Banzai International to repurchase warrants for $1.5 million

Banzai International, Inc. (NASDAQ: PARA) entered into a Repurchase Agreement with an institutional investor on October 20, 2026, committing to buy back specific common stock purchase warrants for $1.5 million in cash. The transaction is contingent on the closing of a public offering, upon which the company will cancel the existing warrants and render them of no further force or effect.

The warrants subject to the repurchase allow the investor to purchase up to 1,662,862 shares of Banzai International's Class A common stock, which carries a par value of $0.0001 per share. These instruments were originally issued under a Securities Purchase Agreement dated June 27, 2025, which also included a senior secured convertible note dated August 12, 2026. The current exercise price for these warrants stands at $1.245 per share.

Under the terms of the new agreement, the investor holds the right to participate in the upcoming public offering for an amount not less than $6 million, or a lesser amount if specified by the company. In exchange for this participation right and the warrant repurchase, the investor agreed to an eighteen-trading-day standstill period regarding the existing note. This standstill period begins on the date of the public filing of the registration statement for the offering.

Additionally, the investor agreed to waive certain provisions found in both the original Securities Purchase Agreement and the existing note. Banzai International is responsible for paying $20,000 of the investor's legal fees associated with the drafting and negotiation of the Repurchase Agreement. The full text of the agreement is filed as Exhibit 10.1 to the company's Current Report on Form 8-K.

The company's Class A common stock trades under the ticker symbol PARA on the Nasdaq Capital Market, while its redeemable warrants trade under PARAW. Each whole warrant is exercisable for one share of Class A common stock at an exercise price of $115,000.00. Joseph Davy, Chief Executive Officer of Banzai International, signed the report on October 21, 2026. The filing states that it does not constitute an offer to sell securities or a solicitation of an offer to buy them.