarks, and creditrisk information.
Engaging our valuation specialists to assist in evaluating the appropriateness of the valuation methodologies and independently developing fair value estimates to compare with managements recorded amounts.
Testing the completeness and accuracy of the underlying data used in the valuation models.
Assessing the adequacy of related disclosures in the financial statements.
/s/Bush & Associates CPA LLC
We have served as the Companys auditor since 2025.
Las Vegas, Nevada
March 31, 2026
PCAOB ID Number 6797
F-3
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Banzai International, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Banzai International, Inc. (the Company) as of December 31, 2024, the related consolidated statements of operations, stockholders equity (deficit) and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Companys auditor from 2023 to 2025.
Marlton, NJ
April 15, 2025, except for Note 1 as to which the date is September 12, 2025
F-4
PART IFINANCIAL INFORMATION
BANZAI INTERNATIONAL, INC.
Consolidated Balance Sheets
|
|
|
|
|
As of December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
259,205 |
|
|
$ |
1,087,497 |
|
|
|
Accounts receivable, net of allowance for credit losses of $41,341and $24,210, respectively |
|
|
709,203 |
|
|
|
936,321 |
|
|
|
Prepaid expenses and other current assets |
|
|
445,089 |
|
|
|
643,674 |
|
|
|
Total current assets |
|
|
1,413,497 |
|
|
|
2,667,492 |
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
8,246 |
|
|
|
3,539 |
|
|
|
Intangible assets, net |
|
|
8,027,391 |
|
|
|
3,883,853 |
|
|
|
Goodwill |
|
|
21,991,721 |
|
|
|
18,972,475 |
|
|
|
Operating lease right-of-use assets |
|
|
55,871 |
|
|
|
72,565 |
|
|
|
Bifurcated embedded derivative asset related party |
|
|
9,000 |
|
|
|
63,000 |
|
|
|
Deferred offering costs |
|
|
121,788 |
|
|
|
|
|
|
|
Other assets |
|
|
4,000 |
|
|
|
11,154 |
|
|
|
Total assets |
|
|
31,631,514 |
|
|
|
25,674,078 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
2,494,451 |
|
|
|
7,782,746 |
|
|
|
Accrued expenses and other current liabilities |
|
|
4,353,943 |
|
|
|
3,891,018 |
|
|
|
Convertible notes related party |
|
|
4,922,601 |
|
|
|
8,639,701 |
|
|
|
Convertible notes |
|
|
|
|
|
|
215,057 |
|
|
|
Convertible notes, carried at fair value |
|
|
1,856,000 |
|
|
|
|
|
|
|
Convertible notes (Yorkville) |
|
|
1,200,501 |
|
|
|
|
|
|
|
Notes payable, carried at fair value |
|
|
2,591,310 |
|
|
|
3,575,000 |
|
|
|
Warrant liability |
|
|
378 |
|
|
|
15,000 |
|
|
|
Warrant liability related party |
|
|
|
|
|
|
2,300 |
|
|
|
Private placement warrant liability |
|
|
295,603 |
|
|
|
|
|
|
|
Earnout liability |
|
|
990,673 |
|
|
|
14,850 |
|
|
|
Due to related party |
|
|
|
|
|
|
167,118 |
|
|
|
Deferred revenue |
|
|
3,642,527 |
|
|
|
3,934,627 |
|
|
|
Operating lease liabilities, current |
|
|
22,823 |
|
|
|
22,731 |
|
|
|
Total current liabilities |
|
|
22,370,810 |
|
|
|
28,260,148 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue, non-current |
|
|
93,726 |
|
|
|
117,643 |
|
|
|
Deferred tax liability |
|
|
1,078,055 |
|
|
|
10,115 |
|
|
|
Operating lease liabilities, non-current |
|
|
33,922 |
|
|
|
49,974 |
|
|
|
Total liabilities |
|
|
23,576,513 |
|
|
|
28,437,880 |
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies(Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit): |
|
|
|
|
|
|
|
|
Common stock, $0.0001par value, 275,000,000(250,000,000Class A and 25,000,000Class B) shares authorized and 10,546,333(10,315,219Class A and 231,114Class B) and 819,516(588,402Class A and 231,114Class B) shares issued and outstanding at December 31, 2025 and 2024, respectively |
|
|
1,055 |
|
|
|
82 |
|
|
|
Preferred stock, $0.0001par value, 75,000,000shares authorized, 1and 1shares issued and outstanding at December 31, 2025 and 2024, respectively |
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
108,911,110 |
|
|
|
75,515,829 |
|
|
|
Accumulated other comprehensive (loss) income |
|
|
(85,377 |
) |
|
|
|
|
|
|
Accumulated deficit |
|
|
(100,771,787 |
) |
|
|
(78,279,713 |
) |
|
|
Stockholders' equity (deficit) |
|
|
8,055,001 |
|
|
|
(2,763,802 |
) |
|
|
Total liabilities and stockholders' equity (deficit) |
|
$ |
31,631,514 |
|
|
$ |
25,674,078 |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
BANZAI INTERNATIONAL, INC.
Consolidated Statements of Operations
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Operating income: |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
12,161,419 |
|
|
$ |
4,527,879 |
|
|
|
Cost of revenue |
|
|
2,188,583 |
|
|
|
1,422,542 |
|
|
|
Gross profit |
|
|
9,972,836 |
|
|
|
3,105,337 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
27,287,345 |
|
|
|
16,548,902 |
|
|
|
Depreciation and amortization expense |
|
|
1,150,471 |
|
|
|
24,179 |
|
|
|
Total operating expenses |
|
|
28,437,816 |
|
|
|
16,573,081 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(18,464,980 |
) |
|
|
(13,467,744 |
) |
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income): |
|
|
|
|
|
|
|
|
GEM settlement fee expense |
|
|
|
|
|
|
200,000 |
|
|
|
Interest income |
|
|
(2,955 |
) |
|
|
(10 |
) |
|
|
Interest expense |
|
|
1,227,509 |
|
|
|
|
|
|
|
Interest expense related party |
|
|
1,156,984 |
|
|
|
3,047,101 |
|
|
|
Gain on extinguishment of liabilities |
|
|
(4,488,627 |
) |
|
|
(680,762 |
) |
|
|
Gain on release of Vidello revenue holdback |
|
|
(973,000 |
) |
|
|
|
|
|
|
Loss on debt issuance |
|
|
444,000 |
|
|
|
653,208 |
|
|
|
Loss on private placement issuance |
|
|
4,873,509 |
|
|
|
|
|
|
|
Loss on issuance of term notes |
|
|
110,500 |
|
|
|
|
|
|
|
Loss on issuance of convertible bridge notes |
|
|
152,826 |
|
|
|
|
|
|
|
Loss on conversion and settlement of Alco promissory notes related party |
|
|
|
|
|
|
4,808,882 |
|
|
|
Loss on conversion and settlement of CP BF notes related party |
|
|
|
|
|
|
6,529,402 |
|
|
|
Loss on extinguishment of debt, net |
|
|
2,402,732 |
|
|
|
1,071,563 |
|
|
|
Change in fair value of warrant liability |
|
|
(1,243,528 |
) |
|
|
(626,000 |
) |
|
|
Change in fair value of warrant liability related party |
|
|
(2,300 |
) |
|
|
(572,700 |
) |
|
|
Change in fair value of bifurcated embedded derivative assets related party |
|
|
54,000 |
|
|
|
(51,000 |
) |
|
|
Change in fair value of convertible notes |
|
|
(1,987,203 |
) |
|
|
693,000 |
|
|
|
Change in fair value of term notes |
|
|
173,055 |
|
|
|
88,588 |
|
|
|
Change in fair value of convertible bridge notes |
|
|
(46,253 |
) |
|
|
(10,176 |
) |
|
|
Yorkville prepayment premium expense |
|
|
|
|
|
|
80,760 |
|
|
|
Loss on Yorkville SEPA advances |
|
|
974,079 |
|
|
|
|
|
|
|
Vidello earnout expense |
|
|
485,720 |
|
|
|
|
|
|
|
Failed acquisition costs |
|
|
1,382,002 |
|
|
|
|
|
|
|
Goodwill impairment |
|
|
|
|
|
|
2,725,460 |
|
|
|
Other (income) expense, net |
|
|
(726,572 |
) |
|
|
88,329 |
|
|
|
Total other expenses, net |
|
|
3,966,478 |
|
|
|
18,045,645 |
|
|
|
Loss before income taxes |
|
|
(22,431,458 |
) |
|
|
(31,513,389 |
) |
|
|
Income tax expense |
|
|
60,617 |
|
|
|
|
|
|
|
Net loss |
|
$ |
(22,492,075 |
) |
|
$ |
(31,513,389 |
) |
|
|
|
|
|
|
|
|
|
|
|
Deemed dividend - Series A and Series B warrant modification (net of tax) |
|
|
|
|
|
|
(418,360 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common shareholders |
|
$ |
(22,492,075 |
) |
|
$ |
(31,095,029 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to common shareholders |
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
(5.95 |
) |
|
$ |
(69.75 |
) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
3,782,998 |
|
|
|
445,817 |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
BANZAI INTERNATIONAL, INC.
Consolidated Statements of Stockholders' Equity (Deficit)
for the year ended December 31, 2025 and 2024
|
|
|
|
|
Series A Preferred Stock |
|
|
Series FE Preferred Stock |
|
|
Common Stock |
|
|
AdditionalPaid-in- |
|
|
Accumulated Other Comprehensive |
|
|
Accumulated |
|
|
TotalStockholders' |
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Share |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
(loss) income |
|
|
Deficit |
|
|
Equity |
|
|
|
Balance December 31, 2024 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
819,516 |
|
|
$ |
82 |
|
|
$ |
75,515,829 |
|
|
$ |
|
|
|
$ |
(78,279,713 |
) |
|
$ |
(2,763,802 |
) |
|
|
Shares issued to Yorkville under the SEPA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,882,001 |
|
|
|
289 |
|
|
|
18,602,931 |
|
|
|
|
|
|
|
|
|
|
|
18,603,220 |
|
|
|
Shares issued under ATM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,816,387 |
|
|
|
182 |
|
|
|
3,429,075 |
|
|
|
|
|
|
|
|
|
|
|
3,429,257 |
|
|
|
Shares issued to FE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,176,628 |
|
|
|
118 |
|
|
|
(118 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued upon private placement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,237 |
|
|
|
6 |
|
|
|
329,990 |
|
|
|
|
|
|
|
|
|
|
|
329,996 |
|
|
|
Shares issued for payment to Hudson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,600 |
|
|
|
14 |
|
|
|
974,247 |
|
|
|
|
|
|
|
|
|
|
|
974,261 |
|
|
|
Shares issued for payment to Verista |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
|
|
|
|
49,800 |
|
|
|
|
|
|
|
|
|
|
|
49,800 |
|
|
|
Shares issued for payment to Houlihan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,000 |
|
|
|
1 |
|
|
|
30,809 |
|
|
|
|
|
|
|
|
|
|
|
30,810 |
|
|
|
Shares issued for payment to Perkins Coie |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,000 |
|
|
|
13 |
|
|
|
365,287 |
|
|
|
|
|
|
|
|
|
|
|
365,300 |
|
|
|
Shares issued for payment to Acorn |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,158 |
|
|
|
1 |
|
|
|
22,631 |
|
|
|
|
|
|
|
|
|
|
|
22,632 |
|
|
|
Shares issued for Vidello acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,820 |
|
|
|
9 |
|
|
|
1,661,668 |
|
|
|
|
|
|
|
|
|
|
|
1,661,677 |
|
|
|
Shares issued to 1800 Diagonal for conversions of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240,883 |
|
|
|
24 |
|
|
|
457,469 |
|
|
|
|
|
|
|
|
|
|
|
457,493 |
|
|
|
Shares issued to 3i for conversions of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,565,781 |
|
|
|
257 |
|
|
|
4,342,859 |
|
|
|
|
|
|
|
|
|
|
|
4,343,116 |
|
|
|
Shares issued to Agile for conversions of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
232,786 |
|
|
|
23 |
|
|
|
283,977 |
|
|
|
|
|
|
|
|
|
|
|
284,000 |
|
|
|
Shares issued to CP BF for conversions of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,700 |
|
|
|
6 |
|
|
|
165,455 |
|
|
|
|
|
|
|
|
|
|
|
165,461 |
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,679,231 |
|
|
|
|
|
|
|
|
|
|
|
2,679,231 |
|
|
|
Vesting of RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,954 |
|
|
|
20 |
|
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,882 |
|
|
|
10 |
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(85,377 |
) |
|
|
|
|
|
|
(85,377 |
) |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,492,075 |
) |
|
|
(22,492,075 |
) |
|
|
Balance December 31, 2025 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
10,546,333 |
|
|
$ |
1,055 |
|
|
$ |
108,911,110 |
|
|
$ |
(85,377 |
) |
|
$ |
(100,771,788 |
) |
|
$ |
8,055,001 |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-7
|
|
|
|
|
Series A Preferred Stock |
|
|
Series FE Preferred Stock |
|
|
Common Stock |
|
|
AdditionalPaid-in- |
|
|
Accumulated |
|
|
TotalStockholders' |
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Share |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity (Deficit) |
|
|
|
Balance December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258,529 |
|
|
|
26 |
|
|
|
14,890,169 |
|
|
|
(46,766,324 |
) |
|
|
(31,876,129 |
) |
|
|
Effect of reverse stock split |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible notes - related party |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,781 |
|
|
|
|
|
|
|
2,540,091 |
|
|
|
|
|
|
|
2,540,091 |
|
|
|
Shares issued to Yorkville for convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,416 |
|
|
|
5 |
|
|
|
4,129,995 |
|
|
|
|
|
|
|
4,130,000 |
|
|
|
Shares issued to Yorkville for commitment fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,420 |
|
|
|
|
|
|
|
500,000 |
|
|
|
|
|
|
|
500,000 |
|
|
|
Shares issued to Yorkville for redemption premium |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200 |
|
|
|
|
|
|
|
115,800 |
|
|
|
|
|
|
|
115,800 |
|
|
|
Shares issued to Roth for advisory fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,879 |
|
|
|
1 |
|
|
|
578,832 |
|
|
|
|
|
|
|
578,833 |
|
|
|
Shares issued to GEM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,000 |
|
|
|
2 |
|
|
|
784,941 |
|
|
|
|
|
|
|
784,943 |
|
|
|
Shares issued for marketing expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
947 |
|
|
|
|
|
|
|
334,772 |
|
|
|
|
|
|
|
334,772 |
|
|
|
Forfeiture of sponsor shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(200 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock and warrants, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,456 |
|
|
|
1 |
|
|
|
6,257,367 |
|
|
|
|
|
|
|
6,257,368 |
|
|
|
Incremental fair value of Series A and Series B warrant modification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
418,360 |
|
|
|
|
|
|
|
418,360 |
|
|
|
Deemed dividend - Series A and Series B warrant modification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(418,360 |
) |
|
|
|
|
|
|
(418,360 |
) |
|
|
Shares issued for exercise of Pre-Funded warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,322 |
|
|
|
2 |
|
|
|
864 |
|
|
|
|
|
|
|
866 |
|
|
|
Shares, warrants and pre-funded warrants issued to CP BF on modification of CP BF debt agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,085 |
|
|
|
3 |
|
|
|
1,287,000 |
|
|
|
|
|
|
|
1,287,003 |
|
|
|
Premium issued as part of CP BF debt modification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,079,225 |
|
|
|
|
|
|
|
4,079,225 |
|
|
|
Issuance of warrants to CP BF, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,763,161 |
|
|
|
|
|
|
|
2,763,161 |
|
|
|
Shares issued to MZHCI for investor relations services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,400 |
|
|
|
|
|
|
|
94,800 |
|
|
|
|
|
|
|
94,800 |
|
|
|
Shares issued to J.V.B for payment of outstanding debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,908 |
|
|
|
|
|
|
|
115,000 |
|
|
|
|
|
|
|
115,000 |
|
|
|
Shares, warrants and pre-funded warrants issued to Alco on settlement of Alco promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,242 |
|
|
|
3 |
|
|
|
8,866,617 |
|
|
|
|
|
|
|
8,866,620 |
|
|
|
Derecognition of Cantor fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000,000 |
|
|
|
|
|
|
|
4,000,000 |
|
|
|
Class A Shares issued for OpenReel acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,056 |
|
|
|
9 |
|
|
|
1,526,106 |
|
|
|
|
|
|
|
1,526,115 |
|
|
|
Pre-Funded Warrants issued for OpenReel acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,300,805 |
|
|
|
|
|
|
|
19,300,805 |
|
|
|
Series FE Preferred Stock issued for OpenReel acquisition |
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of RSUs to Board of Director members |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,939 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
Shares issued to Hudson for consulting fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,500 |
|
|
|
1 |
|
|
|
166,500 |
|
|
|
|
|
|
|
166,501 |
|
|
|
Conversion of convertible notes - CP BF |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,560 |
|
|
|
1 |
|
|
|
216,283 |
|
|
|
|
|
|
|
216,284 |
|
|
|
Shares issued to Perkins Coie LLP for payment of outstanding debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000 |
|
|
|
6 |
|
|
|
919,694 |
|
|
|
|
|
|
|
919,700 |
|
|
|
Issuance of shares to Yorkville under the SEPA agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,000 |
|
|
|
6 |
|
|
|
880,937 |
|
|
|
|
|
|
|
880,943 |
|
|
|
Shares issued for exercise of pre-funded warrants - HCW PIPE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117,647 |
|
|
|
12 |
|
|
|
1,164 |
|
|
|
|
|
|
|
1,176 |
|
|
|
Shares issued for exercise of pre-funded warrants - CP BF |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,470 |
|
|
|
3 |
|
|
|
27 |
|
|
|
|
|
|
|
30 |
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,165,680 |
|
|
|
|
|
|
|
1,165,680 |
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31,513,389 |
) |
|
|
(31,513,389 |
) |
|
|
Balance December 31, 2024 |
|
|
|
|
|
$ |
|
|
|
|
1 |
|
|
$ |
|
|
|
|
819,516 |
|
|
$ |
82 |
|
|
$ |
75,515,829 |
|
|
$ |
(78,279,713 |
) |
|
$ |
(2,763,802 |
) |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-8
BANZAI INTERNATIONAL, INC.
Consolidated Statements of Cash Flows
F-9
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(22,492,075 |
) |
|
$ |
(31,513,389 |
) |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
1,150,471 |
|
|
|
24,179 |
|
|
|
Provision for credit losses on accounts receivable |
|
|
17,131 |
|
|
|
18,462 |
|
|
|
Non-cash share issuance for marketing expenses |
|
|
|
|
|
|
245,252 |
|
|
|
Non-cash shares issued for consulting expenses |
|
|
974,261 |
|
|
|
|
|
|
|
Non-cash settlement of GEM commitment fee |
|
|
|
|
|
|
200,000 |
|
|
|
Discount at issuance on notes carried at fair value |
|
|
1,671,996 |
|
|
|
747,962 |
|
|
|
Non-cash share issuance for Yorkville redemption premium |
|
|
|
|
|
|
80,760 |
|
|
|
Non-cash interest expense |
|
|
|
|
|
|
1,532,475 |
|
|
|
Non-cash interest expense - related party |
|
|
1,177,033 |
|
|
|
|
|
|
|
Amortization of debt discount and issuance costs - related party |
|
|
|
|
|
|
1,393,785 |
|
|
|
Amortization of operating lease right-of-use assets |
|
|
16,694 |
|
|
|
137,717 |
|
|
|
Stock based compensation expense |
|
|
2,679,231 |
|
|
|
1,165,680 |
|
|
|
Gain on release of Vidello revenue holdback |
|
|
(973,000 |
) |
|
|
|
|
|
|
Gain on extinguishment of liability |
|
|
(4,488,627 |
) |
|
|
(680,762 |
) |
|
|
Gain on release of due to related party |
|
|
(67,118 |
) |
|
|
|
|
|
|
Loss on conversion and settlement of Alco promissory notes - related party |
|
|
|
|
|
|
4,808,882 |
|
|
|
Loss on conversion and settlement of CP BF notes - related party |
|
|
|
|
|
|
6,529,402 |
|
|
|
Loss on debt issuance |
|
|
444,000 |
|
|
|
653,208 |
|
|
|
Loss on issuance of term notes |
|
|
110,500 |
|
|
|
|
|
|
|
Loss on issuance of convertible bridge notes |
|
|
152,826 |
|
|
|
|
|
|
|
Loss on Private Placement Issuance |
|
|
4,873,509 |
|
|
|
|
|
|
|
Loss on extinguishment of debt, net |
|
|
2,402,732 |
|
|
|
1,071,563 |
|
|
|
Impairment loss |
|
|
|
|
|
|
2,725,460 |
|
|
|
Change in fair value of warrant liability |
|
|
(1,243,528 |
) |
|
|
(626,000 |
) |
|
|
Change in fair value of warrant liability - related party |
|
|
(2,300 |
) |
|
|
(572,700 |
) |
|
|
Change in fair value of bifurcated embedded derivative asset - related party |
|
|
54,000 |
|
|
|
(51,000 |
) |
|
|
Change in fair value of convertible notes, carried at fair value |
|
|
(1,987,203 |
) |
|
|
693,000 |
|
|
|
Change in fair value of convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
Change in fair value of term notes |
|
|
173,055 |
|
|
|
88,588 |
|
|
|
Change in fair value of convertible bridge notes |
|
|
(46,253 |
) |
|
|
(10,176 |
) |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
209,987 |
|
|
|
15,828 |
|
|
|
Prepaid expenses and other current assets |
|
|
198,585 |
|
|
|
551,645 |
|
|
|
Other assets |
|
|
7,154 |
|
|
|
27,227 |
|
|
|
Accounts payable |
|
|
(381,632 |
) |
|
|
1,012,281 |
|
|
|
Deferred revenue |
|
|
(740,066 |
) |
|
|
(6,315 |
) |
|
|
Accrued expenses |
|
|
110,421 |
|
|
|
498,051 |
|
|
|
Operating lease liabilities |
|
|
(15,960 |
) |
|
|
(237,607 |
) |
|
|
Earnout liability |
|
|
587,784 |
|
|
|
(44,549 |
) |
|
|
Deferred revenue long-term |
|
|
(23,917 |
) |
|
|
10,573 |
|
|
|
Deferred tax liability |
|
|
(256,310 |
) |
|
|
10,115 |
|
|
|
Other long-term liabilities |
|
|
|
|
|
|
(75,000 |
) |
|
|
Net cash used in operating activities |
|
|
(15,706,619 |
) |
|
|
(9,575,403 |
) |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Cash paid for acquisition of Vidello, net of cash acquired |
|
|
(2,677,480 |
) |
|
|
|
|
|
|
Cash paid for asset acquisition of Superblocks |
|
|
(1,500 |
) |
|
|
|
|
|
|
Cash acquired in acquisition of OpenReel |
|
|
|
|
|
|
82,219 |
|
|
|
Net cash provided by (used in) investing activities |
|
|
(2,678,980 |
) |
|
|
82,219 |
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Payment of GEM commitment fee promissory note |
|
|
(215,057 |
) |
|
|
(1,200,000 |
) |
|
|
Payment of Vidello transition holdback |
|
|
(500,000 |
) |
|
|
|
|
|
|
Repayment of convertible notes (Yorkville) |
|
|
(4,514,664 |
) |
|
|
(750,000 |
) |
|
|
Proceeds from related party advance |
|
|
|
|
|
|
100,000 |
|
|
|
Repayment of related party advance |
|
|
(100,000 |
) |
|
|
|
|
|
|
Proceeds from term notes, net of issuance costs |
|
|
5,412,050 |
|
|
|
2,782,438 |
|
|
|
Repayment of term notes |
|
|
(8,694,757 |
) |
|
|
(1,939,583 |
) |
|
|
Repayments of private placement notes |
|
|
(1,291,516 |
) |
|
|
|
|
|
|
Partial repayment of convertible notes - related party |
|
|
(4,728,672 |
) |
|
|
(283,315 |
) |
|
|
Proceeds from Yorkville redemption premium |
|
|
|
|
|
|
35,040 |
|
|
|
Proceeds from issuance of convertible notes, net of issuance costs |
|
|
9,975,654 |
|
|
|
2,602,000 |
|
|
|
Proceeds received for exercise of Pre-Funded warrants |
|
|
|
|
|
|
2,072 |
|
|
|
Proceeds from issuance of shares to Yorkville under the SEPA |
|
|
18,603,220 |
|
|
|
880,943 |
|
|
|
Proceeds from shares issued to Verista |
|
|
49,800 |
|
|
|
|
|
|
Payment of deferred offering costs ATM |
|
|
(238,330 |
) |
|
|
|
|
|
|
Proceeds from issuance of common stock and pre-funded warrants under private placement |
|
|
329,996 |
|
|
|
|
|
|
|
Proceeds from issuance of common stock and warrants |
|
|
3,545,799 |
|
|
|
6,257,368 |
|
|
|
Net cash provided by financing activities |
|
|
17,633,523 |
|
|
|
8,486,963 |
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(76,216 |
) |
|
|
|
|
|
|
Net decrease in cash |
|
|
(828,292 |
) |
|
|
(1,006,221 |
) |
|
|
Cash at beginning of period |
|
|
1,087,497 |
|
|
|
2,093,718 |
|
|
|
Cash at end of period |
|
$ |
259,205 |
|
|
$ |
1,087,497 |
|
|
F-10
BANZAI INTERNATIONAL, INC.
