Banzai raises $1.5 million gross in initial convertible-note closing

Banzai International, Inc. (Nasdaq: BNZI) received $1.5 million in gross proceeds at the initial closing of a convertible-note private placement with Evergreen Capital Management LLC under a September 4, 2026 securities purchase agreement. The company disclosed the transaction in a Form 8-K filed September 11. Aegis Capital Corp. acted as exclusive placement agent. The initial proceeds are before placement-agent fees of 10%, investor legal fees and other offering expenses (Form 8-K AccNo 0001493152-26-042422).

CONTEXT: The distinction between cash raised and contractual capacity matters her

The distinction between cash raised and contractual capacity matters here. The $1.5 million is gross funding at the initial closing, not net proceeds available after expenses. The filing does not state net proceeds. Another $1 million is payable in two equal tranches upon specified events; those commitments do not establish that either later tranche has funded.

FACT: The note starts with $2,142,857 in principal and a 30% original issue di

The note starts with $2,142,857 in principal and a 30% original issue discount. It bears interest at 10% annually and matures June 4, 2027, nine months after issuance. Funding each remaining tranche would automatically add $714,285 to outstanding principal and require an additional warrant covering up to 259,740 shares. The agreement provides for aggregate note principal of up to $3,571,428 and additional warrants covering up to 519,480 shares across the two subsequent fundings.

CONTEXT: The original issue discount makes the initial principal obligation large

The original issue discount makes the initial principal obligation larger than the initial cash proceeds. The maximum principal amount is a contractual ceiling tied to subsequent funding mechanics, not evidence that Banzai has received $3.57 million or already issued that amount of debt. The supplied disclosure does not establish an increase beyond the initial principal.

FACT: Evergreen may convert the note into Class A common stock at a fixed $2

Evergreen may convert the note into Class A common stock at a fixed $2.75 per share, subject to specified adjustments. The initial common warrant covers up to 779,221 shares at a $2.75 exercise price, is immediately exercisable and expires on the fifth anniversary of issuance. Cashless exercise is available when there is no effective resale registration statement, and any unexercised portion automatically exercises cashlessly on the termination date.

FACT: Both instruments carry a 4

Both instruments carry a 4.99% beneficial-ownership limit, which may increase to 9.99% on 61 days' notice, and a 19.99% exchange cap measured against shares outstanding immediately before agreement execution until stockholder approval. Banzai must hold a special or annual meeting within 60 calendar days after closing to seek approval for issuance above 20% of outstanding common stock at a deemed discount to the Nasdaq Minimum Price and for voluntary adjustment of the warrant exercise price.

CONTEXT: The $2

The $2.75 prices describe conversion and exercise terms. They do not show that any conversions or exercises have occurred, establish an issued-share count or support a dilution percentage. The disclosure also does not establish that the required stockholder meeting has occurred or that approval has been obtained.

FACT: The note includes substantial repayment protections for the holder

The note includes substantial repayment protections for the holder. Default interest is 18% annually; an event of default automatically increases outstanding principal by 20% and allows the holder to accelerate principal and accrued interest. Voluntary prepayment requires 110% of the outstanding amount and five trading days' notice. Banzai must apply 50% of net cash proceeds from subsequent financing to repayment, except that a qualified public offering with at least $5 million in gross proceeds makes the entire outstanding note amount immediately due.

FACT: Without holder consent, the note also restricts variable-rate securities

Without holder consent, the note also restricts variable-rate securities, common-stock dividends and repurchases, and asset transfers outside the ordinary course. If the note and other amounts due are not paid in full within 90 calendar days of the initial closing, subsequent dilutive issuances can trigger warrant exercise-price adjustments. Directors, executive officers and stockholders holding at least 10% entered 90-day lock-ups, subject to limited exceptions. The private placement relied on Section 4(a)(2) of the Securities Act and Rule 506.

Filing reference

Banzai International, Inc. disclosed the convertible-note private placement in Form 8-K AccNo 0001493152-26-042422 (Items 1.01 and 9.01; Securities Purchase Agreement / Note / Warrant dated September 4, 2026; Filing Date September 11, 2026).