M&A: Banzai International, Inc.

Form Type: PRE 14A

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000149315225000063

Comments: Banzai International, Inc. (the 'Company') filed a preliminary proxy statement to solicit proxies for a special meeting of stockholders scheduled for February 21, 2025. The meeting will be held virtually, where stockholders are invited to vote on several proposals related to a recent merger. Key proposals include authorizing the issuance of shares of Class A common stock related to a merger with ClearDoc, Inc. (doing business as OpenReel), specifying changes to stockholder consent procedures, amending the Company’s equity incentive plan, and authorizing potential adjournments of the meeting. The merger has already been completed as of December 18, 2024, following a merger agreement dated December 10, 2024, wherein OpenReel became a wholly owned subsidiary of Banzai. Stockholders need to ensure their votes are counted by returning proxy cards before the deadline of February 20, 2025. Approximately 930,558 shares of Class A common stock will be issued to OpenReel stockholders under the merger terms, which will significantly affect share ownership distribution. The board strongly recommends approving all proposals to facilitate corporate actions following the merger.

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Form Type: 8-K

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000149315224050696

Comments: Banzai International, Inc. announced the completion of its merger with ClearDoc, Inc., doing business as OpenReel, on December 18, 2024. This merger was previously announced and finalized on the specified closing date. Banzai International, Inc. is incorporated in Delaware and its common stock and redeemable warrants are traded on The Nasdaq Capital Market under the symbols BNZI and BNZIW, respectively. The registrant is classified as an emerging growth company and has not opted for an extended transition period regarding new financial accounting standards.

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Form Type: 8-K/A

Filing Date: 2024-12-16

Corporate Action: Merger

Type: Update

Accession Number: 000149315224050231

Comments: On December 10, 2024, Banzai International, Inc. entered into a Merger Agreement with ClearDoc, Inc., which operates as OpenReel, and its stockholders. Following the merger, OpenReel will become a wholly-owned subsidiary of Banzai. The Merger Agreement necessitates the issuance of shares to OpenReel stockholders, prompting the investor involved in a previous securities purchase agreement to waive certain protective provisions. This waiver allows the company to lower the exercise price of associated Warrants from $4.00 to $2.50. The initial report on Form 8-K was filed on September 27, 2024, regarding a private placement of warrants and shares with an institutional investor, which closed on September 26, 2024. The combined purchase price for the Pre-Funded Warrants and accompanying Warrants during the private placement was $4.249 per unit. Banzai has committed to restricted share issuances until December 6, 2024, following the issuance of a registration statement on November 6, 2024.

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