Consolidated Statements of Cash Flows
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
|
1,095,395 |
|
|
|
338,393 |
|
|
|
Cash paid for taxes |
|
|
10,621 |
|
|
|
5,113 |
|
|
|
Non-cash investing and financing activities |
|
|
|
|
|
|
|
|
Shares issued to Roth for advisory fee |
|
|
|
|
|
|
578,833 |
|
|
|
Shares issued to GEM |
|
|
|
|
|
|
784,943 |
|
|
|
Shares issued for marketing expenses |
|
|
|
|
|
|
334,772 |
|
|
|
Shares issued to MZHCI for investor relations services |
|
|
|
|
|
|
94,800 |
|
|
|
Shares issued to J.V.B for payment of outstanding debt |
|
|
|
|
|
|
115,000 |
|
|
|
Shares issued for exercise of Pre-Funded warrants |
|
|
|
|
|
|
2,072 |
|
|
|
Deemed dividend - Series A and Series B warrant modification |
|
|
|
|
|
|
418,360 |
|
|
|
Shares issued to CP BF for debt restructuring |
|
|
|
|
|
|
1,287,003 |
|
|
|
Warrants and pre-funded warrants issued to CP BF for debt restructuring |
|
|
|
|
|
|
2,763,161 |
|
|
|
Premium issued as part of CP BF debt modification |
|
|
|
|
|
|
4,079,225 |
|
|
|
Shares issued to Alco for debt restructuring |
|
|
|
|
|
|
1,098,614 |
|
|
|
Warrants and pre-funded warrants issued to Alco for debt restructuring |
|
|
|
|
|
|
7,768,006 |
|
|
|
Shares issued for Hudson consulting fee |
|
|
974,261 |
|
|
|
166,501 |
|
|
|
Shares issued for payment to Verista |
|
|
49,800 |
|
|
|
|
|
|
|
Shares issued to Perkins Coie LLP for payment of outstanding debt |
|
|
|
|
|
|
919,700 |
|
|
|
Settlement of GEM commitment fee |
|
|
|
|
|
|
200,000 |
|
|
|
Shares issued to Yorkville for commitment fee |
|
|
|
|
|
|
115,800 |
|
|
|
Derecognition of Cantor fee |
|
|
|
|
|
|
4,000,000 |
|
|
|
Consideration transferred for acquisition of Vidello |
|
|
1,661,677 |
|
|
|
|
|
|
|
Assets acquired in acquisition of Vidello |
|
|
8,393,172 |
|
|
|
|
|
|
|
Liabilities assumed in acquisition of Vidello |
|
|
3,986,464 |
|
|
|
|
|
|
|
Consideration transferred for acquisition of OpenReel |
|
|
|
|
|
|
20,826,920 |
|
|
|
Assets acquired in acquisition of OpenReel |
|
|
|
|
|
|
24,484,460 |
|
|
|
Liabilities assumed in acquisition of OpenReel |
|
|
|
|
|
|
3,657,540 |
|
|
|
Right-of-use assets obtained in exchange for lease obligations |
|
|
|
|
|
|
76,269 |
|
|
|
Conversion of private placement convertible notes, carried at fair value |
|
|
4,343,116 |
|
|
|
|
|
|
|
Shares issued for payment of outstanding debt |
|
|
396,110 |
|
|
|
|
|
|
|
Shares issued for 1800 Diagonal Note conversions of debt |
|
|
444,317 |
|
|
|
|
|
|
|
Shares issued to Yorkville of aggregate commitment fee |
|
|
|
|
|
|
500,000 |
|
|
|
Issuance of convertible promissory note GEM |
|
|
|
|
|
|
1,000,000 |
|
|
|
Bifurcated embedded derivative liabilities at issuance related party |
|
|
|
|
|
|
12,000 |
|
|
|
Conversion of convertible notes - Yorkville |
|
|
|
|
|
|
4,130,000 |
|
|
|
Conversion of convertible notes - related party |
|
|
|
|
|
|
2,540,091 |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-11
BANZAI INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
1. Organization
The Business
Banzai International, Inc. (the Company or Banzai) was incorporated in Delaware on September 30, 2015. Banzai is a leading enterprise SaaS Video Engagement platform used by marketers to power webinars, trainings, virtual events, and on-demand video content.
Reverse Stock Splits
On August 29, 2024, the stockholders of the Company collectively approved an amendment to the Companys Certificate of Incorporation, as amended and restated, to effect a reverse stock split (the 2024 Reverse Stock Split) of the Companys outstanding Class A Common Stock at a ratio of 1-for-50 effective as of September 19, 2024. The Class B Common Stock was not affected by the 2024 Reverse Stock Split.
On June 27, 2025, the stockholders of the Company collectively approved an amendment to the Companys Certificate of Incorporation, as amended and restated, to effect a reverse stock split (the 2025 Reverse Stock Split) of the Companys outstanding Class A Common Stock and Class B Common Stock at a ratio of 1-for-10 effective on July 8, 2025.
No cash or fractional shares were issued in connection with the 2024 Reverse Stock Split and 2025 Reverse Stock Split, and instead the Company rounded up to the next whole share in lieu of issuing fractional shares that would have been issued in the reverse split. Proportional adjustments were made to the number of shares of Class A Common Stock issuable upon exercise or conversion of the Companys outstanding stock options and warrants, the exercise price or conversion price (as applicable) of the Companys outstanding stock options and warrants, and the number of shares reserved for issuance under the Companys equity incentive plan. All Class A Common Stock share and per share information included in this Annual Report on Form 10-K has been retroactively adjusted to reflect the impact of the 2024 Reverse Stock Split and 2025 Reverse Stock Split.
Smaller Reporting Company
The Company is an "smaller reporting company," as defined by SEC rules, and it may take advantage of reduced financial statement disclosure requirements in our SEC filings. Therefore, the Companys financial statements may not be comparable to certain public companies.
2. Going Concern
As of December 31, 2025 the Company had cash of approximately $0.3 million. For the year ended December 31, 2025, the Company used approximately $15.7 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of December 31, 2025, the Company had an accumulated deficit of approximately $100.8 million. These factors raise substantial doubt regarding the Companys ability to continue as a going concern within one year of the date these financial statements were issued.
The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company's ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company's ability to generate profit from sales and positive operating cash flows, which is not assured.
The Companys plans include obtaining future debt financings (see Note 12 Debt) and equity financings associated with the Yorkville SEPA and the ATM (as defined in Note 15 Equity). If the Company is unsuccessful in completing these planned transactions, it may be required to reduce its spending rate to align with expected revenue levels and cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, managements plans cannot be considered probable and thus do not alleviate substantial doubt about the Companys ability to continue as a going concern.
These accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
F-12
3. Summary of Significant Accounting Policies
Basis of Presentation
The Companys audited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) as determined by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) and applicable regulations of the Securities and Exchange Commission (SEC) regarding annual financial reporting.
Principles of Consolidation
The accompanying audited consolidated financial statements include the accounts of Banzai and its subsidiaries. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiary is consolidated from the date at which the Company obtains control and is de-consolidated from the date at which control ceases. All intercompany balances and transactions have been eliminated. The accounting policies of the subsidiary has been changed where necessary to ensure consistency with the policies adopted by the Company.
In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring adjustments) have been recorded to present fairly our financial position as of December 31, 2025 and 2024, respectively, and the results of operations and cash flows for the years ended December 31, 2025 and 2024, respectively.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Actual results could differ significantly from these estimates. Significant accounting estimates reflected in the Companys consolidated financial statements include estimates of impairment of goodwill, recognition and measurement of convertible notes, including the associated embedded derivatives, determination of the fair value of the warrant liabilities and debt instruments reported at fair value, determination of the consideration transferred and purchase price allocated to assets acquired and liabilities assumed for acquisitions which are based on their estimated fair values at the date of acquisition, estimated useful lives of finite-lived intangible assets, and recognition and measurement of stock compensation.
Certain Risks and Uncertainties
The Companys business and operations are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy. A host of factors beyond the Companys control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Companys financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded products, marketing and sales operations. The Company may be unable to compete successfully against these companies. The Companys industry is characterized by rapid changes in technology and market demands. As a result, the Companys products, services, or expertise may become obsolete or unmarketable. The Companys future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology. The Company is also subject to risks which include, but are not limited to, dependence on key personnel, reliance on third parties, successful integration of business acquisitions, protection of proprietary technology, and compliance with regulatory requirements.
Cash
The Company considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. As of December 31, 2025 and 2024, respectively, the Company does not have any cash equivalents.
The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company holds cash in banks in excess of federally insured limits. However, the Company believes risk of loss is minimal as the cash is held by large highly rated financial institutions. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds cash. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make
F-13
other payments and may require the Company to move its cash to other high quality financial institutions. Currently, the Company is reviewing its bank relationships in order to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable consist of balances due from customers as well as from payment service providers. Payment terms range from due upon receipt, to net 30 days. Accounts receivable are stated net of an allowance for credit losses.
The allowance for expected credit losses is based on the probability of future collection under the current expected credited loss (CECL) impairment model. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit losses in the period incurred.
The following table presents changes in the allowance for credit losses for the year ended December 31, 2025:
|
|
|
Balance - December 31, 2024 |
|
$ |
|
24,210 |
|
|
|
Change in provision for credit losses |
|
|
|
17,131 |
|
|
|
Balance - December 31, 2025 |
|
$ |
|
41,341 |
|
|
Costs to Obtain a Contract
Sales commissions earned by the Company's sales force are the primary costs incurred to obtain a contract with a customer, and are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized on a straight-line basis over a period of benefit the Company has determined to be three (3) years. The Company determined the period of benefit by taking into consideration the average contractual customer term, technology obsolescence and other factors. Certain commission expenses are not capitalized and are instead directly expensed. Capitalized commissions are included within prepaid expenses and other current assets on the consolidated balance sheets.
Property and Equipment
Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives (3 years for computer equipment).
Goodwill and Intangible Assets
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, or more frequently if a triggering event occurs between impairment testing dates. Our annual impairment testing date is December 31.
We identify our reporting units in accordance with the FASB ASC 280, Segment Reporting. At December 31, 2025, the Company has three operating segments which were deemed to be its reporting units, and goodwill is allocated to each reporting unit.
The Companys impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is "more likely than not that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is not likely that the fair value of the reporting unit is less than its carrying value, then no further testing is required.
The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches.
Intangible assets, net
Intangible assets, net consists of identifiable intangible assets that are subject to amortization such as customer relationships, trade names and developed technology resulting from acquisitions. Intangible assets are initially recorded at fair value on the date of acquisition and subsequently amortized over their estimated economic lives on a straight-line basis which approximates the pattern in which the
F-14
economic benefits of the assets will be consumed. Intangible assets are presented net of accumulated amortization in the consolidated balance sheets.
The Company periodically evaluates its long-lived assets for potential impairment in accordance with FASB ASC 360, Property, Plant and Equipment. Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. The recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends and product development cycles. If impairments are identified, assets are written down to their estimated fair value. The Company has not recognized any impairment charges on intangible assets through December 31, 2025.
Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Warrant Liability related party
The warrants originally issued in 7GC's initial public offering (the "Public Warrants") are recognized as derivative liabilities in accordance with FASB ASC 815, Derivatives and Hedging ("ASC 815"). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercise or expiration, and any change in fair value is recognized in the consolidated statements of operations.
The Public Warrants were initially measured at fair value using a Monte Carlo simulation model and have subsequently been measured based on the listed market price of such warrants. Warrant liabilities are classified as current liabilities on the consolidated balance sheets. The changes in the fair value of the derivative warrant liability is presented in the line item "change in fair value of warrant liabilities related party" in the accompanying consolidated statements of operations.
GEM Warrant Liability
The GEM Warrants were not considered indexed to the issuers stock pursuant to ASC 815, as the holders ability to receive in lieu of the Warrant one percent of the total consideration received by the Companys stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Companys control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The changes in the fair value of the derivative warrant liability is presented in the line item "change in fair value of warrant liabilities" in the accompanying consolidated statements of operations.
Concentration of Business and Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company has no financial instruments with off-balance sheet risk of loss.
At December 31, 2025, one customer accounted for 10% or more of accounts receivable with a concentration of 13% of the total accounts receivable balance. At December 31, 2024, one customer accounted for 10% or more of accounts receivable with a concentration of 14% of the total accounts receivable balance. For the years ended December 31, 2025 and 2024, no customers accounted for 10% or more of total revenues.
At December 31, 2025 and 2024, no suppliers and two suppliers accounted for 10% or more of accounts payable, respectively.
Loss Per Share
Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding and pre-funded warrants outstanding during the period. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same.
The calculation of basic and diluted net loss per share attributable to common stock was as follows:
F-15
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net loss attributable to common shareholdersbasic and diluted |
|
$ |
(22,492,075 |
) |
|
$ |
(31,095,029 |
) |
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average sharesbasic and diluted |
|
|
3,782,998 |
|
|
|
445,817 |
|
|
|
Net loss per share attributable to common shareholdersbasic and diluted |
|
$ |
(5.95 |
) |
|
$ |
(69.75 |
) |
|
Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss that could potentially be dilutive in future periods are as follows:
|
|
|
|
|
As of December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Options |
|
|
12,553 |
|
|
|
2,566 |
|
|
|
RSUs |
|
|
413,902 |
|
|
|
34,078 |
|
|
|
Public warrant shares |
|
|
23,000 |
|
|
|
23,000 |
|
|
|
GEM warrant shares |
|
|
1,657 |
|
|
|
1,657 |
|
|
|
Common warrant shares |
|
|
736,000 |
|
|
|
452,761 |
|
|
|
Placement agent warrant shares |
|
|
71,827 |
|
|
|
10,490 |
|
|
|
Pre-funded warrants |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,258,940 |
|
|
|
524,552 |
|
|
Costs of Revenue
Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs.
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs were $659,877 and $467,897 for the years ended December 31, 2025 and 2024, respectively, which are included in general and administrative expenses on the consolidated statements of operations.
Stock-Based Compensation
The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards in accordance with FASB ASC 718, Stock Compensation. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent managements best estimates and involve inherent uncertainties and the application of managements judgment.
Income Taxes
Income taxes are recorded in accordance with FASB ASC 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.
Derivative Financial Instruments
The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract.
F-16
Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statements of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the consolidated balance sheets. Refer to Note 7 Fair Value Measurements and Note 12 Debt for further detail.
Fair Value of Financial Instruments
In accordance with FASB ASC 820, Fair Value Measurement, the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and the Company's own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.
Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the years ended December 31, 2025 and 2024. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of December 31, 2025 and 2024.
Fair Value Option Election
The Company determined the January 2025 Yorkville Note, the September 2025 Yorkville Note, the Agile Notes, the 1800 Diagonal Notes, the Private Placement Convertible Notes, and the Boot Capital Convertible Notes (each as defined in Note 12 Debt, and together the "FVO Notes") were eligible for the fair value option, in accordance with FASB ASC 825-10-50-28, and made such election to account for these instruments at fair value.
The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. Additional term or other notes may be issued in subsequent periods where the Company would be able to make a fair value option election upon issuance provided eligibility criteria are met. The fair value option election was made to align the accounting for the FVO Notes with the Company's financial reporting objectives and reduce operational effort to account for embedded features that otherwise would require bifurcation as a separate unit of account.
Pursuant to the fair value option election, direct and incremental debt issuance costs and consideration paid to the respective lender were expensed as incurred and recorded in other income (expense), net in the consolidated statements of operations.
Losses recognized upon issuance of debt represent the difference between issuance date fair value and the proceeds received net of discount or premium, which are recorded in loss on debt issuance in the consolidated statements of operations.
The Company records the portion of the FVO Notes that are issued and outstanding for accounting purposes at fair value with changes in fair value recorded in change in fair value in the consolidated statements of operations, except for the portion of the total change in fair value that results from a change in the instrument-specific credit risk of FVO Notes, which is recorded in other comprehensive income (loss), if applicable. Measurement of the change in fair value of the FVO Notes includes accrued interest, whether paid-in-kind or cash.
Accrued interest on the FVO Notes is included in the respective debt instrument's balance on the consolidated balance sheets.
Leases
The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (ROU) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities, non-current on the Companys balance sheets. ROU assets represent the Company's right to use an underlying asset, and lease liabilities represent the Company's obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term.
ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for
F-17
collateralized borrowing since the Company's leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. In addition, the Company does not recognize short-term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company recognizes operating lease expense on a straight-line basis over the lease term.
The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component when the payments are fixed. As such, variable lease payments, including those not dependent on an index or rate, such as real estate taxes, common area maintenance, and other costs that are subject to fluctuation from period to period are not included in lease measurement.
The Company evaluates long-lived assets for recoverability if there are indicators of potential impairment. Indicators of potential impairment may include subleasing a location for less than the head lease cost. If there are indicators of potential impairment, the Company will test the assets for recoverability. If the undiscounted cash flows estimated to be generated are less than the carrying value of the underlying assets, the assets are deemed impaired. If it is determined that assets are impaired, an impairment loss is calculated based on the amount that the assets book value exceeds its fair value.
Recent Accounting Pronouncements
Recent accounting pronouncements not yet effective
In November 2024, the FASB issued Accounting Standards Update (ASU) ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The guidance also requires disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entitys definition of selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption of the amendment is permitted. The Company is currently evaluating the guidance and its impact to its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. This guidance is effective for periods beginning after December 15, 2025 and will be adopted prospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures. The Company adopted this guidance effective January 1, 2025, on a prospective basis. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.
4. Acquisitions
Vidello
On January 31, 2025, the Company closed a previously announced merger with Vidello Limited ("Vidello"), a private limited company registered in England and Wales (the "Vidello Merger"), pursuant to an Agreement and Plan of Merger (the "Vidello Merger Agreement"), dated December 19, 2024, by and among the Company, Vidello, and certain shareholders of Vidello (the "Vidello Shareholders"). At the closing, Vidello Shareholders transferred all the outstanding shares of Vidello to the Company, and Vidello became a direct and wholly owned subsidiary of the Company. At the closing, the Company paid to the Vidello Shareholders, $2,745,031 in cash (the "Vidello Cash Consideration"), whereby $2,500,000 are withheld for indemnification expenses and other holdback provisions in accordance with the Vidello Merger Agreement, and issued 89,820 shares of Class A Common Stock (the "Share Consideration," together with the Cash Consideration, the "Vidello Closing Consideration"). The Company's primary reason for acquiring Vidello was to enhance revenue growth and strengthen the Company's competitive market position through cross selling opportunities. Vidello is a video hosting and marketing platform designed to help businesses manage, customize, and optimize their video content.
F-18
With respect to the holdback amount, this consists of three distinct components, being (1) the withholding of $1,000,000 as security for the obligations of Company Shareholders for a period of twelve months (the Indemnification Holdback Amount), (2) the withholding of $500,000 as security for the obligations of Company Shareholders to cooperate with best efforts and in good faith with to complete the transition, integration and related matters of Vidello's business with Banzai, including, but not limited to (a) the transition of data of Vidello managed and/or held by Vidello to Banzai, (b) certain services relating to the continued operations of Vidello, and (c) the training of certain employees of Banzai regarding the operations of Vidello including any proprietary business processes and trade secrets following the Closing, during the six months following the Closing (the Transition Holdback Period), and (3) the withholding of $1,000,000 subject to certain revenue related conditions being met during the 180 day period following the Closing (the Revenue Holdback Amount and together with the Indemnification Holdback Amount and the Transition Holdback Amount, the Holdback Amount).
