Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On September 4, 2026, Banzai International, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an accredited investor (the "Purchaser"). Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Purchaser, in a private placement (the "Private Placement"), (i) a convertible promissory note (the "Note") in an initial principal amount of $2,142,857, subject to increase up to $3,571,428 in aggregate principal amount, and (ii) a warrant (the "Common Warrant") to purchase up to 779,221 shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), with additional Common Warrants to purchase up to 519,480 additional shares of Common Stock issuable in connection with subsequent tranche fundings. The Private Placement was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated thereunder. Aegis Capital Corp. (the "Placement Agent") acted as the exclusive placement agent for the Private Placement.

The Purchaser's subscription amount is payable in up to three tranches; $1,500,000 of which was paid upon execution and delivery of the Purchase Agreement (the "Initial Closing") and the remaining $1,000,000 of which shall be due in two equal tranches upon the occurrence of certain specified events.

Upon the funding of the remaining two tranches, the outstanding principal amount of the Note will automatically be increased by $714,285 and $714,285, respectively, and the Company will issue to the Purchaser, in connection with each such tranche funding, an additional Common Warrant to purchase up to 259,740 shares of Common Stock. The gross proceeds to the Company from the Initial Closing were $1,500,000, before deducting placement agent fees of 10%, investor legal fees, and other offering expenses.

The Company is also required to hold a special meeting of stockholders (or present the matter at an annual meeting) no later than sixty (60) calendar days after the closing date to seek stockholder approval to, among other things, issue in excess of twenty percent (20%) of the outstanding shares of Common Stock at a deemed discount to the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)) immediately prior to execution of the Purchase Agreement, and the voluntary adjustment of the exercise price of the Common Warrant.

Convertible Promissory Notes

The Note was issued with an initial principal amount of $2,142,857, an original issue discount of thirty percent (30%), and bears interest at a rate of ten percent (10%) per annum, maturing on June 4, 2027 (nine months from the issuance date). Upon an event of default, interest will accrue at a default rate of eighteen percent (18%) per annum.

The Note is convertible, at the option of the holder, into shares of Common Stock at a fixed conversion price of $2.75 per share (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, and similar events), subject to a beneficial ownership limitation of 4.99% (subject to increase to 9.99% upon sixty-one (61) calendar days' prior notice by the holder) and an exchange cap of 19.99% of the shares of Common Stock outstanding immediately prior to execution of the Purchase Agreement, unless and until stockholder approval is obtained.

Upon an event of default (which includes, among other things, failure to make payments when due, material breaches of representations or covenants, bankruptcy events, delisting of the Common Stock from the Nasdaq Capital Market for more than five (5) consecutive trading days, and the occurrence of a material adverse effect that materially impairs the Company's ability to perform its obligations under the Note), the outstanding principal of the Note will automatically be increased by twenty percent (20%), and the holder may declare the entire principal amount, together with all accrued and unpaid interest, immediately due and payable.

The Company may voluntarily prepay all or any portion of the Note at 110% of the outstanding amount upon five (5) trading days' prior written notice. In addition, upon any subsequent financing (other than a qualified public offering resulting in aggregate gross proceeds of not less than $5,000,000), the Company must apply fifty percent (50%) of the net cash proceeds to prepayment of the Note, and upon consummation of a qualified public offering, the entire outstanding amount of the Note will become immediately due and payable in full.

Without the holder's prior consent, the Note restricts the Company from, among other things, issuing variable-rate securities, declaring or paying dividends on Common Stock, redeeming or repurchasing shares of Common Stock, and transferring assets outside the ordinary course of business.