Banzai Announces $5 Million Private Placement Priced At-The-Market Under Nasdaq Rules
2024年9月25日 - 10:00AM
Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the
“Company”), a leading marketing technology company that provides
essential marketing and sales solutions, today announced that it
has entered into definitive agreements for the issuance and sale of
an aggregate of 1,176,471 shares of Class A common stock (or
pre-funded warrant in lieu thereof), accompanying Series A warrants
to purchase up to 1,176,471 shares of Class A common stock and
accompanying short-term Series B warrants to purchase up to
1,176,471 shares of Class A common stock at a purchase price of
$4.25 per share (or per pre-funded warrant in lieu thereof) and
accompanying warrants in a private placement priced at-the-market
under the rules of the Nasdaq Stock Market. The Series A and the
short-term Series B warrants will have an exercise price of $4.00
per share and will be exercisable immediately upon issuance. The
Series A warrants will expire five years from the issuance date and
the short-term Series B warrants will expire 18 months from the
issuance date. The closing of the offering is expected to occur on
or about September 26, 2024, subject to the satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds from the offering are
expected to be approximately $5 million, prior to deducting
placement agent’s fees and other offering expenses payable by the
Company. Banzai intends to use the net proceeds from the offering
to pay off in full its outstanding credit facility with Yorkville
Advisors and for working capital and other general corporate
purposes.
The securities described above are being offered
in a private placement under Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), and/or Regulation D
promulgated thereunder and, along with the shares of Class A common
stock underlying the warrants, have not been registered under the
Securities Act, or applicable state securities laws. Accordingly,
the warrants and underlying shares of Class A common stock may not
be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws. Pursuant to a registration rights
agreement with investors, the Company has agreed to file a resale
registration statement covering the securities described above.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Banzai
Banzai is a marketing technology company that
provides essential marketing and sales solutions for businesses of
all sizes. On a mission to help their customers achieve their
mission, Banzai enables companies of all sizes to target, engage,
and measure both new and existing customers more effectively.
Banzai customers include Square, Hewlett Packard Enterprise, Thermo
Fisher Scientific, Thinkific, Doodle and ActiveCampaign, among
thousands of others. Learn more at www.banzai.io. For investors,
please visit https://ir.banzai.io.
Forward-Looking Statements
This press release 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 Banzai
International, Inc.’s (the “Company’s”): ability to consummation of
the private placement, the satisfaction of the closing conditions
of the private placement and the use of proceeds therefrom as well
as 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 Company’s 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 Company’s
ability to execute on its strategy. More detailed information about
risk factors can be found in the Company’s Annual Report on Form
10-K and the Company’s 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 of this
press release, except as required by law.
Investor Contacts:Chris
TysonExecutive Vice PresidentMZ Group - MZ North
America949-491-8235BNZI@mzgroup.uswww.mzgroup.us
MediaRachel MeyrowitzDirector,
Demand Generation, Banzairachel.meyrowitz@banzai.io
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