As of December 31, 2025, the Company recognized $485,720 of expense after foreign currency translation in the consolidated statements of operations related to the Transition Holdback Amount in the line Vidello earnout expense. As of December 31, 2025, the Company had paid the contractual amount of $500,000 to the Vidello Shareholders for the Transition Holdback Period.
As of December 31, 2025, the 180 day measurement period for the Revenue Holdback had lapsed and the revenue conditions as defined in the Vidello Merger Agreement had not been met. As such the Company recognized a gain on the extinguishment of Vidello revenue holdback of $973,000 for the year ended December 31, 2025.
In connection with and as a condition of closing pursuant to the Vidello Merger Agreement, the Company executed and delivered to each Vidello Shareholder a lock-up agreement (the "Vidello Lock-Up Agreement"), pursuant to which, the shareholders of Class A Common Stock and any other securities convertible or exercisable into the shares of Class A Common Stock beneficially owned by them, during the 180-day period following the closing of the Vidello Merger, cannot complete any Prohibited Transfer (as defined in the Vidello Merger Agreement).
Immediately prior to the closing of the Vidello Merger, the directors, and officers of Vidello tendered their resignation, effective at the closing. Pursuant to the Vidello Merger Agreement, the CEO of the Company shall be the sole member of the board of directors of Vidello effective upon the closing of the Vidello Merger.
The Company incurred transaction costs of approximately $730,000 which are included in the consolidated statements of operations.
The Vidello Merger was accounted for as a business combination under the acquisition method pursuant to FASB ASC 805, Business Combinations (ASC 805), with the Company as the accounting acquirer. Under the acquisition method, the total purchase price of the acquisition is allocated to the net identifiable tangible and intangible assets acquired and liabilities assumed based on the fair values as of the acquisition date. The preliminary fair value of the consideration transferred totaled $6,267,747 summarized as follows:
|
|
|
|
|
Amount |
|
|
|
Cash paid at closing |
|
$ |
2,745,031 |
|
|
|
Common stock issued to Vidello Stockholders |
|
|
1,661,677 |
|
|
|
Fair value of Holdback Amount |
|
|
1,861,039 |
|
|
|
Total consideration paid |
|
$ |
6,267,747 |
|
|
F-19
The Company made a provisional allocation of the purchase price of the Vidello Merger to the assets acquired and liabilities assumed as of the acquisition date. The following table summarizes the provisional purchase price allocation relating to the Vidello Merger:
|
|
|
Assets acquired: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
67,551 |
|
|
|
Property and equipment, net |
|
|
9,375 |
|
|
|
Intangible assets customer relationships |
|
|
551,000 |
|
|
|
Intangible Assets trade name |
|
|
736,000 |
|
|
|
Intangible Assets developed technology |
|
|
4,010,000 |
|
|
|
Total assets |
|
$ |
5,373,926 |
|
|
|
Liabilities assumed: |
|
|
|
|
|
Accounts payable |
|
|
705 |
|
|
|
Accrued expenses and other current liabilities |
|
|
15,377 |
|
|
|
Unearned revenue, current |
|
|
447,966 |
|
|
|
Deferred tax liability |
|
|
1,324,250 |
|
|
|
Taxes payable |
|
|
337,127 |
|
|
|
Total liabilities |
|
$ |
2,125,425 |
|
|
|
Total identifiable net assets |
|
|
3,248,501 |
|
|
|
Goodwill recorded: |
|
|
|
|
|
Goodwill |
|
|
3,019,246 |
|
|
|
Total consideration |
|
$ |
6,267,747 |
|
|
Goodwill recognized is not expected to be deductible for tax purposes. We believe that in this acquisition goodwill represents the value of Vidello's existing products, combined with the added business synergies of integrating with the existing Banzai products and customer base.
As of the date these consolidated financial statements were issued, the purchase accounting related to this acquisition was incomplete as certain working capital balances were subject to potential change. The Company has reflected the provisional amounts in these consolidated financial statements. As such, the above balances may be adjusted in a future period, not to exceed one (1) year from the acquisition date pursuant to ASC 805, as the Company finalizes and/or updates for any identified working capital adjustments, which may be material to the consolidated financial statements.
All intangible assets acquired are subject to amortization and their associated estimated useful lives are as follows:
|
|
|
|
|
Estimated |
|
|
Intangible Assets |
|
Useful Life |
|
|
Customer relationships |
|
6 years |
|
|
Trade name |
|
10 years |
|
|
Developed technology |
|
7- 8 years |
|
Net income in the consolidated statements of operations for the year ended December 31, 2025 and 2024 includes net loss of approximately $250 thousand and net income of $734 thousand, respectively, of Vidello from the date of acquisition to December 31, 2025.
Pro forma disclosure for the Vidello acquisition
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Merger with Vidello had taken place on January 1, 2024. The pro forma results presented are the result of combining the revenues and earnings of the Company with the revenues and earnings of Vidello. The Company did not have any material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue.
F-20
The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date:
|
|
|
|
For the year ended December 31, |
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Revenue |
$ |
12,391,854 |
|
|
$ |
10,006,674 |
|
|
|
Cost of revenue |
|
2,379,038 |
|
|
|
2,114,675 |
|
|
|
Operating expenses |
|
28,511,163 |
|
|
|
19,795,088 |
|
|
|
Total other expenses (income), net |
|
3,966,478 |
|
|
|
18,045,645 |
|
|
|
Loss before income taxes attributable to common stockholders |
|
(22,464,825 |
) |
|
|
(29,948,734 |
) |
|
5. Related Party Transactions
Due to Related Party of 7GC
During 2023, the Sponsor paid certain expenses on behalf of 7GC. Upon Closing of the Merger, Banzai assumed the $67,118 liability. As of December 31, 2025, there is no remaining balance outstanding related to this liability.
Legacy Banzai Related Party Transactions
During 2023, Legacy Banzai issued Promissory Notes and Convertible Notes to related parties. See Note 12 Debt for further details related to these transactions and associated balances.
Debt Restructuring Agreement with CP BF
On September 5, 2024, the Company and CP BF agreed to amend the outstanding balance of all debt previously in the form of one term note and two convertible notes into one new consolidated convertible note. The newly issued consolidated convertible note was issued on September 23, 2024. Additionally on September 23, 2024, the Company and CP BF entered into a share purchase agreement where the Company issued equity in the form of common stock, common stock warrants and pre-funded warrants to CP BF for the reduction of $2 million of debt under the newly issued consolidated convertible note. See Note 12 Debt, for further details related to the transaction and associated balances.
Due to Related Party of Company CEO
On September 12, 2024, the CEO of the Company loaned the Company an advance of $100,000. The advance is non-interest bearing, and matures one year from issuance. During the year ended December 31, 2025, the outstanding balance was repaid.
6. Revenue
Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Companys services include providing end-to-end video engagement solutions that provide a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events and other digital and in-person marketing campaigns. As noted within the statements of work and/or invoices, agreements range from monthly, to annual, to multi-year and Banzai generally provides for net 30-day payment terms with the payment made directly through check or electronic means. Banzais Management believes its exposure to credit risk is sufficiently mitigated by collection through credit card sales or direct payment from established clients.
At contract inception, once the contract is determined to be within the scope of FASB ASC 606, Revenue from Contracts with Customers, ("ASC 606"), the Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company recognizes revenues following the five-step model prescribed under ASC 606:
|
|
|
1. |
|
identify contract(s) with a customer |
|
|
2. |
|
identify the performance obligation(s) in the contract |
|
|
3. |
|
determine the transaction price |
|
|
4. |
|
allocate the transaction price to the performance obligation(s) in the contract and |
|
|
5. |
|
recognize revenues when (or as) the Company satisfies a performance obligation. |
|
F-21
Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable.
The Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of products and services when they are sold separately to similar customers in order to estimate standalone selling price.
The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers.
Revenue is recognized when a performance obligation is satisfied by transferring control of the service to the customer, which occurs over time. The Company considers this method a faithful depiction of the transfer of control as services are substantially the same and have the same pattern of transfer over the life of the contract. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.
The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service.
The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs).
Nature of Products and Services
The following is a description of the Companys products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each, as applicable:
Demio
The Demio product is a full-stack technology that marketers can leverage live and automated for video marketing content such as webinars and virtual events. Software products are provided to Demio customers for a range of attendees and hosts within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided.
Reach
While the Reach product is in the process of being phased out, the Company continues to generate revenues from the product. The Reach product provides a multi-channel targeted audience acquisition (via Reach) to bolster engagement and Return on Investment (ROI). Banzai enables marketing teams to create winning webinars and virtual and in-person events that increase marketing efficiency and drive additional revenue. Software products are provided to Reach customers for a range of simultaneous events and registrations within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered.
F-22
OpenReel
The OpenReel product offers subscription-based software as a service (SaaS) offerings to enterprise, media, entertainment and agency teams to remotely control, direct, script, film, and collaborate on high definition video projects from a mobile device or webcam. The Company enters into fixed price subscription contracts with customers, which can be monthly, annual, or multi-year agreements which auto-renew without discount for additional periods of the same duration as the initial term, unless either party requests termination in writing at least thirty (30) days prior to the end of the initial service term. The subscription revenues are recognized ratably over the term of the service agreement, which is considered an output method, as the obligation of hosting the SaaS product is fulfilled over the course of the agreement. The Company does not charge for implementation or recognize any revenues upfront due to minimal effort required. There are no financing components and payments are typically net 30 of date of receipt of invoice, or typically net 90 date of receipt of invoice for customers on multi-year subscription agreement contracts. It is nearly 100% certain that a significant revenue reversal will not occur.
Vidello
The Vidello product is a video hosting and marketing platform designed to help businesses manage, customize, and optimize their video content. Revenue is generated through Vidello providing video hosting and marketing platform subscription software service for a set period of time. Customer contracting is achieved via self-service and invoicing is initiated automatically once the customer accepts the terms and conditions on the platform, based on their selection of the desired subscription product. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, annually or indefinite with the majority paid via credit card processing.
Service Trade Revenue
The Company has one customer for which the customer is also a vendor. For this one customer, the Company exchanged services for approximately $125,000 and $239,000, during the years ended December 31, 2025 and 2024, respectively.
Disaggregation of Revenue
The following table summarizes revenue by region based on the billing address of customers for the years ended December 31, 2025 and 2024:
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
|
|
Amount |
|
|
Percentage of Revenue |
|
|
Amount |
|
|
Percentage of Revenue |
|
|
|
Americas |
|
$ |
9,193,173 |
|
|
|
76 |
% |
|
$ |
2,564,074 |
|
|
|
57 |
% |
|
|
Europe, Middle East and Africa (EMEA) |
|
|
1,066,254 |
|
|
|
9 |
% |
|
|
1,492,561 |
|
|
|
33 |
% |
|
|
Asia Pacific |
|
|
1,901,992 |
|
|
|
15 |
% |
|
|
471,244 |
|
|
|
10 |
% |
|
|
Total |
|
$ |
12,161,419 |
|
|
|
100 |
% |
|
$ |
4,527,879 |
|
|
|
100 |
% |
|
Contract Balances
Accounts Receivable, Net
A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. The timing of revenue recognition may differ from the timing of invoicing to customers.
The following table summarizes accounts receivable, net as of the dates presented:
|
|
|
Balance January 1, 2024 |
|
$ |
105,049 |
|
|
|
Balance December 31, 2024 |
|
|
936,321 |
|
|
|
Balance December 31, 2025 |
|
|
709,203 |
|
|
Costs to Obtain a Contract
F-23
Commission expenses were $466,951 and $193,995 for the years ended December 31, 2025 and 2024, respectively. The following summarizes the activity related to costs to obtain a contract during the years ended December 31, 2025 and 2024:
|
|
|
Balance December 31, 2023 |
|
$ |
51,472 |
|
|
|
Commissions incurred |
|
|
180,141 |
|
|
|
Deferred commissions recognized |
|
|
(200,109 |
) |
|
|
Balance December 31, 2024 |
|
|
31,504 |
|
|
|
Commissions incurred |
|
|
286,311 |
|
|
|
Deferred commissions recognized |
|
|
(221,609 |
) |
|
|
Balance December 31, 2025 |
|
$ |
96,206 |
|
|
Deferred Revenue
Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the year ended December 31, 2025 and the year ended December 31, 2024, the Company recognized $3,867,853 and $1,214,096 in revenue that was included in the prior year deferred revenue balance, respectively.
The change in total deferred revenue was as follows for the periods indicated:
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Total deferred revenue, beginning of period |
|
$ |
4,052,270 |
|
|
$ |
1,214,096 |
|
|
|
Billings |
|
|
9,487,029 |
|
|
|
4,362,730 |
|
|
|
Revenue recognized (prior year deferred revenue) |
|
|
(3,867,853 |
) |
|
|
(1,214,096 |
) |
|
|
Revenue recognized (current year deferred revenue) |
|
|
(6,383,159 |
) |
|
|
(3,091,333 |
) |
|
|
Acquired deferred revenue of OpenReel (see Note 4 Acquisitions) |
|
|
|
|
|
|
2,780,873 |
|
|
|
Acquired deferred revenue of Vidello (see Note 4 Acquisitions) |
|
|
447,966 |
|
|
|
|
|
|
|
Total deferred revenue, end of period |
|
$ |
3,736,253 |
|
|
$ |
4,052,270 |
|
|
7. Fair Value Measurements
The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the periods ended December 31, 2025 and the year ended December 31, 2024. The carrying amount of accounts payable approximated fair value as they are short term in nature.
Fair Value on a Recurring Basis
The Company follows the guidance in FASB ASC 820, Fair Value Measurement for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the Public Warrants liabilities represent Level 1 measurements. The estimated fair value of the convertible notes bifurcated embedded derivative asset, GEM warrant liabilities, Yorkville convertible note, Agile term notes, 1800 Diagonal convertible notes, Private Placement Convertible Notes, Private Placement Warrants and Goodwill and Definite-lived intangible assets recognized as part of acquisitions, represent Level 3 measurements.
The following table presents information about the Companys financial instruments that are measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
F-24
|
|
|
|
|
|
|
As of December 31, |
|
|
Description |
|
Level |
|
2025 |
|
2024 |
|
|
Assets: |
|
|
|
|
|
|
|
|
Bifurcated embedded derivative asset related party |
|
3 |
|
$9,000 |
|
$63,000 |
|
|
Definite-lived intangibles |
|
3 |
|
8,027,391 |
|
3,883,853 |
|
|
Goodwill |
|
3 |
|
21,991,721 |
|
18,972,475 |
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Warrant liabilities public |
|
1 |
|
- |
|
2,300 |
|
|
GEM warrant liabilities |
|
3 |
|
378 |
|
15,000 |
|
|
Earnout liability (Note 4) |
|
3 |
|
990,673 |
|
- |
|
|
Yorkville convertible note |
|
3 |
|
1,200,501 |
|
- |
|
|
Agile term notes |
|
3 |
|
1,728,487 |
|
3,143,000 |
|
|
1800 Diagonal convertible notes |
|
3 |
|
746,987 |
|
432,000 |
|
|
Private Placement Convertible Notes |
|
3 |
|
1,856,000 |
|
- |
|
|
Private Placement Warrants |
|
3 |
|
295,603 |
|
- |
|
|
Boot Capital note |
|
3 |
|
115,836 |
|
- |
|
For assets and liabilities that are measured at fair value on the acquisition date, see Note 4 Acquisitions.
Warrant Liability - Public Warrants
The following table summarizes the changes in the fair value of the Public Warrants liability for the year ended December 31, 2025. See also Note 13 Warrant Liabilities.
|
|
|
|
|
Public Warrants |
|
|
|
Balance at December 31, 2024 |
|
$ |
2,300 |
|
|
|
Change in fair value |
|
|
(2,300 |
) |
|
|
Balance at December 31, 2025 |
|
$ |
|
|
|
Warrant Liability - GEM Warrants
The measurement of fair value of the GEM Warrants was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance, including share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion. See also Note 13 Warrant Liabilities.
The following table summarizes the changes in the fair value of the GEM Warrants liability for the year ended December 31, 2025:
|
|
|
|
|
GEM Warrants |
|
|
|
Balance at December 31, 2024 |
|
$ |
15,000 |
|
|
|
Change in fair value |
|
|
(14,622 |
) |
|
|
Balance at December 31, 2025 |
|
$ |
378 |
|
|
Yorkville Convertible Notes
The measurement of fair value of the Yorkville convertible notes were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance, including the Company's share price, remaining term, volatility, risk-free rate, market interest rate, and probability of optional redemption). See also Note 12 Debt.
The following table summarizes the changes in the fair value of the Yorkville convertible notes for the year ended December 31, 2025:
F-25
|
|
|
|
|
Yorkville Convertible Note |
|
|
|
Balance at December 31, 2024 |
|
$ |
|
|
|
|
Issuance of Yorkville convertible note |
|
|
4,950,000 |
|
|
|
Loss on debt issuance |
|
|
444,000 |
|
|
|
Payment in shares to settle Yorkville convertible notes |
|
|
|
|
|
|
Repayment in cash of Yorkville convertible notes |
|
|
(4,514,664 |
) |
|
|
Conversions |
|
|
|
|
|
|
Change in fair value |
|
|
321,165 |
|
|
|
Balance at December 31, 2025 |
|
$ |
1,200,501 |
|
|
Bifurcated Embedded Derivative Assets - related party
The measurement of the fair value of the embedded put options relating to the related party CP BF Convertible Note issued on September 23, 2024 was determined using the Black-Scholes option pricing model. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility.
Estimating fair values of embedded conversion features requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because the embedded conversion features are initially and subsequently carried at fair values, the Companys consolidated statements of operations will reflect the volatility in these estimate and assumption changes.
The related party CP BF Convertible Note has an embedded redemption put feature upon a Prepayment and Default Interest triggering events that are unrelated to the creditworthiness of the Company are not clearly and closely related to the debt host instrument, were separated and bundled together as a derivative and assigned probabilities of being affected and initially measured at fair value in the amount of $12,000. The fair value of the bifurcated derivative asset was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative
The following table summarizes the changes in the fair value of the bifurcated embedded derivative asset for the year ended December 31, 2025, relating to the Convertible Note to CP BF issued on September 23, 2024:
|
|
|
|
|
Fair Value |
|
|
|
Balance at December 31, 2024 |
|
$ |
63,000 |
|
|
|
Change in fair value |
|
|
(54,000 |
) |
|
|
Balance at December 31, 2025 |
|
$ |
9,000 |
|
|
Agile Term Notes
The measurement of fair value of the Agile term notes ("Agile Notes") was determined using a discounted cash flow model to calculate the fair value. Key inputs for the discounted cash flow model include the contractual term of the note and a market participant interest rate.
The Agile Notes include contingent redemption (put) rights which trigger mandatory prepayment and a make-whole premium upon certain events including an event of default, and defaulted contingent interest upon an event of default. Due to the contingent redemption put feature and default interest embedded feature within the Agile Notes, the Company elected the fair value option for the Agile Notes at their respective dates of issuance pursuant to ASC 825 Financial Instruments (ASC 825).
Refer to Note 12 Debt for a summary of the changes in the fair value of the Agile Notes.
1800 Diagonal Convertible Notes
The measurement of the fair value of each of the convertible promissory notes with 1800 Diagonal Lending was determined using the Black-Scholes option pricing model. Key inputs used for the model include the stock price, volatility, the contractual term of the note, risk-free interest rates and dividend yield.
Refer to Note 12 Debt for a summary of the changes in the fair value of the 1800 Diagonal Convertible Notes.
3i, LP Private Placement Offering
F-26
The measurement of the fair value of the Private Placement Convertible Notes was determined using a Monte Carlo simulation. Key inputs into the simulation include the remaining term, the market interest rate, risk-free rate, equity volatility, and probability of default.
Refer to Note 12 Debt for a summary of the changes in the fair value of the Private Placement Convertible Notes, and to Note 13 Warrant Liabilities for a description of the warrants issued in connection with the Private Placement Offering.
Warrant Liability - Private Placement Warrants
The Private Placement Warrants were not considered indexed to the issuers stock pursuant to ASC 815, as the holders ability to receive in lieu of the Warrant, cash in an amount equal to the Black Scholes Value ("Black Scholes Value") in connection with a Change of Control, adjusts the settlement value based on items outside the Companys control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. Refer to Note 13 Warrant Liabilities for further details.
The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance, including share price, term, risk-free rate, exercise price and dividend yield.
The following tables summarize the ranges of inputs to and the changes in the fair value of the Private Placement Warrant liability for the year ended December 31, 2025:
|
|
|
Key Inputs |
|
December 31, 2025 |
|
|
|
|
|
|
|
|
|
Stock price |
|
$ |
0.97 |
|
|
|
Contractual term (years) |
|
2.50- 4.77 |
|
|
|
Risk-free rate |
|
3.5% - 3.7% |
|
|
|
Volatility(1) |
|
|
125 |
% |
|
|
Exercise Price |
|
$2.50-$4.36 |
|
|
|
Dividend yield |
|
|
0.00 |
% |
|
|
|
|
|
|
Private Placement Warrants |
|
|
|
Balance at December 31, 2024 |
|
$ |
- |
|
|
|
Loss on issuance June Warrant |
|
|
361,000 |
|
|
|
Loss on issuance August Warrant |
|
|
356,000 |
|
|
|
Loss on issuance October Warrant |
|
|
807,509 |
|
|
|
Change in fair value |
|
|
(1,228,906 |
) |
|
|
Balance at December 31, 2025 |
|
$ |
295,603 |
|
|
8. Property and Equipment
Property and equipment, net consisted of the following at the dates indicated:
|
|
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Computers and equipment |
|
$ |
12,782 |
|
|
$ |
34,474 |
|
|
|
Less: accumulated depreciation |
|
|
(4,536 |
) |
|
|
(30,935 |
) |
|
|
Property and equipment, net |
|
$ |
8,246 |
|
|
$ |
3,539 |
|
|
Depreciation expense for the year ended December 31, 2025 and 2024 was $4,424 and $2,825 respectively.
