M&A - Banzai International, Inc.

Form Type: 8-K

Filing Date: 2025-03-04

Corporate Action: Merger

Type: Update

Accession Number: 000149315225009079

Filing Summary: On February 28, 2025, Banzai International, Inc. held a special meeting of shareholders where five proposals were voted on, primarily related to a merger with Banzai Reel Acquisition, Inc. and ClearDoc, Inc. Shareholders granted the Board authority to issue more shares of Class A Common Stock exceeding 20% of those currently outstanding, a prerequisite for the merger. The detailed voting results indicated a strong approval for both the Merger Issuance and Private Financing Issuance proposals, allowing the issuance of additional shares in compliance with Nasdaq rules. There was also approval for amendments to corporate governance documents to facilitate shareholder actions and an increase in the number of shares available for the company's equity incentive plan from 102,319 to 10,000,000. The filing discloses relevant corporate governance changes tied to the pending merger with OpenReel.

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Form Type: 8-K/A

Filing Date: 2025-03-03

Corporate Action: Merger

Type: Update

Accession Number: 000149315225008763

Filing Summary: On December 18, 2024, Banzai International, Inc. completed a merger with ClearDoc, Inc. (doing business as OpenReel) as per the Agreement and Plan of Merger dated December 10, 2024. Banzai's wholly-owned subsidiary, Banzai Reel Acquisition, Inc., merged with OpenReel, making OpenReel a direct subsidiary named OpenReel, Inc. This filing is an amendment to the Original Form 8-K to provide financial statements of OpenReel, which were not included in the original report. The amendment retains all other items from the original filing.

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Form Type: PRE 14A

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000149315225005280

Filing Summary: Banzai International, Inc. has filed a Preliminary Proxy Statement for a Special Stockholder Meeting scheduled for February 21, 2025, to discuss several proposals related to a recent merger with OpenReel that took place on December 18, 2024. The proposals include authorizing the issuance of additional shares of Class A common stock to comply with Nasdaq Listing Rule 5635(d) in connection with the merger, approving a securities purchase agreement, amending the company’s Certificate of Incorporation, increasing the shares available for its equity incentive plan, and the possibility of adjournments if necessary. The proxy statement emphasizes the importance of stockholder votes, outlines the voting process, and specifies the rights of different classes of stockholders, particularly regarding voting on items connected to the merger and other significant proposals. The statement urges stockholders to vote by proxy and outlines the consequences if the necessary approvals are not obtained, particularly for the issuance of shares related to the merger.

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Form Type: PRER14A

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000149315225005464

Filing Summary: Banzai International, Inc. is soliciting proxies for a special meeting of stockholders scheduled for February 28, 2025. This meeting will address several proposals related to a merger with ClearDoc, Inc. and its stockholders that occurred on December 10, 2024. Notably, stockholders are asked to approve the issuance of additional shares based on Nasdaq Listing Rule 5635(d). Key proposals include authorizing the issuance of Class A common stock and pre-funded warrants, amending the company’s certificate of incorporation, increasing the number of shares available under the 2023 Equity Incentive Plan, and allowing possible adjournments for further proxy solicitation if necessary. The company emphasizes the importance of stockholder participation in voting through proxies.

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Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225004502

Filing Summary: On January 31, 2025, Banzai International, Inc. completed an acquisition of Vidello Limited, finalizing the previously announced agreement dated December 19, 2024. The shareholders of Vidello transferred their outstanding shares to Banzai, making Vidello a wholly owned subsidiary. Banzai provided cash consideration of $2,745,031, with $2,500,000 held back for indemnification. Additionally, 898,204 shares of Banzai Class A Common Stock were issued to Vidello shareholders. The acquisition is expected to enhance Banzai's stockholders' equity, potentially exceeding Nasdaq's $2.5 million requirement. A lock-up agreement was signed by Vidello shareholders to restrict transfers of shares for 180 days following the acquisition. The closing of this acquisition has satisfied the necessary conditions outlined in the agreement, which included resignations of Vidello's directors and officers, effective upon closing.

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Form Type: CORRESP

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225003934

Filing Summary: Banzai International, Inc. filed a response to comments from the U.S. Securities and Exchange Commission regarding its Preliminary Proxy Statement on Schedule 14A, initially filed on January 2, 2025. The response addresses the approval for the issuance of shares related to the acquisition of OpenReel. The acquisition was completed on December 18, 2024, and the document clarifies that the stockholder approval is not required for the Merger due to compliance with Delaware law and Nasdaq rules. The Proposal No. 1 seeks stockholder approval for additional share issuance tied to Pre-Funded Warrants but emphasizes that this does not involve the approval of the already consummated Merger. Key discussions include the distinction between necessary approvals for the share issuance and the completed acquisition, maintaining that stockholder votes will not affect the acquirer's obligations under the pre-existing merger agreement.

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Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000149315225003319

Filing Summary: On January 22, 2025, Banzai International, Inc. entered into an Agreement and Plan of Merger with Act-On Software Inc. and its wholly owned subsidiary, Banzai Passage Inc. (Merger Sub). The transaction involves Act-On merging into Merger Sub, making Act-On a wholly owned subsidiary of Banzai. The merger is expected to be a tax-free reorganization under the Internal Revenue Code. The total approximate merger consideration is $35,050,000, payable in cash and shares of Banzai's Class A common stock, with adjustments based on working capital at Closing. Specific ownership limitations regarding the issuance of shares apply, and preferred Warrants will accompany some share issuances. Following the merger, Banzai will hold a special stockholder meeting for stockholder approval. Notably, CEO Joseph P. Davy, holding approximately 78.55% voting power, has committed to vote in favor of the merger. The agreement includes provisions for a stockholder registration rights agreement and a share consideration escrow agreement for potential indemnification holdbacks. A joint press release was issued on the day of this filing, announcing the merger agreement.

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Form Type: PRE 14A

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000149315225000063

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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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