true Amendment No.1 0001826011 0001826011 2024-09-20 2024-09-20 0001826011 BNZI:ClassCommonStockParValue0.0001PerShareMember 2024-09-20 2024-09-20 0001826011 BNZI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member 2024-09-20 2024-09-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 20, 2024 (April 3, 2024)

 

Banzai International, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39826   85-3118980

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

435 Ericksen Ave, Suite 250

Bainbridge Island, Washington

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

 

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

 

 

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

 

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

 

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

 

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

 

Title of each class  

Trading Symbol(s)

  

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share   BNZI   The Nasdaq Global Market
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50  

BNZIW

 

   The Nasdaq Capital Market

 

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

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 8, 2024, Banzai International, Inc. (the “Company”) filed the original Current Report on Form 8K to report that on April 3, 2024, the Company received a letter from the staff at The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the 30 consecutive business days prior to the date of the letter, the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq listing rule 5810(c)(3)(A), the Company had 180 calendar days, or until September 30, 2024 (the “Bid Price Compliance Period”), to regain compliance with such Rule.

 

On September 16, 2024, the Company received a letter from Nasdaq noting that as of September 12, 2024, the Company’s Common Stock had a closing bid price of $0.10 or less for ten consecutive trading days and therefore the Company is subject to provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) and that this serves as an additional basis for delisting, which will be addressed at the hearing before The Nasdaq Hearings Panel that will take place on September 19, 2024.

 

There can be no assurance that the Nasdaq Hearings Panel will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Global Market.

 

Item 9.01. Financial Statements and Exhibits.

 

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

 

 

 

 

SIGNATURE

 

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

 

Dated: September 20, 2024

 

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

 

 

v3.24.3
Cover
Sep. 20, 2024
Document Type 8-K/A
Amendment Flag true
Amendment Description Amendment No.1
Document Period End Date Sep. 20, 2024
Entity File Number 001-39826
Entity Registrant Name Banzai International, Inc.
Entity Central Index Key 0001826011
Entity Tax Identification Number 85-3118980
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 435 Ericksen Ave
Entity Address, Address Line Two Suite 250
Entity Address, City or Town Bainbridge Island
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98110
City Area Code (206)
Local Phone Number 414-1777
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol BNZI
Security Exchange Name NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50  
Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol BNZIW
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