F-27
9. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following at the dates indicated:
|
|
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Prepaid expenses and other current assets: |
|
|
|
|
|
|
|
|
Prepaid software costs |
|
$ |
153,526 |
|
|
$ |
59,855 |
|
|
|
Service trade |
|
|
114,041 |
|
|
|
239,041 |
|
|
|
Employee receivable |
|
|
12,863 |
|
|
|
800 |
|
|
|
Prepaid insurance costs |
|
|
7,228 |
|
|
|
130,345 |
|
|
|
Prepaid commissions |
|
|
96,206 |
|
|
|
31,504 |
|
|
|
Prepaid consulting costs |
|
|
|
|
|
|
76,767 |
|
|
|
Prepaid advertising and marketing costs |
|
|
|
|
|
|
29,133 |
|
|
|
Prepaid merchant fees |
|
|
60,774 |
|
|
|
26,690 |
|
|
|
Prepaid data license and subscription costs |
|
|
|
|
|
|
3,125 |
|
|
|
Other current assets |
|
|
451 |
|
|
|
46,414 |
|
|
|
Total prepaid expenses and other current assets |
|
$ |
445,089 |
|
|
$ |
643,674 |
|
|
10. Goodwill and Intangible Assets, Net
The following is a summary of goodwill by reportable segment as of and for the year ended December 31, 2025:
|
|
|
|
|
Banzai Operating Co. |
|
|
Vidello |
|
|
OpenReel |
|
|
Consolidated |
|
|
|
Goodwill December 31, 2024 |
|
$ |
2,171,526 |
|
|
$ |
|
|
|
$ |
16,800,949 |
|
|
$ |
18,972,475 |
|
|
|
Additions to goodwill (Note 4) |
|
|
|
|
|
|
3,019,246 |
|
|
|
|
|
|
|
3,019,246 |
|
|
|
Goodwill December 31, 2025 |
|
$ |
2,171,526 |
|
|
$ |
3,019,246 |
|
|
$ |
16,800,949 |
|
|
$ |
21,991,721 |
|
|
Intangible Assets
Intangible assets subject to amortization consist of the following:
|
|
|
|
|
Estimated Useful Life (years): |
December 31, 2025 |
|
|
|
Customer relationships |
|
6- 7 |
$ |
1,139,710 |
|
|
|
Trade name |
|
10- 15 |
|
1,637,100 |
|
|
|
Technology |
|
6- 8 |
|
6,425,010 |
|
|
|
Intangible assets, gross |
|
|
|
9,201,820 |
|
|
|
Less: Accumulated amortization |
|
|
|
(1,174,429 |
) |
|
|
Intangible assets, net |
|
|
$ |
8,027,391 |
|
|
Total amortization expense related to intangible assets was $1,146,066 for the year ended December 31, 2025. Expected amortization expense is as follows:
|
|
|
2026 |
|
|
$ |
1,214,920 |
|
|
|
2027 |
|
|
|
1,214,920 |
|
|
|
2028 |
|
|
|
1,214,920 |
|
|
|
2029 |
|
|
|
1,214,920 |
|
|
|
2030 |
|
|
|
1,205,547 |
|
|
|
Thereafter |
|
|
|
1,962,162 |
|
|
|
Total |
|
|
$ |
8,027,391 |
|
|
F-28
11. Accrued and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following at the dates indicated:
|
|
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Accrued expenses and other current liabilities: |
|
|
|
|
|
|
|
|
Accrued accounting and professional services costs |
|
$ |
2,365,081 |
|
|
$ |
2,419,829 |
|
|
|
Sales tax payable |
|
|
250,672 |
|
|
|
452,508 |
|
|
|
Excise tax payable |
|
|
223,717 |
|
|
|
223,717 |
|
|
|
Provision for tax payable |
|
|
577,726 |
|
|
|
|
|
|
|
Accrued payroll and benefit costs |
|
|
439,693 |
|
|
|
207,970 |
|
|
|
Accrued legal costs |
|
|
167,936 |
|
|
|
315,764 |
|
|
|
Accrued subscription costs |
|
|
53,369 |
|
|
|
46,759 |
|
|
|
Accrued streaming service costs |
|
|
51,563 |
|
|
|
51,308 |
|
|
|
Other current liabilities |
|
|
224,186 |
|
|
|
173,163 |
|
|
|
Total accrued expenses and other current liabilities |
|
$ |
4,353,943 |
|
|
$ |
3,891,018 |
|
|
12. Debt
Promissory Notes
Promissory Notes - Related Party
On August 30, 2023, the Company issued a subordinate promissory note (Alco August Promissory Note) in the aggregate principal amount of $150,000 to Alco Investment Company ("Alco"), a related party. Alco held its ownership of over 10% of the issued equity of the Company, through its ownership of Series A preferred stock. The Alco August Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on April 29, 2024. For the year ended December 31, 2024, interest expense on the Alco August Promissory Note totaled $11,284, comprised of $8,022 of contractual accrued interest and $3,261 for the amortization of the discount. As of December 31, 2024 the Alco August Promissory Note was converted in full (see below).
On September 13, 2023, the Company issued a subordinate promissory note (Alco September Promissory Note) in the aggregate principal amount of up to $1,500,000 to Alco. The Alco September Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest were due and payable on September 30, 2024, however the due date was extended and the debt subsequently settled (see below). For the year ended December 31, 2024, interest expense on the Alco September Promissory Note totaled $283,188, comprised of $92,822 of contractual accrued interest and $190,366 for the amortization of the discount. As of December 31, 2024 the Alco September Promissory Note was converted in full (see below).
On November 16, 2023, the Company issued a subordinate promissory note (Alco November Promissory Note) in the aggregate principal amount of up to $750,000 to Alco. The Alco November Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest were due and payable on April 13, 2024, however the due date was extended and the debt subsequently settled (see below). For the year ended December 31, 2024, interest expense on the Alco November Promissory Note totaled $321,189, comprised of $43,891 of contractual accrued interest and $277,298 for the amortization of the discount. As of December 31, 2024 the Alco November Promissory Note was converted in full (see below).
On December 13, 2023, the Company issued a subordinate promissory note (Alco December Promissory Note) in the aggregate principal amount of up to $2,000,000 to Alco. The Alco December Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on December 31, 2024. For the year ended December 31, 2024, interest expense on the Alco December Promissory Note totaled $936,941, comprised of $117,040 of contractual accrued interest and $819,901 for the amortization of the discount. As of December 31, 2024 the Alco December Promissory Note was converted in full (see below).
In connection with the issuances of the Alco September, November, and December Promissory Notes, the Company, 7GC and the Sponsor entered into share transfer agreements (the Alco Share Transfer Agreements) with Alco Investment Company. Pursuant to which for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 150,000, 75,000, and 600,000, respectively. Pursuant to the Alco Share Transfer Agreements, the shares are subject to an 180-day lock-up period upon issuance of the shares.
F-29
For the Alco Share Transfer Agreements, the Company considered the guidance under ASC 815, Derivatives and Hedging, and determined that the Investor Shares underlying each of the Share Transfer Agreements described above, met the definition of a freestanding financial instrument and are not precluded from being considered indexed to the Companys common stock. The Company determined that these shares represent a freestanding equity contract issued to the lender, resulting in a discount recorded on the notes when they are issued.
Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized if the contracts continue to be classified in equity. The measurement of fair value was determined utilizing various put option models in estimating the discount lack of marketability (the DLOM) applied to the public share price as the shares underlying each of the Share Transfer Agreements are subject to a lock-up period pursuant to each agreement, to estimate the fair value of the shares transferred. Option pricing models assume that the cost to purchase a stock option relates directly to the measurement of the DLOM. The logic behind these models is that investors may be able to quantify this price risk, due to lack of marketability, over a particular holding period where price volatility is usually estimated as a proxy for risk. The inputs and assumptions utilized in the fair value estimation included the Companys stock price on the measurement date, a DLOM as described above, the number of shares pursuant to each Share Transfer Agreement, and a probability weighted factor for the Companys expected percentage of completing its Business Combination, at each Share Transfer Agreement date.
April 2024 and May 2024 Amendment
On April 18, 2024, the Company amended the Alco August Promissory Note and Alco November Promissory Note to extend the maturity dates of each note to May 31, 2024 (the "Alco April 2024 Amendment"). On May 30, 2024, both parties agreed to again amend the Alco August Promissory Note and Alco November Promissory Note to further amend the maturity date to the earlier of (a) August 29, 2024 or (b) the closing of the next transaction (an Offering) in which the Company sells any of its Common Stock for cash with net proceeds of $4,000,000 or greater or if the holder acquires Common Stock in an amount not less than the then outstanding balance of the Alco August Promissory Note and Alco November Promissory Note (the "Alco May 2024 Amendment"). The Company evaluated the terms of both the Alco April 2024 Amendment and Alco May 2024 Amendment (the "Alco 2024 Amendments") in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the Alco 2024 Amendments. Accordingly, the Company accounted for the Alco 2024 Amendments as troubled debt restructurings by calculating a new effective interest rate for the Alco 2024 Amendments based on the carrying amount of the debt and the present value of the revised future cash flows payment streams. The troubled debt restructurings did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future.
September 2024 Alco Promissory Note Conversion and Settlement
On September 19, 2024, the Company and Alco agreed to convert an aggregate balance of $4,711,681 of debt inclusive of principal and accrued interest, representing the aggregate total balance outstanding to Alco as of that date (excluding the carrying value of debt discounts), into 282,420 shares of Class A Common Stock, Warrants to purchase up to 1,331,340 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 1,048,920 shares of Class A Common Stock (collectively, the Alco Securities), and in full settlement of the balance outstanding to Alco. The Company recognized the issuance of the Alco Securities, on September 19, 2024, in full settlement of all amounts owing to Alco. The grant date fair value of the Class A Common Stock, Warrants to purchase shares of Class A Common Stock and Pre-Funded Warrants to purchase shares of Class A Common Stock, were determined to be $1,098,614, $3,687,812, and $4,080,194, respectively. As a result of this transaction, the Company recognized a loss on extinguishment of $4,808,882, as of September 23, 2024, which was recognized as loss on conversion and settlement of Alco promissory notes on the consolidated statement of operations.
Promissory Notes - 7GC
The Company assumed two promissory notes in connection with the Merger which remained outstanding as of December 31, 2023. On February 9, 2024, the $2,540,091 balance was converted into 17,813 shares the Companys Class A Common Stock pursuant to the terms in the 7GC Promissory Notes.
Convertible notes
Promissory Note - GEM
On December 14, 2023, the Company and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, GEM) agreed to terminate in its entirety the GEM Agreement, pursuant to which GEM was to purchase from the Company shares of common stock having an aggregate value up to $100,000,000 and the Company was required to make and execute a warrant ("GEM Warrant"). The Companys obligation to issue the GEM Warrant remained, granting GEM the right to purchase Class A Common Stock in an
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amount equal to 3% of the total number of equity interests outstanding as of the Closing, calculated on a fully diluted basis, at an exercise price on the terms and conditions set forth therein, in exchange for issuance of a $2.0 million convertible debenture with a five-year maturity and 0% coupon. Due to the determination of the final terms of the planned $2.0 million convertible debenture having not been finalized, nor the final agreement related to the convertible debenture having been executed, as of December 31, 2023, the Company recognized, concurrent with the close of the merger, a liability for the GEM commitment fee, along with a corresponding GEM commitment fee expense, in the amount of $2.0 million.
On February 5, 2024, the Company and GEM entered into a settlement agreement (the GEM Settlement Agreement), pursuant to which (a) the Company and GEM agreed to (i) settle the Companys obligations under and terminate the binding term sheet entered into between Legacy Banzai and GEM, dated December 13, 2023, and (ii) terminate the share repurchase agreement, dated May 27, 2022, by and among the Company and GEM, and (b) the Company (i) agreed to pay GEM $1.2 million in cash within three business days of the GEM Settlement Agreement and (ii) issued to GEM, on February 5, 2024, an unsecured promissory zero coupon note in the amount of $1.0 million, payable in monthly installments of $100,000 beginning on March 1, 2024, with the final payment to be made on December 1, 2024 (the GEM Promissory Note). The Company paid GEM the $1.2 million in cash in February 2024.
The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, the Company shall issue to GEM a number of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of the Class A Common Stock for the trading day immediately preceding the applicable payment due date. In addition, the Company agreed to register on a registration statement 200,000 shares of Class A Common Stock that may be issuable under the terms of the GEM Promissory Note. The GEM Promissory Note contains customary events of default. If an event of default occurs, GEM may, at its option, demand from the Company immediate payment of any outstanding balance under the GEM Promissory Note. The GEM Promissory Note is recorded in the line Convertible notes on the Company's consolidated balance sheets.
As of December 31, 2024, the Company issued an aggregate of 19,000 shares of Class A Common Stock to GEM in lieu of monthly payment obligations and during the year ended December 31, 2025 the Company paid an aggregate of $215,057 to satisfy the remaining balance of the GEM Promissory Note.
Convertible Notes (Yorkville)
On December 14, 2023, in connection with and pursuant to the terms of its Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (Yorkville), (refer to Note 15 Equity for further details on the SEPA), Yorkville agreed to advance to the Company, in exchange for convertible promissory notes, an aggregate principal amount of up to $3,500,000, $2,000,000 of which was funded at the Closing in exchange for the issuance by the Company of a Convertible Promissory Note (the December Yorkville Convertible Note). The Company received net proceeds of $1,800,000 after a non-cash original issue discount of $200,000.
On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the SEPA Supplemental Agreement) to increase the amount of convertible promissory notes allowed to be issued under SEPA by $1,000,000 (the Additional Pre-Paid Advance Amount), for an aggregate principal amount of $4,500,000 to be advanced by Yorkville to the Company in the form of convertible promissory notes. On February 5, 2024 in exchange for a promissory note in the principal amount of $1,000,000 (the February Yorkville Promissory Note), with the same terms as the December Yorkville Convertible Note, the Company received net proceeds of $900,000 after an original issue discount of $100,000.
On March 26, 2024, the Company, in exchange for a convertible promissory note with a principal amount of $1,500,000 (the "March Yorkville Promissory Note" and, together with the December Yorkville Convertible Note and February Yorkville Promissory Note, the "Yorkville Promissory Notes"), received net proceeds of $1,250,000 after an original issue discount of $250,000.
On May 3, 2024, the Company and Yorkville entered into a Debt Repayment Agreement (the Original Debt Repayment Agreement) with respect to the Yorkville Promissory Notes. Under the Original Debt Repayment Agreement, Yorkville agreed that, upon completion of a Company registered offering and repayment of an aggregate $2,000,000 outstanding under the Yorkville Promissory Notes (the Original Repayment Amount), Yorkville would not deliver to the Company any Investor Notice (as defined in the SEPA) and would not exercise its right to convert the remainder of the amount outstanding under the Yorkville Promissory Notes for a period commencing on the date of the closing of the offering and ending on the date that is 90 days thereafter. Under the Original Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Yorkville Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $200,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice (as defined in the SEPA) for shares of the Companys Class A Common Stock, par value $0.0001 per share. The Original Debt Repayment Agreement was conditioned on the completion of the offering by June 2, 2024.
On May 22, 2024, the Company and Yorkville entered into an Amended and Restated Debt Repayment Agreement (the Amended Debt Repayment Agreement) with respect to the Yorkville Promissory Notes, which amends and restates the Original Debt Repayment
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Agreement. Under the Amended Debt Repayment Agreement, Yorkville has agreed that, upon completion of a registered offering and repayment of an aggregate $750,000 outstanding under the Yorkville Promissory Notes (the Amended Repayment Amount), Yorkville will not deliver to the Company any Investor Notice (as defined in the SEPA) and will not exercise its right to convert the remainder of the amount outstanding under the Yorkville Promissory Notes for a period commencing on the date of the closing of the offering and ending on the date that is 90 days thereafter (the Stand-still Period); provided that the Company will seek any consents necessary to allow Yorkville to issue Investor Notices or exercise its right to convert the remainder of the amount outstanding under the Yorkville Promissory Notes after a period of 60 days following the closing of the offering. Under the Amended Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Yorkville Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $75,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice for shares of Class A Common Stock (the Q2 Prepayment Premium). The Amended Debt Repayment Agreement was conditioned on the completion of the offering by May 29, 2024, which condition was satisfied upon the closing of the offering on May 28, 2024 (the "May 2024 Offering").
Pursuant to the terms of the Amended Repayment Agreement, the Company made a cash principal payment of $750,000 on May 31, 2024 (the Repayment Date), and issued an Advance Notice for the purchase of 1,200 shares of Class A Common Stock (the Premium Advance Shares) (representing the number of shares the Company reasonably believed would be sufficient to result in net proceeds of $75,000 as of the Repayment Date) (the Premium Advance). The total purchase price for the Premium Advance was $110,040, of which $75,000 was applied in satisfaction of the Payment Premium, and the remaining $35,040 was paid by Yorkville to the Company in cash (the Cash Surplus). The Premium Advance Shares were recorded at fair value totaling $115,800 on the Repayment Date, and the excess of fair value over the Cash Surplus was recorded to the consolidated statement of operations in line Yorkville prepayment premium expense.
On September 20, 2024, the Company entered into a Floor Price Reduction Agreement (the Floor Price Reduction Agreement) with Yorkville. The Company and Yorkville, pursuant to the Floor Price Adjustment Agreement, agreed to amend and restate the prior repayment agreements such that the outstanding principal under the Amended Debt Repayment Agreement was reduced to $0.7 million, with no remaining interest, the floor price, as described in the Outstanding Promissory Notes, was adjusted to $20.00, and the maturity date for the Outstanding Promissory Notes is extended by 120 days to January 17, 2025.
The Yorkville Promissory Notes have a maturity date (as modified by the Floor Price Reduction Agreement) of January 17, 2025, and accrue interest at 0% per annum, subject to an increase to 18% per annum upon events of default as defined in the agreement. As of December 31, 2025, no events of default have occurred.
Yorkville has the right to convert any portion of the outstanding principal into shares of Class A common stock at any time subsequent to the Stand-still Period through maturity. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by Yorkville) divided by the Conversion Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15 Equity). Yorkville will not have the right to convert any portion of the principal to the extent that after giving effect to such conversion, Yorkville would beneficially own in excess of 9.99% of the total number of shares of Class A Common Stock outstanding after giving effect to such conversion.
Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than ten trading days prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the Class A Common Stock is less than the Fixed Price.
Upon the occurrence of certain triggering events, as defined in the Yorkville Promissory Notes agreement (each an "Amortization Event"), the Company may be required to make monthly repayments of amounts outstanding under the Yorkville Promissory Notes, with each monthly repayment to be in an amount equal to the sum of (x) $1,000,000, plus (y) 10% in respect of such amount, and (z) all outstanding accrued and unpaid interest as of each payment date.
During January 2024, the Companys stock price per share fell below the then in effect Floor Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15 Equity) of $20.00 for five trading days during a period of seven consecutive trading days (an Amortization Event under the terms of the December Yorkville Convertible Note agreement), thus triggering amortization payments under the terms of the December Yorkville Convertible Note. On January 24, 2024, Yorkville agreed to waive the Amortization Event trigger, prior to the date upon which any amortization payment would have been required. As discussed in the definitions below, the Floor Price was reset on February 14, 2024, in conjunction with the effective date of the Companys Registration Statement, at a price of $2.94 per share of Class A Common Stock, thus curing the Amortization Event condition.
During the year ended December 31, 2024, $2,000,000 of the full outstanding principal under the December Yorkville Convertible Note, respectively, was converted into 27,538 shares of Class A Common stock of the Company. During the year ended December 31, 2024,
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the full principal amount of $1,000,000 under the February Yorkville Promissory Note was converted into 2,891 Class A Common stock of the Company. During the year ended December 31, 2024, the full outstanding principal amount of $750,000 under the March Yorkville Promissory Note was converted into 14,986 shares of Class A Common Stock.
On January 30, 2025 (the Issuance Date), in connection with and pursuant to the terms of the SEPA (refer to Note 15 Equity for further details), Yorkville agreed to advance to the Company, in exchange for a Convertible Promissory Note (the January 2025 Yorkville Note), a total principal amount of $3,500,000. The Company received net proceeds of $3,140,000 after an original issue discount of $350,000, and $10,000 in debt issuance costs paid to Yorkville.
The January 2025 Yorkville Note had a maturity date of July 31, 2025, but may be extended at the option of the Company. Beginning on the 30thday from the Issuance Date, and continuing on the same day of each successive calendar month thereafter, (each, an Installment Date), the Company shall repay a portion of the outstanding balance of the January 2025 Yorkville Note in an amount equal to the sum of (i) $1,000,000 of principal (or the outstanding Principal if less than such amount), plus (ii) a payment premium (in an amount equal to 4% of the Principal amount being paid (the Payment Premium), and (iii) accrued and unpaid interest as of each Installment Date (collectively, the Installment Amount). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The January 2025 Yorkville Note bears an interest rate of 0% for the first 90 days following the Issuance Date, and 6% thereafter (the Interest Rate). The Interest Rate shall increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined by the January 2025 Yorkville Note). The January 2025 Yorkville Note is convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Class A Common Stock), at a conversion price of $20.00 per share (the Conversion Price). The Investor may elect to convert part or all of the outstanding balance of the Note at any time or from time to time after the Issuance Date. The Company may prepay the outstanding amount at any time, in whole or in part, subject to a 4% premium, provided that (i) the Company provides the Investor with at least 10 trading days prior written notice (each, a Redemption Notice) of its desire to prepay the outstanding amount (an Optional Redemption), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price. Pursuant to the January 2025 Yorkville Note, the Company made payments totaling approximately $3,640,000, of which approximately $3,500,000 was applied against outstanding principal, and approximately $140,000 was paid to Yorkville as Payment Premiums and expensed as incurred. As of June 30, 2025, the January 2025 Yorkville Note was fully repaid.
On September 16, 2025, the Company entered into a Convertible Promissory Note (the September 2025 Yorkville Note) with Yorkville in principal amount of $2,000,000 (the Original Principal Amount) to the Company, to be used as an advance under the SEPA. The Company received $890,000 from the Investor on that same date (Advance #1), which reflects 50% of the Original Principal Amount, less 10% discount, and certain fees owed at such time. Upon the effectiveness of the registration statement on Form S-1, originally filed with the SEC on September 12, 2025 (File No. 333-290241) and the delivery of a closing statement, the Company received the remaining 50% of the Original Principal Amount, or $1,000,000, less 10% discount of the Original Principal Amount, netted from the purchase price due and structured as a purchase discount (Advance #2).
The September 2025 Yorkville Note was issued on September 16, 2025 and the maturity date of the September 2025 Yorkville Note is March 16, 2026, but may be extended at the option of the Company. Beginning on the 30th day from the date of issuance, and continuing on the same day of each successive calendar month thereafter, (each, an Installment Date), the Company shall repay a portion of the outstanding balance of the Note in an amount equal to the sum of (i) $500,000 of principal (or the outstanding Principal if less than such amount), plus (ii) a payment premium in an amount equal to 4% of the Principal amount being paid (the Payment Premium), and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively, the Installment Amount). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The September 2025 Yorkville Note bears an interest annual rate of 6%, which shall increase to 18% upon the occurrence of an Event of Default, as defined in the September 2025 Yorkville Note. The September 2025 Yorkville Note is convertible into shares of the Companys Class A common stock, par value $0.0001 per share, at a conversion price of $2.50 per share (the Conversion Price). The Investor may elect to convert part or all of the outstanding balance of the September 2025 Yorkville Note at any time or from time to time after the date of issuance. The Company maintains the right to redeem all or any part of the September 2025 Yorkville Note, at any time, provided that (i) the Company provides the Investor with at least 10 trading days prior written notice (each, a Redemption Notice) of its desire to prepay the outstanding amount (an Optional Redemption), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price.
On October 6, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 115,000 shares of the Company's Class A Common Stock at a purchase price of $3.08 for a total purchase price of $354,074 to be applied against the outstanding Yorkville Convertible Notes. Upon settlement on October 8, 2025, the Company issued 115,000 shares of Class A Common Stock to Yorkville.
On October 13, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 65,000 shares of the Company's Class A Common Stock at a purchase price of $2.95 for a total purchase price of $191,477
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to be applied against the outstanding Yorkville Convertible Notes. Upon settlement on October 15, 2025, the Company issued 65,000 shares of Class A Common Stock to Yorkville.
Term and Convertible notes - related party (CP BF)
During 2021, the Company entered into a loan agreement with CP BF Lending, LLC (CP BF) comprised of a Term Note and a Convertible Note. The Term Note bears cash interest at a rate of 14% per annum paid monthly and accrued interest payable-in-kind (PIK) cumulatively at 1.5% per annum. The outstanding principal balance of the Term Note together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2025 (Loan Maturity Date). The Convertible Note accrues PIK interest cumulatively at a rate of 15.5% per annum, and is convertible into Class A Common Stock upon Qualified Financing (as defined in the agreement), upon a Change of Control (as defined in the agreement), upon Prepayment, or at Maturity at a fixed conversion price of $1,336.40 per unit. If not sooner converted or prepaid, the Convertible Note principal together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on the Loan Maturity Date.
For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company's noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company's consolidated balance sheets.
On October 10, 2022 the Loan Agreement was amended, where CP BF waived payment by the Company of four months of cash interest with respect to the Term Note in replacement for a Convertible Note (First Amendment Convertible Note) in the principal amount of $321,345, which is not considered an Additional Loan as defined above. The First Amendment Convertible Note has the same features as the Convertible Note described above.
The effective interest rate for the Term Note was 16% and interest expense totaled $851,175 for the year ended December 31, 2024, comprised of $772,550 of contractual interest and $78,625 of amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Note was 16% for the year ended December 31, 2024. For the year ended December 31, 2024, interest expense on the Convertible Notes totaled $350,430 comprised of $325,818 of contractual interest and $24,612 for the amortization of the discount.
Convertible notes - related party (CP BF restructuring)
On September 5, 2024, the Company entered into a side letter to the loan agreement with CP BF whereby the Company agreed to consolidate the Term Note, CP BF Convertible Note and First Amendment Convertible Note (combined the "Old CP BF Notes") into a single convertible note (the "2024 CP BF Convertible Note"). In accordance with FASB ASC 470, Debt, the Company treated the Old CP BF Notes as extinguished and recognized a loss on debt extinguishment of $6,529,402, determined by the sum of the fair value of the 2024 CP BF Convertible Note, plus the fair value of the additional equity consideration given as part of the side letter and share purchase agreement, as discussed below, in excess of the carrying value of the Old CP BF Notes. After consideration of the below transactions CP BF was determined to be a related party as they owned approximately 16% of the outstanding Class A Common Stock.
In conjunction with the side letter, the Company agreed to issue to CP BF, 7,000 shares of the Company's Class A Common Stock. On September 23, 2024 the transaction was finalized and the Company issued the 2024 CP BF Convertible Note with a principal amount of $10,758,775. The outstanding principal balance of the 2024 CP BF Convertible Note together with accrued interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2027 (2024 Loan Maturity Date). The 2024 CP BF Convertible Note accrues interest at a rate of 15.5% which interest shall be paid in kind monthly and is convertible at the holder's option at any time on or following the effectiveness of the first resale registration statement covering the applicable conversion shares at a fixed conversion price per share of $38.90. Upon the occurrence, and during the continuance, of an Event of Default (as defined in the agreement), interest on the 2024 CP BF Convertible Note will bear PIK interest at a per annum rate of 20% (2024 Default Rate.)
The Company may voluntarily prepay the principal of the 2024 CP BF Convertible Note, in accordance with their terms, in whole or in part at any time. On the date of any such prepayment, the Company will owe to Lender: (i) all accrued interest with respect to the principal amount so prepaid through the date the prepayment is made and (ii) the Exit Fee with respect to the principal amount so prepaid, calculated as 1.0% of the outstanding principal balance of the loans, with only the portion of the principal balance so converted counted for purposes of determining the applicable Exit Fee; and provided further, that, in the event of a partial prepayment of the loans, the Exit Fee shall be calculated on the principal amount so repaid and not on the entire outstanding principal balance thereof, and (iii) all other Obligations, if any, that shall have become due and payable hereunder with respect to the principal amount so prepaid. The 2024 CP BF Convertible Note obtain features that relate to the mandatory prepayment, either partially or in whole, upon certain contingent events.
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The 2024 CP BF Convertible Note has an embedded redemption put feature upon a Prepayment and Default Interest triggering events. For further discussion of this derivative see Note 7 Fair Value Measurements.
In October 2024, CP BF exercised its optional conversion option in which it received 5,560 Class A Common Stock at the fixed conversion price per share of $38.90 in satisfaction of $216,284 of the Company's obligations under the 2024 CP BF Convertible Note.
On September 23, 2024, the Company entered into a Securities Purchase Agreement (the CP BF SPA), a Registration Rights Agreement (the CP BF RRA), a Lock-Up Agreement (the CP BF Lock Up) and issued CP BF a Common Stock Purchase Warrant (the CP BF Warrant) and a Pre-Funded Warrant (the CP BF Pre-Funded Warrant, together with the CP BF SPA, CP BF RRA, CP BF Lock Up and CP BF Warrant, the CP BF Transaction Documents). Pursuant to the CP BF SPA, CP BF agreed to convert $2,000,000 in debt into 26,085 shares of Class A Common Stock, CP BF Warrants to purchase up to 56,555 shares of Class A Common Stock and CP BF Pre-Funded Warrants to purchase up to 30,470 shares of Class A Common Stock (all such securities and shares collectively referred to as the CP BF Registrable Securities). The CP BF Warrant can be exercised at an initial exercise price of $38.90 per share, subject to adjustment for a term of five years. The CP BF Pre-Funded Warrant will be exercisable at any time after the date of issuance at an exercise price of $0.0001. Neither warrant may be exercised if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Both warrants may be exercised via cash or cashless exercise. Pursuant to the CP BF RRA, the Company agreed to file a registration statement to register the CP BF Registrable Securities and for the registration statement to become effective on or before December 9, 2024. Under the CP BF Lock-Up, the Companys CEO, Joseph Davy, agreed not to sell an aggregate of 231,114 shares of Class B Common Stock that he owns until such time as CP BF no longer owns any of the CP BF Registrable Securities.
On September 24, 2024, the Company entered into a securities purchase agreement with an institutional investor for the issuance and sale in a private placement with gross proceeds to the Company of approximately $4.6 million. One of the contingent redemption features in the 2024 CP BF Convertible Note relates to the Company prepaying, either partially or in whole, the obligations upon the sale of the Company's capital stock equal to 20% of the cash proceeds in excess of $3,000,000. For the year ended December 31, 2025, the Company paid a total of $2,840,677 which satisfied outstanding principal under the 2024 CP BF Convertible Note.
The effective interest rate for the 2024 CP BF Convertible Note was approximately 15.4% for the year ended December 31, 2025 and 2024. For the year ended December 31, 2025 and 2024, interest expense on the 2024 CP BF Convertible Note totaled $1,177,033 and $368,525, respectively.
The following table presents the 2024 CP BF Convertible Note as of December 31, 2025 and 2024:
|
|
|
|
|
As of December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Face value of the CP BF convertible notes |
|
$ |
8,758,775 |
|
|
$ |
8,758,775 |
|
|
|
Debt premium, net |
|
|
|
|
|
|
11,066 |
|
|
|
Carrying value of the CP BF convertible notes |
|
|
8,758,775 |
|
|
|
8,769,841 |
|
|
|
Accrued interest |
|
|
1,557,558 |
|
|
|
369,459 |
|
|
|
Prepayments made |
|
|
(5,011,987 |
) |
|
|
(283,315 |
) |
|
|
Conversions |
|
|
(381,745 |
) |
|
|
(216,284 |
) |
|
|
Total CP BF convertible notes and accrued interest |
|
$ |
4,922,601 |
|
|
$ |
8,639,701 |
|
|
CP BF Letter Agreement
On October 14, 2025, the Company and CP BF executed a letter agreement dated October 10, 2025, pursuant to which they amended certain terms of the Loan Agreement and Note (as amended on October 15, 2025, the CP BF Letter Agreement). The CP BF Letter Agreement amended the Conversion Price, as defined, to ninety-five percent (95%) of the price of the Class A Common Stock on the trading day immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50. The CP BF Letter Agreement included an amendment that CP BF shall take commercially reasonable actions to partially convert the balance outstanding under the Note as of the CP BF Letter Agreement date (the "Balance") into shares of the Company's Class A Common Stock at the new conversion price. The CP BF Letter Agreement limits the amount of shares that CP BF can sell or convert to five percent (5%) of the aggregate daily trading volume however the Company has the right waive or increase such limitation at its discretion. The CP BF Letter Agreement also stipulates that between the time that the Company pays down at least $2,000,000 against the Balance until the earlier of (a) 60 days following the date of the CP BF Letter Agreement and (b) receipt of $10,000,000 in gross proceeds from the sale of Company securities, the Company will no longer be required to prepay a certain percentage of other proceeds received from securities offerings to CP BF, as stipulated in the Loan Agreement.
Pursuant to the CP BF Letter Agreement, the parties agreed to use an agreed-upon portion of other debt to partially prepay the balance
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outstanding under the Note as of the CP BF Letter Agreement date (the "Balance"). The Company also agreed to reserve that number of shares of Class A Common Stock equal to 120% of the number of shares of Class A Common Stock issuable upon full conversion of the Balance at the new conversion price and to register 100% of all such shares with the SEC within 60 days of the CP BF Letter Agreement. As per the CP BF Letter Agreement, subject to the receipt by CP BF of $2,000,000 and the filing of the registration statement, CP BF also agreed to waive certain events of default that may have occurred or be occurring as of the date of the CP BF Letter Agreement; CP BF also agreed that until December 31, 2025, it shall not exercise any right or remedy associated with any failure on the part of the Company to comply with certain financial covenants set forth in the Loan Agreement, as they relate to the period ending September 30, 2025.
The Company's failure to comply with the Letter Agreement shall constitute an Event of Default under the Loan Agreement.
2025 CP BF Conversions
Between October 17, 2025 and December 31, 2025, CP BF exercised its optional conversion option multiple times and received an aggregate of 62,700 shares of Class A Common Stock at conversion prices per share ranging from $2.71 to $2.75 in satisfaction of $165,461 of the Company's obligations under the 2024 CP BF Convertible Note.
Notes payable, carried at fair value
Agile Term Notes
On July 22, 2024, the Company entered into a subordinated business loan and security agreement (the "July Subordinated Business Loan and Security Agreement") with Agile Lending, LLC ("Agile") and Agile Capital Funding, LLC as the collateral agent ("Agile Funding") and issued a subordinated secured promissory note (the July Agile Note) for an aggregate principal amount of $787,500 and received net proceeds of $750,000, after administrative agent fees of $37,500 paid to Agile Funding, with a maturity date of February 5, 2025. The July Agile Note bears interest at a rate of 42%.
On September 13, 2024, the Company entered into a subordinated business loan and security agreement (the "September Subordinated Business Loan and Security Agreement") with Agile and Agile Funding and issued a subordinated secured promissory note (the September Agile Note) for an aggregate principal amount of $262,500 and received net proceeds of $250,000, after administrative agent fees of $12,500 paid to Agile Funding, with a maturity date of March 3, 2025. The September Agile Note bears interest at a rate of 48%.
On December 12, 2024, the Company issued a subordinated secured promissory note (the December Agile Note) for an aggregate principal amount of $2,400,000 and received net proceeds of $1,782,438, after administrative agent fees of $120,000 paid to Agile Funding, and net of payments to Agile of $319,500 and $178,063 in respect to early prepayment of the remaining outstanding balances of the July Agile Note and September Agile Note. The December Agile Note has a maturity date of July 10, 2025 and bears interest at a rate of 44%.
Upon the modification on December 12, 2024, the Company evaluated the debt modification guidance, determining that the modification is an extinguishment of the existing July Agile Note and September Agile Note due to the terms of the December Agile Note being substantially different from the terms of the July and September Agile Notes. As a result, the Company recorded a loss on debt extinguishment of $1,071,563.
On March 31, 2025, the Company issued a subordinated secured promissory note (the March Agile Note) for an aggregate principal amount of $4,000,000 and received net proceeds of $2,044,105, after administrative agent fees of $200,000 paid to Agile Funding, and net of payments to Agile of $1,755,895 in respect to early prepayment of the remaining outstanding balances of the December Agile Note. The March Agile Note has a maturity date of November 12, 2025 and bears interest at a rate of 44%.
Upon the modification on March 31, 2025, the Company evaluated the debt modification guidance, determining that the modification is an extinguishment of the existing December Agile Note due to the terms of the March Agile Note being substantially different from the terms of the December Agile Notes. As a result, the Company recorded a loss on debt extinguishment of $1,769,895.
On June 12, 2025, the Company issued a subordinated secured promissory note (the June Agile Note) for an aggregate principal amount of $262,500 and received net proceeds of $250,000, after administrative agent fees $12,500 paid to Agile Funding. The June Agile note has a maturity date of December 15, 2025 and bears interest at a rate of 48%.
The July Agile Note, the September Agile Note, the December Agile Note, the March Agile Note, and the June Agile Note are together referred to as the Agile Notes. Interest on the Agile Notes is calculated on a 360 day year based on the actual number of days lapsed, and accrues commencing on and including the effective date pursuant to the respective agreement's weekly repayment and amortization schedule.
F-36
The collateral under the July and September Subordinated Business Loan and Security Agreements consist of all of the Companys goods, accounts, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including intellectual property), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other collateral accounts, all certificates of deposit, fixtures, letters of credit rights, securities, and all other investment property, supporting obligations, and financial assets. Upon any Changes in Business or Management, Ownership (as defined in the agreements) or upon an Event of Default (as defined in the agreements), each of the July Agile Note and or the September Agile Note then-outstanding will become accelerated and the Company shall immediately pay to Agile an amount equal to the sum of (i) all outstanding principal of the term loan plus accrued and unpaid interest thereon accrued through the prepayment date, (ii) a Prepayment Fee (as defined in the agreements), plus (iii) all other obligations that are due and payable, including, without limitation, incremental interest at the Default Rate of 5.0% (as defined in the agreements). Additionally, the Company may voluntarily prepay the July Agile Note and or the September Agile Note, in accordance with their terms, in whole or in part at any time. On the date of such prepayment of any principal amounts, the Company will owe to Agile a Prepayment Fee comprising a make-whole premium payment on account of such principal amount prepaid, which shall be equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date of the respective note, as described above.
The Agile Notes include contingent redemption (put) rights which trigger mandatory prepayment and a make-whole premium upon certain events including an event of default, and defaulted contingent interest upon an event of default. For further discussion of this derivative, see Note 7 Fair Value Measurements.
Following the issuance of the March Agile Note, the Company entered into a series of exchange and forbearance arrangements with Agile and Agile Funding, relating to the outstanding balance of the March Agile Note.
As of December 11, 2025, the remaining principal and accrued and unpaid interest under the March Agile Note was approximately $1,495,375. On December 15, 2025, the Company entered into a forbearance agreement with Agile and Agile Funding, pursuant to which Agile agreed to forbear from exercising its rights and remedies under the March Agile Note and related loan documents in connection with existing defaults. In consideration for such forbearance, the outstanding balance of the March Agile Note was increased to $2,123,432.
Upon the modification on December 15, 2025, the Company evaluated the debt modification guidance, determining that the modification is an extinguishment of the March Agile Note due to the terms of the March Agile Note after the modification being substantially different from before the modification as a result of the forbearance agreement. As a result, the Company recorded a loss on debt extinguishment of $632,837.
On December 15, 2025, the Company entered into an exchange agreement with Agile pursuant to which the Company issued 232,786 shares of its Class A common stock in exchange for a reduction of $284,000 in the outstanding balance of the March Agile Note. Following this exchange, the outstanding balance of the March Agile Note was reduced to approximately $1,839,432.
Interest expense on the Agile Notes totaled $2,727,280 and $100,095 for the year ended December 31, 2025 and 2024, respectively.
The following presents the Agile Notes for the year ended December 31, 2025:
|
|
|
|
|
Agile Term Notes |
|
|
|
Balance at December 31, 2024 |
|
|
3,143,000 |
|
|
|
Issuance of Agile term notes |
|
|
4,262,500 |
|
|
|
Loss on issuance |
|
|
110,500 |
|
|
|
Loss on extinguishment |
|
|
2,402,732 |
|
|
|
Repayments in cash |
|
|
(8,079,300 |
) |
|
|
Conversions |
|
|
(284,000 |
) |
|
|
Change in fair value |
|
|
173,055 |
|
|
|
Balance at December 31, 2025 |
|
$ |
1,728,487 |
|
|
|
|
|
|
|
|
|
Outstanding principal balance as of December 31, 2025 |
|
$ |
1,839,433 |
|
|
|
Accrued interest as of December 31, 2025 |
|
$ |
|
|
|
1800 Diagonal Convertible Notes
On August 16, 2024, the Company entered into a securities purchase agreement and promissory note agreement (the "August Securities Purchase Agreement") with 1800 Diagonal Lending LLC (Lender) and issued a promissory note (the August 1800 Diagonal Note)
F-37
for an aggregate principal amount of $184,000 and received net proceeds of $152,000, after an original issue discount of $24,000 and issuance costs of $8,000 for due diligence and legal fees. The August 1800 Diagonal Note has a maturity date of June 15, 2025 and bears interest at 12% per annum. The August Securities Purchase Agreement stipulates that the Company and Lender may mutually agree to enter into additional tranches of promissory notes over the 12 month period commencing on August 16, 2024, up to an aggregate total of $750,000.
On September 24, 2024, the Company issued a second promissory note (the September 1800 Diagonal Note) for an aggregate principal amount of $124,200 and received net proceeds of $100,000, after an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees. The September 1800 Diagonal Note has a maturity date of July 30, 2025 and bears interest at 12% per annum. On July 23, 2025, the Company exercised its conversion option under the September 1800 Diagonal Note. On the conversion date, the September 1800 Diagonal Note had a fair value of $17,000 and converted into 7,034 shares of the Company's Class A Common Stock in satisfaction of $17,388 of the Company's obligations under the September 1800 Diagonal Note.
On December 10, 2024, the Company issued a third promissory note (the December 1800 Diagonal Note) for an aggregate principal amount of $124,200 and received net proceeds of $100,000, after an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees. The December 1800 Diagonal Note has a maturity date of October 15, 2025 and bears interest at 12% per annum. On July 22, 2025, the Company exercised its conversion option under the December 1800 Diagonal Note. On the conversion date, the December 1800 Diagonal Note had a fair value of $58,000 and converted into 19,986 shares of the Company's Class A Common Stock in satisfaction of $52,164 of the Company's obligations under the December 1800 Diagonal Note.
On February 7, 2025, the Company issued a fourth promissory note (the February 1800 Diagonal Note) for an aggregate principal amount of $124,200 and received net proceeds of $100,000, after an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees. The February 1800 Diagonal Note has a maturity date of December 15, 2025 and bears interest at 12% per annum. On August 11, 2025, the Company exercised its conversion option under the February 1800 Diagonal Note. On the conversion date, the February 1800 Diagonal Note had a fair value of $80,700 and converted into 32,780 shares of the Company's Class A Common Stock in satisfaction of $69,552 of the Company's obligations under the February 1800 Diagonal Note.
On April 17, 2025, the Company issued a fifth promissory note (the April 1800 Diagonal Note) for an aggregate principal amount of $230,000 and received net proceeds of $192,000, after an original discount of $30,000 and issuance costs of $8,000 for due diligence and legal fees. The April 1800 Diagonal Note has a maturity date of February 15, 2026 and bears interest at 12% per annum.
Between October 21, 2025 and October 27, 2025, the Lender exercised its conversion option multiple times under the April 1800 Diagonal Note and received an aggregate of 140,293 shares of Class A Common Stock at conversion prices per share ranging from $1.69 to $2.06 in full satisfaction of the Company's remaining obligations under the April 1800 Diagonal Note totaling $265,100.
On May 9, 2025, the Company issued a sixth promissory note (the May 1800 Diagonal Note) for an aggregate principal amount of $163,300 and received net proceeds of $135,000, after an original discount of $21,300 and issuance costs of $7,000 for due diligence and legal fees. The May 1800 Diagonal Note has a maturity date of February 15, 2026 and bears interest at 12% per annum.
On July 23, 2025, the Company issued a seventh promissory note (the July 1800 Diagonal Note) for an aggregate principal amount of $295,550 and received net proceeds of $250,000, after an original discount of $38,550 and issuance costs of $7,000 for due diligence and legal fees. The July 1800 Diagonal Note has a maturity date of May 30, 2026 and bears interest at 12% per annum.
On September 12, 2025, the Company issued an eighth promissory note (the September 2025 1800 Diagonal Note) for an aggregate principal amount of $151,800 and received net proceeds of $125,000, after an original discount of $19,800 and issuance costs of $7,000 for due diligence and legal fees. The September 2025 1800 Diagonal Note has a maturity date of June 15, 2026 and bears interest at 14% per annum.
On November 4, 2025, the Company issued a ninth promissory note (the November 1800 Diagonal Note) for an aggregate principal amount of $238,050 and received net proceeds of $200,000, after an original discount of $31,050 and issuance costs of $7,000 for due diligence and legal fees. The November 1800 Diagonal Note has a maturity date of July 30, 2026 and bears interest at 14% per annum.
The August, September, December, February, April, May, July, September 2025 and November notes described above are together referred to as the 1800 Diagonal Notes. Interest on the 1800 Diagonal Notes accrues commencing on and including the issuance date pursuant to the respective agreement's repayment and amortization schedule.
Upon an event of default, as defined in the respective agreements, all or any portion of the 1800 Diagonal Notes that are then outstanding, may become convertible at the option of the Lender into fully paid and non-assessable shares of the Companys Common Stock up to 4.99% of the Companys outstanding shares of Common Stock. The Notes become convertible at the Lenders option upon an event of default, at a conversion price equal to the quotient resulting from dividing the Conversion Amount, measured as the sum of (1) the principal amount of the Note or Notes being converted in such conversion, plus (2) at the Lenders option, accrued and unpaid interest,
F-38
if any, on such principal amount at the interest rates to the respective note or notes being converted through the conversion date, plus (3) at the Lenders option, the default interest, divided by the Conversion Price then in effect on the date specified in the notice of conversion (the conversion date). The Conversion Price will be measured as seventy-five percent (75%) multiplied by the market price, which means the lowest trading price for the Companys Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
The 1800 Diagonal Notes include optional conversion rights to the holder upon an event of default, contingent redemption (put) rights which trigger mandatory prepayment upon event of default, and defaulted contingent interest upon an event of default. For further discussion of this derivative, see Note 7 Fair Value Measurements.
Interest expense on the 1800 Diagonal Notes totaled approximately $306,696 and $100,095 for the year ended December 31, 2025 and 2024, respectively.
The following table presents the 1800 Diagonal Notes year ended December 31, 2025:
|
|
|
|
|
1800 Diagonal |
|
|
|
Balance at December 31, 2024 |
|
$ |
432,000 |
|
|
|
Issuance of convertible notes |
|
|
1,297,200 |
|
|
|
Loss on debt issuance |
|
|
140,215 |
|
|
|
Repayments in cash |
|
|
(615,457 |
) |
|
|
Change in fair value |
|
|
(49,478 |
) |
|
|
Conversions |
|
|
(457,493 |
) |
|
|
Balance at December 31, 2025 |
|
$ |
746,987 |
|
|
|
|
|
|
|
|
|
Outstanding principal balance as of December 31, 2025 |
|
$ |
721,938 |
|
|
|
Accrued interest as of December 31, 2025 |
|
$ |
71,015 |
|
|
3i, LP Private Placement Offering
On June 27, 2025, the Company entered into a securities purchase agreement (the Purchase Agreement) with an institutional investor, 3i, LP (the Buyer) for the issuance and sale in a private placement (the Private Placement Offering) of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the Private Placement Convertible Notes) which are convertible into shares of the Company's Class A Common Stock (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the Conversion Shares), in accordance with the terms of the Notes.
In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the Letter Agreement) with Rodman & Renshaw LLC as the exclusive financial advisor (the Financial Advisor) pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 21,212 shares of Common Stock (the Financial Advisor Warrants," together with the Buyer Warrants, the Private Placement Warrants). Refer to Note 15 Equity, for further description of the Warrants issued in the Private Placement Offering.
On June 30, 2025, the parties conducted the initial closing pursuant to the terms of the Purchase Agreement and the Company issued an initial Note (the "June 3i Note") and an initial warrant ("June Warrant") to acquire shares of the Company's Class A Common Stock. The parties conducted subsequent closings on August 19, 2025 and October 8, 2025 and the Company issued additional notes and warrants (the "August 3i Note" and the "August Warrant," and the "October 3i Note" and the "October Warrant," respectively). The following table presents the maturity date, the original principal amount, the net proceeds received by the Company after original issue discount and issuance fees and costs, the initial conversion price per share, and the initial conversion floor price per share at the date of closing for each Note, and the number of warrants and the initial exercise price per share for each Buyer Warrant associated with the
F-39
Private Placement Offering:
|
|
|
|
|
Private Placement Notes |
|
|
Private Placement Warrants |
|
|
|
Closing Date |
|
Note Issued by the Company |
|
Maturity Date of the Note |
|
Original Principal Amount of the Note |
|
|
Net Proceeds Received by the Company |
|
|
Initial Conversion Price per Share |
|
|
Initial Conversion Floor Price per Share |
|
|
Warrants Issued by the Company |
|
Number of Buyer Warrants Issued by the Company |
|
|
Initial Buyer Warrant Exercise Price per Share |
|
|
|
June 30, 2025 |
|
June 3i Note |
|
June 30, 2026 |
|
$ |
2,200,000 |
|
|
$ |
1,725,000 |
|
|
$ |
2.50 |
|
|
$ |
0.11 |
|
|
June Warrant |
|
|
67,124 |
|
|
$ |
2.50 |
|
|
|
August 19, 2025 |
|
August 3i Note |
|
September 19, 2026 |
|
$ |
2,200,000 |
|
|
$ |
1,762,000 |
|
|
$ |
2.50 |
|
|
$ |
1.10 |
|
|
August Warrant |
|
|
126,107 |
|
|
$ |
2.50 |
|
|
|
October 8, 2025 |
|
October 3i Note |
|
October 8, 2026 |
|
$ |
2,500,000 |
|
|
$ |
2,010,909 |
|
|
$ |
2.50 |
|
|
$ |
0.62 |
|
|
October Warrant |
|
|
200,000 |
|
|
$ |
2.50 |
|
|
|
Total |
|
|
|
|
|
$ |
6,900,000 |
|
|
$ |
5,497,909 |
|
|
|
|
|
|
|
|
|
|
|
393,231 |
|
|
|
|
|
The Private Placement Notes were issued with an original issue discount of 10.0% and accrue interest at a rate of 10.0% per annum.
The net proceeds received by the Company are after the original issue discount and issuance fees and costs, financial advisory fees and estimated offering expenses. The Private Placement Notes mature twelve (12) months from the respective date of issuance, 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 Private Placement Notes have a respective conversion price that is subject to a floor price. In certain pricing conditions set by the conversion formula in the agreement, a conversion may result in the Company delivering both shares and cash to the Buyer. The Company intends to use the net proceeds received from the Private Placement Offering for general corporate purposes and working capital.
In September 2025, as per the terms of the Notes and Warrants, the conversion price and exercise price was adjusted to $2.50. On October 10, 2025, the Company and 3i, LP entered into a consent and waiver agreement (the "Waiver") on certain terms of the Purchase Agreement (as defined in Note 12 Debt in the notes to the consolidated financial statements) to waive the downward adjustment prohibition in the Purchase Agreement and to provide 3i with certain Variable Rate Securities, as defined in the Purchase Agreement, solely to the extent it would otherwise be violated by the conversion price of CP BF Letter Agreement, as defined below. As such, the parties waived that the conversion price amendment of the CP BF Letter Agreement, as defined below, shall not trigger or constitute an event of default under the Purchase Agreement.
In addition, if an Event of Default (as defined in the Notes) has occurred, the Buyer may elect convert (each, an Alternate Conversion," and the date of such Alternate Conversion, each, an Alternate Conversion Date) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the Alternate Conversion Amount) into shares of Common Stock at a conversion rate equal to the quotient of (x) the product of (A) the Redemption Premium and (B) the Alternate Conversion Amount, divided by (y) the Alternate Conversion Price (the Alternate Conversion Rate). Upon the occurrence of an Event of Default, the Company is required to deliver written notice to the Buyer within one (1) business day (an Event of Default Notice). At any time after the earlier of (a) the Buyers receipt of an Event of Default Notice, and (b) the Buyer becoming aware of an Event of Default, the Buyer may require the Company to redeem all or any portion of the Notes at a 15% premium. Beginning the earlier to occur of (x) the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement filed pursuant to the Registration Rights Agreement and (y) August 1, 2025, and thereafter, the first Trading Day of the calendar month immediately following (each an Installment Date) until the Maturity Date, the Company shall repay the Buyer approximately $183,333 towards the principal balance of the Notes and any accrued and unpaid interest in cash or, provided certain conditions are satisfied, shares of Common Stock, at the Companys option (collectively, the Installment Amount). In connection with a Change of Control," the Buyer shall have the right to require the Company to redeem part or all of the Notes outstanding in cash, at the highest calculation of the Change of Control Redemption Price, each of which is outlined in their entirety within the Notes.
The Private Placement Convertible Notes include optional conversion rights to the holder upon an event of default, contingent redemption (put) rights which trigger mandatory prepayment upon event of default, and defaulted contingent interest upon an event of default.
Due to these embedded features within the Private Placement Convertible Notes, the Company elected to account for the Private Placement Convertible Notes at fair value at their respective dates of issuance and in subsequent reporting periods, pursuant to ASC 825. The Company will record changes in the fair value of the notes that relate to changes in credit risk to other comprehensive income. The remaining changes in fair value, including the component related to accrued interest, will be recorded through the other (income) expense section of the Companys consolidated statements of operations and comprehensive loss statement in a single line item.
F-40
3i, LP Conversions
Between August 12, 2025 and October 22, 2025, the Buyer exercised its contractual conversion options multiple times under the June 3i Note and received an aggregate of 616,450 shares of Class A Common Stock at conversion prices per share ranging from $1.91 to $2.58 in full satisfaction of the Company's remaining obligations under the June 3i Note totaling $1,419,698.
Between September 10, 2025 and October 14, 2025, the Buyer exercised its contractual conversion option multiple times under the August 3i Note and received an aggregate of 617,656 shares of Class A Common Stock at conversion prices per share ranging from $1.91 to $2.42 in satisfaction of $1,411,667 of the Company's obligations under the August 3i Note.
Between October 16, 2025 and December 11, 2025, the Buyer exercised its contractual conversion option multiple times under the October 3i Note and received an aggregate of 1,331,675 shares of Class A Common Stock at conversion prices per share ranging from $1.03 to $2.50 in satisfaction of $1,676,667 of the Company's obligations under the October 3i Note.
Interest expense on the Private Placement Convertible Notes totaled approximately $1,193,231 for the year ending December 31, 2025.
The following table presents the Private Placement Convertible Notes as of December 31, 2025:
|
|
|
|
|
3i, LP Notes |
|
|
|
Issuance of Private Placement Convertible Notes |
|
$ |
6,450,000 |
|
|
|
Loss on debt issuance |
|
|
3,349,000 |
|
|
|
Repayments in cash |
|
|
(1,291,516 |
) |
|
|
Change in fair value |
|
|
(2,308,368 |
) |
|
|
Conversions |
|
|
(4,343,116 |
) |
|
|
Balance as of December 31, 2025 |
|
$ |
1,856,000 |
|
|
|
|
|
|
|
|
|
Outstanding principal balance as of December 31, 2025 |
|
$ |
1,709,091 |
|
|
|
Accrued interest as of December 31, 2025 |
|
$ |
170,909 |
|
|
Boot Capital
On December 3, 2025, the Company issued a first promissory note (the Boot Capital Note) for an aggregate principal amount of $115,000 and received $100,000 of proceeds, net of an original discount of $15,000, with a maturity date of August 30, 2026. The stated interest rate on the Boot Capital Note is 14% per annum, and interest shall accrue on the Boot Capital Note commencing on and including the issuance date pursuant to the agreements repayment and amortization schedule.
Upon an event of default, as defined in the agreement, all or any portion of the Boot Capital Note that is then outstanding, may become convertible at the option of the Lender into fully paid and non-assessable shares of the Companys Common Stock up to 4.99% of the Companys outstanding shares of Common Stock. The Boot Capital Note becomes convertible at the Lenders option upon an event of default, at a conversion price equal to the quotient resulting from dividing the Conversion Amount, measured as the sum of (1) the principal amount of the note being converted in such conversion, plus (2) at the Lenders option, accrued and unpaid interest, if any, on such principal amount at the interest rates to the respective note being converted through the conversion date, plus (3) at the Lenders option, the default interest, divided by the Conversion Price then in effect on the date specified in the notice of conversion (the conversion date). The Conversion Price will be measured as seventy-five percent (75%) multiplied by the market price, which means the lowest trading price for the Companys Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
The Boot Capital Note include optional conversion rights to the holder upon an event of default, contingent redemption (put) rights which trigger mandatory prepayment upon event of default, and defaulted contingent interest upon an event of default.
Due to these embedded features, the Company elected to account for the Boot Capital Note at fair value pursuant to ASC 825. For further discussion of fair value, see Note 7 Fair Value Measurements.
F-41
Boot Capital Convertible Notes
The following table presents the Private Placement Convertible Notes as of December 31, 2025:
|
|
|
|
|
Boot Capital |
|
|
|
Balance at December 31, 2024 |
|
$ |
|
|
|
|
Issuance of convertible notes |
|
|
100,000 |
|
|
|
Loss on debt issuance |
|
|
12,611 |
|
|
|
Repayments in cash |
|
|
|
|
|
|
Change in fair value |
|
|
3,225 |
|
|
|
Conversions |
|
|
|
|
|
|
Balance at December 31, 2025 |
|
$ |
115,836 |
|
|
|
|
|
|
|
|
|
Outstanding principal balance as of December 31, 2025 |
|
$ |
115,000 |
|
|
|
Accrued interest as of December 31, 2025 |
|
$ |
1,670 |
|
|
13. Warrant Liabilities
Public Warrants
The Company assumed Public Warrants in the Merger, exercisable into 23,000 shares of Common Stock of the Company, and which remained outstanding as of December 31, 2025. The Public Warrants have an exercise price of $5,750 per share, subject to adjustments, and will expire five years from the Merger Closing Date (in December 2028). The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.
The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Companys satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable and the Company will not be obligated to issue a share of Class A Common Stock upon exercise of a Public Warrant unless the shares of Class A Common Stock issuable upon such Public Warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of the registered holder of the Public Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrant. The Resale Registration statement went effective on February 14, 2024 (Registration No. 333-276307) and since it was declared effective within the contractual 60-day term upon closing of the Merger, no "cashless basis" exercises were triggered during 2024.
Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $9,000
Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:
in whole and not in part;
at a price of $5.00 per Warrant;
upon a minimum of 30 days' prior written notice of redemption (the "30-day redemption period"); and
if, and only if, the closing price per share of Class A Common Stock equals or exceeds $9,000 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading WarrantsPublic Stockholder WarrantsAnti-dilution Adjustments in the Resale Registration Statement) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of shares of Class A Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
F-42
The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price per share of Class A Common Stock may fall below the $9,000 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading WarrantsPublic Stockholder WarrantsAnti-dilution Adjustments in the Resale Registration Statement as well as the $5,750 (for whole shares) Public Warrant exercise price after the redemption notice is issued.
No fractional shares of Class A Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder.
GEM Financing Arrangement
In association with the GEM Letter, see Note 12 Debt for further details, at Closing, the GEM Warrant automatically became an obligation of the Company, and on December 15, 2023, the Company issued the GEM Warrant granting GEM the right to purchase 1,657 shares at an exercise price of $3,245 per share. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of Common Stock, or securities convertible into or exercisable or exchange for, shares of Common Stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such Common Stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Companys stockholders and the GEM Warrants will expire upon payment. Upon the closing of the OpenReel Merger, the exercise price of the GEM Warrants were adjusted to the price equal to 105% of the consideration per share paid which resulted in a strike price of $18.30. The effect of the change in strike price feature being triggered resulted in a change of value of approximately $15,000 which is recorded in the statement of operations line change in fair value of warrant liability.
If the per share market value of one share of Class A Common Stock is greater than the then-current exercise price, then GEM will have the option to exercise the GEM Warrant on a cashless basis and receive a number of shares of Class A Common Stock equal to (x) the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, less (y) the product of the then-current exercise price and the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, divided by the per share market value of one share of Class A Common Stock.
The GEM Warrant may not be exercised if such exercise would result in the beneficial ownership of the holder and its affiliates in excess of 9.99% of the then-issued and outstanding shares of Common Stock.
Private Placement Offering Warrants
In association with the Private Placement Convertible Notes, see Note 12 Debt for further details, at Closing, the Company issued Private Placement Warrants. Holders of the Private Placement Warrants may exercise the Private Placement Warrants at any time and from time to time until the three years from the date of issuance for the June issuance and five years from the date of issuance for the August issuance. The terms of the Private Placement Warrants provide that the exercise price of the Private Placement Warrants, and the number of shares of Class A Common Stock for which the Private Placement Warrants may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations, and reclassifications. Additionally, the Private Placement Warrants contain anti-dilution and change in option price or rate of conversion price ("Variable Price") provisions that provide that if the Company issues shares of Common Stock, or securities convertible into or exercisable or exchange for, shares of Common Stock after the Private Placement Offering, at a price per share that varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, then the Holders of Private Placement Warrants have the right, but not the obligation, at their sole discretion, to elect to substitute the Variable Price for the Exercise Price upon exercise of the Private Placement Warrants. For further discussion of the accounting treatment and fair value of the Private Placement Warrants, see Note 7 Fair Value Measurements.
F-43
14. Commitments and Contingencies
Leases
The Company has an operating lease for its office space. The lease agreement does not provide an implicit borrowing rate therefore the Company used a benchmark approach to derive an appropriate incremental borrowing rate to discount remaining lease payments.
Leases with an initial term of twelve months or less are not recorded on the balance sheet. There are no material residual guarantees associated with the Companys lease nor are there significant restrictions or covenants. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. The Company has not entered into any lease arrangements with related parties.
The Companys existing lease contains an escalation clause and a renewal option. The Company is not reasonably certain that the renewal option will be exercised upon expiration of the initial terms of its existing lease.
The Company entered into a sublease which it has identified as an operating lease prior to the adoption of FASB ASC 842, Leases. The Company remains the primary obligor to the head lease lessor, making rental payments directly to the lessor and separately billing the sublessee. The sublease is subordinate to the master lease, and the sublessee must comply with all applicable terms of the master lease. The Company subleased the real estate to a third-party at a monthly rental payment amount that was less than the monthly cost that it pays on the headlease with the lessor. The sublease expired at the end of September 2024.
The components of lease expense for the years ended December 31, 2025 and 2024, are as follows:
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
Components of lease expense: |
|
2025 |
|
|
2024 |
|
|
|
Operating lease expense |
|
$ |
30,000 |
|
|
$ |
145,674 |
|
|
|
Sublease income |
|
|
|
|
|
|
(117,084 |
) |
|
|
Total lease (income) expense |
|
$ |
30,000 |
|
|
$ |
28,590 |
|
|
Supplemental cash flow information related to leases are as follows:
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
Supplemental cash flow information: |
|
2025 |
|
|
2024 |
|
|
|
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
Non-cash lease expense (operating cash flow) |
|
$ |
24,011 |
|
|
$ |
137,717 |
|
|
|
Change in lease liabilities (operating cash flow) |
|
|
(23,280 |
) |
|
|
(237,607 |
) |
|
|
Right of use assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
|
|
Operating leases |
|
$ |
7,319 |
|
|
$ |
76,269 |
|
|
Supplemental balance sheet information related to leases was as follows:
|
|
|
|
|
As of December 31, |
|
|
|
Operating leases: |
|
2025 |
|
|
2024 |
|
|
|
Operating lease right-of-use assets |
|
$ |
55,871 |
|
|
$ |
72,565 |
|
|
|
Operating lease liability, current |
|
|
22,823 |
|
|
|
22,731 |
|
|
|
Operating lease liability, non-current |
|
|
33,922 |
|
|
|
49,974 |
|
|
|
Total operating lease liabilities |
|
$ |
56,745 |
|
|
$ |
72,705 |
|
|
|
|
|
|
|
As of December 31, |
|
|
|
Weighted-average remaining lease term: |
|
2025 |
|
|
2024 |
|
|
|
Operating leases (in years) |
|
|
1.83 |
|
|
|
2.83 |
|
|
|
|
|
Weighted-average discount rate: |
|
2025 |
|
|
2024 |
|
|
|
Operating leases |
|
|
9.40 |
% |
|
|
9.40 |
% |
|
F-44
Future minimum lease payments under non-cancellable lease as of December 31, 2025, are as follows:
|
|
|
Maturities of lease liabilities: |
|
|
|
|
|
Year Ending December 31, |
|
|
|
|
|
2026 |
|
$ |
33,458 |
|
|
|
2027 |
|
|
28,235 |
|
|
|
2028 |
|
|
|
|
|
|
2029 |
|
|
|
|
|
|
2030 and thereafter |
|
|
|
|
|
|
Total undiscounted cash flows |
|
|
61,693 |
|
|
|
Less discounting |
|
|
(4,948 |
) |
|
|
Present value of lease liabilities |
|
$ |
56,745 |
|
|
Investor Relations Consulting Agreement with MZHCI, LLC
On August 26, 2024, the Company entered into an Investor Relations Consulting Agreement (the Consulting Agreement) with MZHCI, LLC, a MZ Group Company (MZHCI), pursuant to which the Company agreed to issue 2,400 restricted shares, partially in exchange for the various investor relations services outlined in the Consulting Agreement. The Company will also pay MZHCI $12,500 per month for their investor relations services with an annual 5% cost of living adjustment. This agreement becomes effective upon the execution of the Consulting Agreement and shall remain effective for a period of six (6) months, unless terminated earlier. The Consulting Agreement shall automatically renew every six (6) months thereafter unless either party delivers to the other sixty (60) days written notice of termination prior to the end of the then-current term. On September 9, 2024, the Company issued 24,000 shares to MZHCI. The shares are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and were issued as restricted stock with an appropriate restrictive legend.
Repayment Plans
During 2024 the Company entered into various agreements (the Settlement Agreements) to reorganize outstanding debt from certain creditors (collectively, the Creditors) into shares of the Companys Class A Common Stock (the Shares) (collectively, the Debt Reorganization). The Shares issued as part of the Debt Reorganization include 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. The details of the various agreements are summarized below.
Repayment Agreement with Perkins Coie LLP
On September 9, 2024, the Company entered into a Repayment Agreement (the Perkins Repayment Agreement) where the Company agreed to issue $1,385,000 worth of shares, which the Company shall register no fewer than 46,000 shares, subject to adjustment, in a registration statement on Form S-1 within 60 days of entering into the Perkins Repayment Agreement, and will use reasonable best efforts to ensure the Registration Statement becomes effective promptly and remains effective until all shares issued under the Perkins Repayment Agreement are sold. The Companys registration statement on Form S-1 was filed with the SEC on October 16, 2024 and became effective on November 6, 2024. As of December 31, 2024, the Company had issued 60,000 shares to Perkins to settle part of the outstanding liability balance. During the year ended December 31, 2025, the Company issued 130,000 shares to Perkins to settle the remaining outstanding liability balance.
Repayment Agreement with Cooley LLP
On September 19, 2024 the Company entered into a Repayment Agreement with Cooley LLP (Cooley) for previously provided legal services (the Cooley Repayment Agreement). Under the Cooley Repayment Agreement, the Companys outstanding fees have been lowered from $1,523,029 to $400,000 (the Cooley Unpaid Fee) in exchange for 11 monthly installments of $36,300, with the first payment to be made on October 1, 2024. If payments are not made in accordance with the Repayment Agreement, Cooley retains the right to seek to collect the entire original outstanding fee balance. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated. The Company made all required payments as of June 30, 2025 and accordingly recognized a gain on settlement of approximately $1.1 million, recognized within gain on extinguishment of liabilities on the consolidated statements of operations for the year ended December 31, 2025.
Settlement Letter with CohnReznick LLP
F-45
On September 19, 2024, the Company entered into a Settlement Letter with CohnReznick LLP (CohnReznick) regarding the Companys unpaid balance totaling $817,400 for services rendered in connection with the 7GC business combination with the Company (the Settlement Letter). Under the Settlement Letter, the Company and CohnReznick agreed to settle the total unpaid balance due, upon CohnReznicks receipt of $450,000 (the Settlement Amount), which will be paid in 15 equal monthly installments of $30,000. In consideration of the Settlement Letter, CohnReznick has agreed to not to pursue collection efforts now or at any time in the future, except as otherwise provided in the Settlement Letter. If payments are not made in accordance with the Settlement Letter, the unpaid portion of the total unpaid balance will immediately become due and payable. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated. The remaining unpaid balance of $577,400 is included in accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2025.
Repayment Agreement with Sidley Austin LLP
On September 19, 2024, the Company entered into a Repayment Agreement with Sidley Austin LLP (Sidley) for previously provided legal services (the Sidley Repayment Agreement). Under the Sidley Repayment Agreement, the Companys outstanding fees have been lowered from $4,815,979 to $1,605,326 (the Sidley Unpaid Fee). Under the Sidley Repayment Agreement, the Company agrees to 12 monthly payments that Sidley applies to the balance of the Sidley Unpaid Fee on a 2 for 1 basis, such that for every one dollar ($1.00) paid by Company, Sidley shall reduce the Sidley Unpaid Fee Amount by an additional two dollars ($2.00). If payments are not made in accordance with the Sidley Repayment Agreement, the shortfall shall accrue interest at a rate of 12% per annum, compounded daily, until such payment is made. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated. The Company made all required payments as of June 30, 2025 and accordingly recognized a gain on settlement of approximately $3.2 million, recognized within gain on extinguishment of liabilities on the consolidated statements of operations for the year ended December 31, 2025.
Repayment Agreement with Donnelley Financial LLC
On September 13, 2024, the Company entered into a Repayment Agreement with Donnelley Financial LLC (Donnelley) for previously provided services (the Donnelley Repayment Agreement). Under the Donnelley Repayment Agreement, the Companys outstanding fees have been lowered from $1,072,148 to $357,025 (the Donnelley Unpaid Fee). The Donnelley Unpaid Fee will be paid in 12 monthly installments, with the first monthly payment of $45,000 due on October 1, 2024; the remaining 11 payments shall each be in the amount of $28,366. Under the Donnelly Repayment Agreement, the original outstanding fee balance shall become immediately due and payable upon the occurrence of certain events, including failure to make a payment of the Donnelly Unpaid Fee when due and failure to pay for any additional services. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated. The remaining unpaid balance of $85,098 is included in accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2025.
Repayment Agreement with Verista Partners, Inc.
On August 26, 2024, the Company entered into a Repayment Agreement with Verista Partners, Inc. aka Winterberry Group, (Verista or Winterberry) for previously provided services (the Verista Repayment Agreement). Under the Verista Repayment Agreement, the Companys outstanding fees are $196,666 (the Verista Unpaid Fee). The Company and Verista have agreed that the Verista Unpaid Fee will be repaid with $66,666 worth of shares of the Company, and $130,000 in 16 equal cash installment payments of $8,125, beginning on October 1, 2024, and on the first day of each month thereafter through January 1, 2026. As of December 31, 2025, the Company had issued 3,000 shares and made aggregate installment payments of $78,437 to Verista. The remaining unpaid balance of $45,785 is included in Accounts Payable on the consolidated balance sheets as of December 31, 2025.
Payment to Act-On
The Company previously announced its entry into an Agreement and Plan of Merger, dated January 22, 2025, with Act-On Software, Inc., a Delaware corporation (Act-On), and Banzai Passage Inc., a Delaware corporation and wholly owned subsidiary of Banzai. Although the Company worked diligently to complete all closing conditions of the Plan of Merger, due to current market conditions, on June 6, 2025, Act-On served Banzai with a notice of termination to terminate the Merger Agreement and any related agreements (collectively, the Transaction Documents). As per the Transaction Documents, within five calendar days, the Company was required to pay certain termination fees including $500,000 in liquidated damages to cover certain transaction expenses that Act-On incurred in connection with the merger contemplated by the Merger Agreement and $882,030 in additional interest and extension fees associated with one of Act-Ons outstanding debts that the Company had intended to payoff in connection with the merger contemplated by the Merger Agreement. As of December 31, 2025, the Company had paid the total amount owed of approximately $1,382,030 to Act-On.
F-46
Legal Matters
In the regular course of business affairs and operations, the Company is subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. The Company assesses the probability that they may incur a liability in connection with certain of these lawsuits. The Company's assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, the Company does not currently possess sufficient information to determine a range of reasonably possible liability.
15. Equity
The Companys capital stock consists of Class A Common Stock, Class B Common Stock, Preferred Stock and Series FE Preferred Stock. All classes of stock have a par value of $0.0001 per share. The table below sets forth information about the Companys equity, as of December 31, 2025:
|
|
|
|
|
Authorized |
|
|
Issued |
|
|
Outstanding |
|
|
|
Preferred Stock |
|
|
75,000,000 |
|
|
|
|
|
|
|
|
|
|
|
Series FE Preferred Stock |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
|
250,000,000 |
|
|
|
10,315,219 |
|
|
|
10,315,219 |
|
|
|
Class B Common Stock |
|
|
25,000,000 |
|
|
|
231,114 |
|
|
|
231,114 |
|
|
|
Total |
|
|
350,000,001 |
|
|
|
10,546,333 |
|
|
|
10,546,333 |
|
|
Class A and B Common Stock
The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon. The holders of shares of Common Stock shall be entitled to receive dividends declared by the Board of Directors ("Board"), on a pro rata basis based on the number of shares of Common Stock held by each such holder, assuming conversion of all Class B Common Stock into Class A Common Stock at a one to one conversion ratio.
Preferred Stock
The Board has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions, and voting rights of those shares.
Series FE Preferred Stock
In connection with and as a condition to closing under the Merger Agreement during 2024, on the Closing Date, the Company issued one (1) share of series FE preferred stock (the Series FE Preferred Stock), to one of the OpenReel Stockholders, FE IV OR Aggregator, LLC. The Series FE Preferred Stock has a two (2) year term and from the issue date to the second anniversary of the issue date, the holder is granted the right upon a subsequent financing resulting in the issuance of new securities by the Company, to participate on a pro-rata basis in such subsequent financing up to the holder's fully-diluted ownership percentage of the Company. Upon the two-year anniversary of the issue date of the Series FE Preferred Stock, the Series FE Preferred Stock will automatically be canceled and return to the status of authorized but unissued. The Series FE Preferred Stock does not participate in dividends of the Company, is not convertible into any other class of equity securities of the Company, has no voting rights with the Common Stock or other equity securities of the Company, and is not redeemable.
Yorkville Standby Equity Purchase Agreement ("SEPA")
On December14, 2023, the Company entered into the SEPA with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (Yorkville) in connection with the Merger. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to up to $100,000,000 of the Companys shares of Class A common stock, par value $0.0001 per share, at the Companys request any time during the commitment period commencing on December 14, 2023 and terminating on the 36-month anniversary of the SEPA (the SEPA Option).
Each advance (each, an Advance) the Company requests under the SEPA (notice of such request, an Advance Notice) may be for a number of shares of Class A common stock up to the greater of (i) 10,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of the Class A common stock during the five trading days immediately prior to the date the Company requests each Advance; provided, in no event shall the number of shares of Class A common stock issued cause the aggregate shares of Class A
F-47
common stock held by Yorkville and its affiliates as of any such date to exceed 9.99% of the total number of shares of Class A common stock outstanding as of the date of the Advance Notice (less any such shares held by Yorkville and its affiliates as of such date) (the Exchange Cap). The shares would be purchased, at the Companys election, at a purchase price equal to either:
(i)
95% of the average daily Volume Weighted Average Price (VWAP) of the Class A Common Stock on the Nasdaq Stock Market (Nasdaq), subject to certain conditions per the SEPA (the Option 1 Pricing Period; or
(ii)
96% of the lowest daily VWAP of the Class A Common Stock during the three trading days commencing on the Advance Notice date, subject to certain conditions per the SEPA (the Option 2 Pricing Period).
Any purchase under an Advance would be subject to certain limitations, including that Yorkville shall not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 9.99% of the then outstanding voting power or number of shares of Class A common stock or any shares that, aggregated with shares issued under all other earlier Advances, would exceed 19.99% of all shares of Class A common stock and Class B common stock of the Company, par value $0.0001 per share, outstanding on the date of the SEPA, unless Company shareholder approval was obtained allowing for issuances in excess of such amount.
The SEPA Option was determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument or to be recognized within equity. Pursuant to ASC 815, the Company will therefore recognize the SEPA Option as an asset or liability, measured at fair value at the date of issuance, December 14, 2023, and in subsequent reporting periods, with changes in fair value recognized in earnings.
In connection with the execution of the SEPA, the Company agreed to pay a commitment fee of $500,000 to Yorkville at the earlier of (i) March 14, 2024 or (ii) the termination of the SEPA, which will be payable, at the option of the Company, in cash or shares of Class A common stock through an Advance (the Deferred Fee). In March 2024 the Company issued 1,420 Class A common stock as payment for the Deferred Fee.
Pursuant to the terms of the SEPA, at any time that there is a balance outstanding under the Yorkville Promissory Notes or Yorkville Note, Yorkville has the right to receive shares to pay down the principal balance, and may select the timing and delivery of such shares (via an Investor Notice), in an amount up to the outstanding principal balance on the Yorkville Promissory Notes at a purchase price equal to the lower of (i) $5,000 per share of Class A common stock (the Fixed Price), or (ii) 90% of the lowest daily Volume Weighted Average Price (VWAP) of the Class A common stock on Nasdaq during the 10 consecutive Trading Days immediately preceding the Investor Notice date or other date of determination (the Variable Price). The Variable Price shall not be lower than $1,000 per share (the Floor Price). The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. Notwithstanding the foregoing, the Company may reduce the Floor Price to any amount via written notice to Yorkville, provided that such amount is no more than 75% of the closing price on the Trading Day immediately prior to the time of such reduction and no greater than $1,000 per share of Class A common stock (the Conversion Price). At any time that there is a balance outstanding under the Yorkville Promissory Notes, the Company is not permitted to issue Advance Notices under the SEPA unless an Amortization Event has occurred under the terms of the Yorkville Promissory Notes agreement.
During the year ended December 31, 2025, the Company issued Advance Notices to Yorkville pursuant to the SEPA requesting the purchase of shares of the Companys Class A common stock. The Company elected to issue Advance Notices subject to both the Option 1 Pricing Period (the Option 1 Advances) and the Option 2 Pricing Period (the Option 2 Advances).
During the year ended December 31, 2025 the Company requested the purchase of a total of 1,266,001 shares of the Companys Class A common stock in connection with the Option 1 Advances, which Yorkville purchased for a total purchase price of approximately $6,473,887. The Company recognized a loss of approximately $340,850 on the sales, which represents the difference between the fair value of the shares issued and the proceeds received from the sales.
During the year ended December 31, 2025 the Company requested the purchase of a total of 1,616,000 shares of the Companys Class A common stock in connection the Option 2 Advances. The issuance of the Advance Notices subject to the Option 2 Pricing Period represents the creation of forward share sales contracts, which were determined to meet the definition of a derivative pursuant to ASC 815. As such, upon issuance of the Advance Notices for the Option 2 Advances, the Company recognized derivative liabilities totaling approximately $467,656 in the aggregate, the fair values of which represented the intrinsic value of the requested number of shares of Class A common stock on the Advance Notice dates. The Company recognized a loss of approximately $467,656 during the year ended December 31, 2025 representing the change in fair value of the derivative liabilities during the period from the Advance Notice dates and the settlement dates of the Option 2 Advances. Upon settlement of the Option 2 Advances, the Company sold an aggregate of 1,616,000 shares of the Companys Class A common stock to Yorkville for total proceeds of approximately $11,222,588.
Additionally, during the year ended December 31, 2025, the Company settled one Advance Notice subject to the Option 2 Pricing Period issued on December 30, 2024, and accordingly sold 30,489 of the Companys Class A common stock to Yorkville for proceeds of
F-48
approximately $48,000.
Shares Issued under ATM Agreement
On August 27, 2025, the Company entered into an At The Market Offering Agreement (the ATM Agreement) with H.C. Wainwright & Co., LLC, as sales agent (Wainwright), to sell its shares of Class A Common Stock, par value $0.0001 per share, from time to time, in an at the market offering program through Wainwright, with certain limitations on the amount of Class A Common Stock that may be offered and sold thereunder. The sales of the Shares made under the ATM Agreement ("the ATM Shares") will be made by any method permitted by law deemed to be an at the market offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Companys Class A Common Stock, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.
Offers and sales of the ATM shares by the Company will be made through a prospectus supplement, dated August 27, 2025 and an accompanying base prospectus, dated August 8, 2025 (the ATM Prospectus Supplement), which ATM Prospectus Supplement forms a part of the Companys shelf registration statement on Form S-3 (File 333-288908), as amended, initially filed with the SEC on July 23, 2025 (the Registration Statement) and declared effective by the SEC on August 8, 2025. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is approximately $8.2 million as of December 5, 2025, which is based on the limitations of General Instruction I.B.6 of Form S-3.
Pursuant to the ATM Agreement, the Company will set the parameters for the sale of the ATM Shares, including the number of ATM Shares to be issued, the time period during which sales are requested to be made, limitation on the number of ATM Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Upon delivery of a placement notice and subject to the terms and conditions of the ATM Agreement, the Manager will use its commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of Nasdaq, to sell the ATM Shares from time to time based upon the Companys instructions. The Company has no obligation to sell any the ATM Shares under the ATM Agreement and may at any time suspend solicitation and offers under the ATM Agreement. The Manager is not obligated to purchase any ATM Shares on a principal basis pursuant to the ATM Agreement.
The ATM Agreement provides that the Company will pay the Manager commissions for its services for acting as agent in the sale of the ATM Shares. The Manager will be entitled to compensation at a fixed commission rate equal to up to 3.0% of the gross proceeds from the sale of the ATM Shares. The Company has agreed to provide the Manager and certain affiliates of the Manager with customary indemnification and contribution rights, including for liabilities under the Securities Act. Pursuant to the ATM Agreement terms, the Company has agreed to reimburse Wainwright for the reasonable fees and expenses of its legal counsel not to exceed $100,000 (excluding any periodic due diligence fees) incurred in connection with entering into the transactions contemplated by the ATM Agreement and has agreed to reimburse Wainwright up to a maximum of $5,000 per Representation Date (as defined in the ATM Agreement) in connection with a new Registration Statement or the filing of the Companys Annual Report on Form 10-K and $2,500 in connection with each other Representation Date, plus any incidental expense incurred by the Manager in connection therewith.
The ATM Agreement contains customary representations and warranties and conditions regarding the placements of the Shares pursuant thereto, obligations to sell Shares under the ATM Agreement are subject to satisfaction of certain conditions, including the effectiveness of the Registration Statement.
The ATM and the ATM Prospectus Supplement will terminate upon the earlier of (i) the sale of the Maximum Amount (as defined in the ATM Agreement) of Shares pursuant to the ATM Agreement, or (b) the termination of the ATM Agreement by us or the Manager as permitted therein.
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.
During the year ended December 31, 2025, the Company issued 1,816,387 shares under the ATM Agreement for net proceeds of approximately $3,429,257.
Shares Issued to Hudson
On January 3, 2025, the Company issued 15,000 restricted shares of its Common Stock, with a determined fair value of $232,500, partially in exchange for the business advisory services outlined in the consulting agreement with Hudson Global Ventures, LLC, a Nevada limited liability company ("Hudson"). On April 25, 2025, July 1, 2025 and September 3, 2025, the Company issued 40,000,
F-49
23,600, and 52,000, respectively, restricted shares of its Class A Common Stock to Hudson, in exchange for certain business advisory services as outlined in a consulting agreement with Hudson, executed on April 1, 2025.
Shares Issued to Verista
On August 26, 2024, the Company issued 3,000 shares of its Common Stock, with a determined fair value of $49,800, in partial settlement of amounts owing to Verista. Refer to Note 14 Commitments and Contingencies for further detail.
Shares Issued for RSU
During the year ended December 31, 2025, 200,954 RSUs vested into shares of Class A Common Stock of the Company.
Shares Issued for Vidello Acquisition
As disclosed above, on January 31, 2025, the Company closed a previously announced merger with Vidello. As part of the consideration paid to the Vidello Shareholders, the Company issued 89,820 shares of Class A Common Stock, with a determined fair value of $1,661,677. Refer to Note 4 Acquisitions for further detail.
Shares Issued for 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 by CP BF of exercise of four (4) pre-funded warrants under the CP BF Pre-Funded Warrant. See Note 13 Warrant Liabilities.
On April 21, 2025, the Company issued 104,882 shares of Class A Common Stock to Alco, resulting from the exercise by Alco of pre-funded warrants purchased during September 2024.
On November 26., 2025, the Company issued 1,176,628 shares of Class A Common Stock to FE IV Aggregator, resulting from the exercise by FE IV Aggregator of Pre-Funded Warrants held by FE Aggregator as part of the OpenReel Merger Consideration.
Shares Issued for private placement
In May 2025, the Company entered into a private placement agreement with certain investors to sell 31,885 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.
16. Stock-Based Compensation
During 2023, the Company adopted the 2023 Employee Stock Purchase Plan (the "ESPP"). The ESPP permits eligible employees of the Company and certain designated companies as determined by the Board, to purchase shares of the Company's Common Stock. The aggregate number of shares of common stock that may be purchased pursuant to the Purchase Plan automatically increases on January 1 of each year ending on January 1, 2033, in an amount equal to the lesser of one percent (1%) of the total number of shares of the fully diluted common stock (as defined in the ESPP) determined as of December 31 of the preceding year, or a number of shares of common stock equal to two hundred percent (200%) of the initial share reserve of 1,144.
During 2023, the Company adopted the 2023 Equity Incentive Plan (the EIP). The EIP permits the granting of incentive stock options, nonstatutory stock options, SARs, restricted stock awards, RSU awards, performance awards, and other awards. to employees, directors, and consultants. The aggregate number of shares of common stock that may be issued under the EIP automatically increases on January 1 of each year ending on January 1, 2033, in an amount equal to 5% of the total number of shares of the fully diluted common stock determined as of December 31 of the preceding year.
The Company accounts for stock-based payments pursuant to FASB ASC 718, Stock Compensation and, accordingly, the Company records compensation expense for stock-based awards based upon an assessment of the grant date fair value for options using the Black-Scholes option pricing model. The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics were selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the share-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies shares during the equivalent periods of the calculated expected term of its share-based awards. The risk-free interest rate is determined by reference to the U.S.
F-50
Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
The following table summarizes assumptions used to compute the fair value of options granted:
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
2025 |
|
2024 |
|
|
Stock price |
|
N/A |
|
$146- 305 |
|
|
Exercise price |
|
N/A |
|
$146- 2,500 |
|
|
Expected volatility |
|
N/A |
|
61.00- 62.12% |
|
|
Expected term (in years) |
|
N/A |
|
5.61- 6.08 |
|
|
Risk-free interest rate |
|
N/A |
|
4.20- 4.45% |
|
A summary of stock option activity under the Plan is as follows:
|
|
|
|
|
Shares Underlying Options |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term (in years) |
|
|
Intrinsic Value |
|
|
|
Outstanding at December 31, 2024 |
|
|
2,566 |
|
|
$ |
1,618.30 |
|
|
|
8.52 |
|
|
$ |
|
|
|
|
Granted |
|
|
10,058 |
|
|
|
210.45 |
|
|
|
|
|
|
|
|
|
|
|
Expired |
|
|
(28 |
) |
|
|
2,479.66 |
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(43 |
) |
|
|
1,700.47 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2025 |
|
|
12,553 |
|
|
$ |
343.74 |
|
|
|
8.64 |
|
|
|
|
|
|
|
Exercisable at December 31, 2025 |
|
|
3,913 |
|
|
$ |
610.35 |
|
|
|
8.15 |
|
|
$ |
|
|
|
In connection with issuances under the Plan, the Company recorded stock-based compensation expense related to stock options of $107,683 and $130,997, which is included in general and administrative expense for the years ended December 31, 2025 and 2024, respectively. The weighted-average grant-date fair value per option granted during the years ended December 31, 2025 and 2024 was $12 and $85, respectively. As of December 31, 2025 and 2024, $261,467 and $212,936 of unrecognized compensation expense related to non-vested awards is expected to be recognized over the weighted average period of 8.87 and 9.25 years, respectively. The aggregate intrinsic value is calculated as the difference between the fair value of the Companys stock price and the exercise price of the options.
RSUs
During the year ended December 31, 2024, the Company began issuing RSUs to employees and to non-employee directors. Each RSU entitles the recipient to one share of Class A Common Stock upon vesting. The Company measures the fair value of RSUs using the stock price on the date of grant. Stock-based compensation expense for employee-granted RSUs is recorded ratably over their vesting period of (a) four years - 25% of the RSUs will vest on each anniversary, or (b) one year - 25% will vest quarterly, or (c) one year 100% will vest on the first anniversary of the vesting commencement date until the RSU is fully vested. Stock-based compensation expense for non-employee director-granted RSUs is recorded ratably over their vesting period which is the earlier to occur of the one (1) year anniversary of the respective grant date, or the next annual meeting of stockholders following the respective grant date.
A summary of the activity with respect to, and status of, RSUs during the year ended December 31, 2025 is presented below:
|
|
|
|
|
Units |
|
|
Weighted Average Grant Date Fair Value |
|
|
|
Outstanding at December 31, 2024 |
|
|
34,078 |
|
|
$ |
17.40 |
|
|
|
Granted |
|
|
595,529 |
|
|
|
7.03 |
|
|
|
Vested |
|
|
(200,954 |
) |
|
|
11.91 |
|
|
|
Forfeited |
|
|
(14,751 |
) |
|
|
8.49 |
|
|
|
Outstanding at December 31, 2025 |
|
|
413,902 |
|
|
$ |
7.45 |
|
|
For the year ended December 31, 2025 and December 31, 2024, the Company recorded total stock-based compensation expense related to RSUs of $2,466,707 and $1,034,683, respectively, which is included in general and administrative expense. As of December 31, 2025 and 2024, unrecognized compensation cost related to the grant of RSUs was $2,342,212 and $158,032, respectively. Unvested
F-51
outstanding RSUs as of December 31, 2025 and 2024 had a weighted average remaining vesting period of 2.25 and 1.2 years, respectively.
CEO Award
In November 2025, the Board granted an equity award to the Companys CEO ("CEO Award") that includes a market condition based on specified market capitalization thresholds ranging from $15.0 million to $30.0 million, which result in stock grants ranging from $250 thousand to $750 thousand, up to $2.0 million in the aggregate. The CEO Award is equity-classified and the grant-date fair value was estimated using a Monte Carlo simulation model, using historical volatility as a key input. The Company recognized $104,841 of stock-based compensation expense related to this award for the year ended December 31, 2025.
17. Income Taxes
Components of net loss before income taxes are as follows:
|
|
|
|
|
Year Ended December 31, |
|
|
|
Components of net loss before income taxes: |
|
2025 |
|
|
2024 |
|
|
|
United States |
|
$ |
(22,673,927 |
) |
|
$ |
(31,513,389 |
) |
|
|
Foreign |
|
|
242,469 |
|
|
|
|
|
|
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 for the year ended December 31, 2025 is as follows:
|
|
|
|
|
Amount |
|
|
% of Pretax Income |
|
|
|
US Federal Statutory Tax Rate |
|
$ |
(4,710,559 |
) |
|
|
21.00 |
% |
|
|
State and Local Income Taxes, Net of Federal Income Tax Effect |
|
|
|
|
|
|
0.00 |
% |
|
|
Foreign Tax Effects |
|
|
|
|
|
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
Statutory tax rate difference between United Kingdom and United States |
|
|
9,699 |
|
|
|
-0.04 |
% |
|
|
Effect of Changes in Tax Laws or Rate Enacted in the Current Period |
|
|
|
|
|
|
|
|
Effect of Cross-Border Tax Laws |
|
|
18,900 |
|
|
|
-0.09 |
% |
|
|
Tax Credits |
|
|
|
|
|
|
|
|
R&D Credits |
|
|
(15,243 |
) |
|
|
0.07 |
% |
|
|
Change in valuation allowance |
|
|
3,149,702 |
|
|
|
-14.04 |
% |
|
|
Nontaxable or Nondeductible Items: |
|
|
|
|
|
|
|
|
Change in Fair Value Estimates |
|
|
(602,735 |
) |
|
|
2.76 |
% |
|
|
Loss on Conversion 163(l) |
|
|
1,528,553 |
|
|
|
-6.81 |
% |
|
|
Stock Compensation Adjustments |
|
|
293,474 |
|
|
|
-1.34 |
% |
|
|
Other |
|
|
388,826 |
|
|
|
-1.79 |
% |
|
|
Effective tax rate |
|
$ |
60,617 |
|
|
|
-0.28 |
% |
|
A reconciliation of the statutory U.S. federal income tax rate to the Companys effective tax rate for the period ended December 31, 2024 consists of the following:
|
|
|
Statutory federal income tax benefit |
|
$ |
(6,617,812 |
) |
|
|
21.0 |
% |
|
|
State taxes, net of federal tax benefit |
|
|
(463,682 |
) |
|
|
1.5 |
% |
|
|
Change in valuation allowance |
|
|
2,968,883 |
|
|
|
-9.4 |
% |
|
|
Change in state tax rate |
|
|
16,101 |
|
|
|
-0.1 |
% |
|
|
Change in fair value estimates |
|
|
(107,489 |
) |
|
|
0.3 |
% |
|
|
Non-deductible interest IRC 163(l) |
|
|
516,624 |
|
|
|
-1.6 |
% |
|
|
Non-deductible transaction/restructuring costs |
|
|
|
|
|
|
0.0 |
% |
|
|
Loss on debt conversion and extinguishment |
|
|
2,935,747 |
|
|
|
-9.3 |
% |
|
|
Nondeductible warrant issuance expense |
|
|
|
|
|
|
0.0 |
% |
|
|
Impairment of goodwill |
|
|
612,511 |
|
|
|
-1.9 |
% |
|
|
Other non-deductible expenses |
|
|
139,117 |
|
|
|
-0.5 |
% |
|
|
Effective tax rate |
|
$ |
|
|
|
|
-0.1 |
% |
|
F-52
The components of income tax provision (benefit) are as follows:
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
|
|
|
$ |
|
|
|
|
State |
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
214,398 |
|
|
|
|
|
|
|
Total current |
|
|
214,398 |
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
|
|
|
|
|
|
|
|
State |
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
(153,781 |
) |
|
|
|
|
|
|
Total deferred |
|
|
(153,781 |
) |
|
|
|
|
|
|
Total |
|
$ |
60,617 |
|
|
$ |
|
|
|
The amounts of cash income taxes paid (received) by the Company for the year ended December 31, 2025 were as follows:
|
|
|
Federal |
|
$ |
|
|
|
|
State and local |
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
Income taxes, net of amounts refunded |
|
$ |
|
|
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows:
|
|
|
|
|
As of December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Deferred tax assets (liabilities): |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
15,736,074 |
|
|
$ |
12,347,734 |
|
|
|
Contribution carryforwards |
|
|
8,803 |
|
|
|
23,718 |
|
|
|
Tax credits |
|
|
175,785 |
|
|
|
91,889 |
|
|
|
Stock-based compensation |
|
|
284,981 |
|
|
|
157,165 |
|
|
|
Accrual to cash adjustment |
|
|
|
|
|
|
|
|
|
|
Startup costs and other intangibles |
|
|
1,618,932 |
|
|
|
1,700,257 |
|
|
|
Acquired intangibles |
|
|
(1,953,499 |
) |
|
|
(870,569 |
) |
|
|
Lease liabilities |
|
|
13,030 |
|
|
|
16,339 |
|
|
|
Right-of-use assets |
|
|
(12,830 |
) |
|
|
(16,308 |
) |
|
|
Accrued expenses |
|
|
664,106 |
|
|
|
651,519 |
|
|
|
Capitalized R&D costs (Sec. 174) |
|
|
1,959,520 |
|
|
|
1,930,337 |
|
|
|
Other |
|
|
66,496 |
|
|
|
8,182 |
|
|
|
|
|
|
18,561,398 |
|
|
|
16,040,263 |
|
|
|
Valuation allowance |
|
|
(19,679,073 |
) |
|
|
(16,040,263 |
) |
|
|
Deferred tax assets (liabilities), net of allowance |
|
$ |
(1,170,469 |
) |
|
$ |
|
|
|
As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $65,375,600 and $35,660,700, respectively. As of December 31, 2025 the company has no foreign net operating loss carryforwards. As of December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $50,966,400 and $28,244,800, respectively. Federal losses of $180,000 begin to expire in 2036 and $65,195,600 of the federal losses carryforward indefinitely. State losses of $22,175,100 begin to expire in 2031 and $13,485,600 of the state losses carryforward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.
The Company has determined, based upon available evidence, that it is more likely than not that all of the U.S. net deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance against its U.S. net deferred tax asset. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. During the period, the Company acquired its UK subsidiary, which generated intangible assets for U.S. GAAP, for which the Company has no tax basis in. Additionally, the UK company has historically generated taxable income, and has no positive evidence that would warrant a valuation allowance. As such, the Company has recorded a deferred
F-53
tax liability for its UK subsidiary. Also, none of the GAAP basis of Goodwill recorded in relation to the Vidello, Ltd. acquisition is deductible for tax purposes.
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (OBBBA), which includes several changes to U.S. federal income tax law, including temporary and permanent extension, of expiring provisions of the Tax Cuts and Jobs Act of 2017. Significant provisions for corporate taxpayers include permanent 100% bonus depreciation for qualified property, immediate expensing of domestic R&D expenditures, and changes to the limitation on business interest expense deductions under Section 163(j). None of these provisions have a material impact on the Companys 2025 income tax provision.
The Company has determined that it had no material uncertain tax benefits for the year ended December 31, 2025, and 2024. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in interest expense and penalties in operating expense. No amounts were accrued for the payment of interest and penalties at December 31, 2025, and 2024.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal, state, and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2025, the 2018 and subsequent tax years related to all US jurisdictions remain open.
The Company has no open tax audits with any taxing authority as of December 31, 2025.
18. Segment Reporting
The Company has three reportable operating segments, Banzai Operating Co, Inc., OpenReel, and Vidello. The Companys segments deliver SaaS tools that leverage data, analytics, and AI to provide marketing and sales solutions, including video production and editing, for businesses of all sizes.
Our Chief Executive Officer, who serves as the Company's chief operating decision maker ("CODM"), primarily uses segment revenue, gross profit, and adjusted EBITDA to allocate resources and assess performance. Segment revenue and gross profit are determined on the same basis as consolidated revenue and consolidated gross profit as shown in the Companys consolidated statements of operations. Segment adjusted EBITDA is defined as revenue less the following expenses associated with each segment: cost of revenue, people, marketing and advertising, technology, and other segment expenses. Segment adjusted EBITDA excludes certain non-cash items or items that management does not consider reflective of ongoing core operations. Currently, the CODM does not review assets in evaluating the results of the operating segments, and therefore, such information is not presented.
The table below presents information about segments for the year ended December 31, 2025:
|
|
|
Year ended December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banzai Operating |
|
|
OpenReel |
|
|
Vidello |
|
|
Total Consolidated |
|
|
|
Revenue |
|
$ |
4,426,868 |
|
|
$ |
5,473,389 |
|
|
$ |
2,261,162 |
|
|
$ |
12,161,419 |
|
|
|
Cost of revenue |
|
|
1,476,701 |
|
|
|
310,362 |
|
|
|
401,520 |
|
|
|
2,188,583 |
|
|
|
Gross profit |
|
|
2,950,167 |
|
|
|
5,163,027 |
|
|
|
1,859,642 |
|
|
|
9,972,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
People |
|
|
6,254,527 |
|
|
|
4,545,813 |
|
|
|
393,025 |
|
|
|
11,193,365 |
|
|
|
Marketing and advertising |
|
|
2,160,168 |
|
|
|
155,237 |
|
|
|
558,059 |
|
|
|
2,873,464 |
|
|
|
Technology |
|
|
926,334 |
|
|
|
272,926 |
|
|
|
83,839 |
|
|
|
1,283,099 |
|
|
|
Other segment expenses1 |
|
|
2,223,686 |
|
|
|
535,823 |
|
|
|
198,407 |
|
|
|
2,957,915 |
|
|
|
Total expenses |
|
|
11,564,715 |
|
|
|
5,509,799 |
|
|
|
1,233,330 |
|
|
|
18,307,843 |
|
|
|
Segment Adjusted EBITDA |
|
|
(8,614,548 |
) |
|
|
(346,772 |
) |
|
|
626,312 |
|
|
|
(8,335,007 |
) |
|
|
Transaction, PubCo. Expenses and Stock-based compensation |
|
|
8,819,671 |
|
|
|
71,320 |
|
|
|
88,511 |
|
|
|
8,979,501 |
|
|
|
Adjusted EBITDA |
|
$ |
(17,434,219 |
) |
|
$ |
(418,092 |
) |
|
$ |
537,801 |
|
|
$ |
(17,314,508 |
) |
|
1 Other segment expenses for each reportable segment includes provision for credit losses, foreign currency exchange rate changes, travel and entertainment expenses, professional expenses other than those included in transaction and PubCo expenses, insurance expenses, and expenses related to licenses.
F-54
The table below presents information about segments for the year ended December 31, 2024:
|
|
|
Year ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banzai Operating |
|
|
OpenReel |
|
|
Vidello1 |
|
|
Total Consolidated |
|
|
|
Revenue |
|
$ |
4,305,429 |
|
|
$ |
222,450 |
|
|
$ |
|
|
|
$ |
4,527,879 |
|
|
|
Cost of revenue |
|
|
1,407,564 |
|
|
|
14,978 |
|
|
|
|
|
|
|
1,422,542 |
|
|
|
Gross profit |
|
|
2,897,865 |
|
|
|
207,472 |
|
|
|
|
|
|
|
3,105,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
People |
|
|
6,209,488 |
|
|
|
17,642 |
|
|
|
|
|
|
|
6,227,130 |
|
|
|
Marketing and advertising |
|
|
1,587,085 |
|
|
|
5,020 |
|
|
|
|
|
|
|
1,592,105 |
|
|
|
Technology |
|
|
861,775 |
|
|
|
112,429 |
|
|
|
|
|
|
|
974,204 |
|
|
|
Other segment expenses2 |
|
|
811,519 |
|
|
|
6,856 |
|
|
|
|
|
|
|
818,375 |
|
|
|
Total expenses |
|
|
9,469,867 |
|
|
|
141,947 |
|
|
|
|
|
|
|
9,611,814 |
|
|
|
Segment Adjusted EBITDA |
|
|
(6,572,002 |
) |
|
|
65,525 |
|
|
|
|
|
|
|
(6,506,477 |
) |
|
|
Transaction, PubCo. Expenses and Stock-based compensation |
|
|
6,912,309 |
|
|
|
|
|
|
|
|
|
|
|
6,912,309 |
|
|
|
Adjusted EBITDA |
|
$ |
(13,484,311 |
) |
|
$ |
65,525 |
|
|
$ |
|
|
|
$ |
(13,418,786 |
) |
|
1 The Vidello acquisition occurred on January 31, 2025 (refer to Note 4 Acquisitions and therefore is presented at $0 for comparative purposes.
2 Other segment expenses for each reportable segment includes travel and entertainment expenses, professional expenses other than those included in transaction and PubCo expenses, the SEPA commitment fee expense and deferred fee expense, the GEM warrant expense, and the GEM commitment fee expense.
A reconciliation between EBITDA by reportable segment to consolidated net loss before income taxes for the years ended December 31, 2025, and 2024 is as follows:
|
|
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
EBITDA by segment |
|
|
|
|
|
|
|
|
Banzai Operating Co. |
|
$ |
(17,434,219 |
) |
|
$ |
(13,484,311 |
) |
|
|
OpenReel |
|
|
(418,092 |
) |
|
|
65,525 |
|
|
|
Vidello |
|
|
537,801 |
|
|
|
|
|
|
|
Total |
|
|
(17,314,510 |
) |
|
|
(13,418,786 |
) |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to loss before income taxes: |
|
|
|
|
|
|
|
|
Interest income |
|
|
(2,955 |
) |
|
|
(10 |
) |
|
|
Interest expense |
|
|
- |
|
|
|
- |
|
|
|
Interest expense related party |
|
|
1,156,984 |
|
|
|
3,047,101 |
|
|
|
Depreciation and amortization expense |
|
|
1,150,471 |
|
|
|
24,179 |
|
|
|
Loss on conversion of liabilities |
|
|
- |
|
|
|
11,338,284 |
|
|
|
Gain on extinguishment of liabilities, net |
|
|
(2,085,895 |
) |
|
|
390,801 |
|
|
|
Gain on release of Vidello revenue holdback |
|
|
(973,000 |
) |
|
|
- |
|
|
|
Vidello earnout expense |
|
|
485,720 |
|
|
|
- |
|
|
|
Failed acquisition costs |
|
|
1,382,002 |
|
|
|
- |
|
|
|
Loss on Yorkville SEPA advances |
|
|
974,079 |
|
|
|
- |
|
|
|
GEM settlement fee expense |
|
|
- |
|
|
|
200,000 |
|
|
|
Yorkville prepayment premium expense |
|
|
- |
|
|
|
80,760 |
|
|
|
Loss on debt issuance |
|
|
5,580,835 |
|
|
|
653,208 |
|
|
|
Changes in fair value of financial instruments |
|
|
(3,052,229 |
) |
|
|
(478,288 |
) |
|
|
Goodwill impairment |
|
|
- |
|
|
|
2,725,460 |
|
|
|
Other |
|
|
(726,572 |
) |
|
|
113,108 |
|
|
|
Loss before income taxes |
|
$ |
(21,203,950 |
) |
|
$ |
(31,513,389 |
) |
|
F-55
Disaggregation of Revenue
The following table presents the Company's percentage of revenue generated by SaaS product for the years ended December 31, 2025 and 2024:
|
|
|
|
|
Year Ended December 31, |
|
|
|
Revenue % |
|
2025 |
|
|
2024 |
|
|
|
Reach |
|
|
2.2 |
% |
|
|
3.8 |
% |
|
|
Demio |
|
|
34.2 |
% |
|
|
91.0 |
% |
|
|
OpenReel 1 |
|
|
45.0 |
% |
|
|
5.2 |
% |
|
|
Vidello 2 |
|
|
18.6 |
% |
|
|
|
% |
|
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
For disaggregation of revenue by geographic area, refer to Note 6 Revenue.
19. Subsequent Events
Exchange Agreements
Subsequent to December 31, 2025, on January 27, 2026, February 9, 2026, February 25, 2026, and March 30, 2026, the Company entered into exchange agreements with Agile pursuant to which the Company issued an aggregate of approximately 586,000 shares of its Class A Common Stock in exchange for aggregate reductions of approximately $660,000 in the outstanding balance of the March Agile Note. Following these exchanges, the outstanding balance of the March Agile Note was reduced to approximately $1.3 million.
Vesting of Employee Awards
On March 31, 2026, approximately 684,000 RSUs granted to employees vested into shares of Class A Common Stock. In addition, the Company will issue 376,884 shares of Class B Common Stock to the Companys CEO, of which, approximately 251,256 shares relate to a tranche of the CEO Award vesting upon achieving a market capitalization threshold, and the remaining 125,628 shares relate to the CEO's 2025 bonus payment. See Note 16, Stock-Based Compensation.
Yorkville Advanced Notice Settlements and Conversions
Between January 1, 2026 and March 31, 2026, the Company issued Advance Notices to Yorkville pursuant to the SEPA in which the Company requested the purchase of approximately 635,000 shares of the Company's Class A Common Stock at an aggregate gross value of approximately $700 thousand, and net proceeds of approximately $670 thousand were applied against the outstanding Yorkville Convertible Notes.
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). The Company issued an additional note in the original principal amount of $2,333,333, with an initial conversion price equal to $1.11 per share and issuance date of February 13, 2026 (the February 3i Note," together with the August Note, the October Note, and the Initial Note, are collectively referred to herein as the Notes), and additional warrants to purchase up to 420,000 shares of Common Stock, at an initial exercise price equal to $2.50 per share (the February Warrants," together with the August Warrant, the October Warrants, August 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 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 October Note is subject to a floor price of $0.254.
F-56
1800 Diagonal Issuance
On January 12, 2026 and March 17, 2026, the Company issued the eleventh and twelfth promissory notes (the January 1800 Diagonal Note and "March 1800 Diagonal Note," respectively) for an aggregate principal amount of approximately $296 thousand and $180 thousand, respectively, and received net proceeds of approximately $250 thousand and $157 thousand, respectively, after discount and transaction fees. The notes have maturity dates of October 15, 2026 and December 15, 2026, respectively and bear interest at 14% per annum.
Common Stock Issuances
3i, LP Conversions
Between January 1, 2026 and March 31, 2026, the Buyer exercised its contractual conversion option multiple times under the August 3i Note, the October 3i Note, and the February 3i Note and received an aggregate of approximately 2.9 million shares of Class A Common Stock at conversion prices per share ranging from $0.83 to $1.10 in satisfaction of approximately $2.7 million of the Company's obligations under the respective Notes.
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 476 thousand shares of Class A Common Stock at conversion prices ranging from $0.825 to $0.930 in satisfaction of approximately $392 thousand of the Company's obligations under the respective Notes.
At the Market Offering
Subsequent to December 31, 2025, the Company issued approximately 2.1 million 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 is approximately $1.5 million as of March 31, 2026, which is based on the limitations of General Instruction I.B.6 of Form S-3.
Transaction Announcement
On March 23, 2026, the Company announced that it reached an agreement on terms to acquire assets of ConnectAndSell, Inc. (ConnectandSell), an AI-powered sales enablement platform serving B2B organizations across financial services, healthcare, technology, and other industries. The acquisition is expected to increase Banzais annual revenue by approximately $15 million. The two companies have executed a non-binding letter of intent, and the final transaction is expected to close in early second quarter 2026, subject to execution of a definitive agreement and closing conditions.
F-57