Banzai is Pleased to Announce Effectiveness of its Form S-1 Registration Statement
16 February 2024 - 12:25AM
Banzai International, Inc. (
NASDAQ: BNZI)
(“Banzai” or the “Company”), a leading marketing technology company
that provides essential marketing and sales solutions, today
announced that the Securities and Exchange Commission ("SEC") has
declared the Company's registration statement on Form S-1
(Registration No. 333-276307) effective as of 5:00 PM ET on
February 14, 2024.
The effectiveness of the S-1 brings Banzai one
step closer to accessing capital under the Yorkville Advisors
Standby Equity Purchase Agreement (SEPA), which provides the
Company the option to sell to Yorkville up to $100 million of
Banzai’s shares of Class A common stock. The completion and timing
of any sales under the SEPA will be subject to satisfaction or
waiver of the requirement to repay pre-paid advances issued under
the SEPA, as well as satisfaction of the other terms and conditions
of the agreement, as previously disclosed in Banzai’s Current
Reports on Form 8-K filed with the Securities and Exchange
Commission on December 18, 2023 and February 8, 2024.
Commented Banzai’s Founder and CEO, Joe Davy,
“Financing under the SEPA, once available, will support Banzai’s
ability to execute on our planned acquisitions and make other
critical investments supporting our 2024 Profitable Growth
strategy.”
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
Certain statements included in this press
release are forward-looking statements within the meaning of “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “propose,” “plan,” “project,” “forecast,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” “target,” or
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are
not limited to statements regarding the receipt of proceeds under
the SEPA, the ability to sell shares under the SEPA, the
satisfaction or waiver of terms and conditions included in the
SEPA, the use of any proceeds received under the SEPA, estimates
and forecasts of, financial and performance metrics, projections of
market opportunity and market share, expectations and timing
related to commercial product launches or success, ability to
accelerate Banzai’s go-to-market strategy and capitalize on
commercial opportunities, and the potential success of Banzai’s
go-to-market strategy. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of Banzai’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as,and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or
probability. These forward-looking statements are subject to a
number of risks and uncertainties, including: the failure to
satisfy conditions to the sale of shares, and thus to receive
proceeds, under the SEPA; the failure to raise proceeds necessary
to execute on Banzai’s acquisition plan and growth strategy; the
failure to enter into definitive agreements with, or complete the
acquisition of, proposed acquisition targets; the failure to
maintain Nasdaq listing of Banzai’s securities; changes in domestic
and foreign business, market, financial, political and legal
conditions; uncertainty of the projected financial information with
respect to Banzai; Banzai’s ability to successfully and timely
develop, sell and expand its technology and products, and otherwise
implement its growth strategy; risks relating to Banzai’s
operations and business, including information technology and
cybersecurity risks, loss of customers and deterioration in
relationships between Banzai and its employees; increased
competition; potential disruption of current plans, operations and
infrastructure of Banzai as a result of operating as a new public
company; difficulties managing growth and expanding operations; the
impact of geopolitical, macroeconomic and market conditions; the
ability to successfully select, execute or integrate future
acquisitions into the business, which could result in material
adverse effects to operations and financial conditions; and those
factors discussed in its Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2023, June 30, 2023, and September 30,
2023, the registration statement on Form S-4 (together with all
amendments thereto, the "Registration Statement") initially filed
on August 31, 2023, and the definitive proxy statement / prospectus
contained therein, in each case, under the heading "Risk Factors,"
and other documents of Banzai filed, or to be filed, with the
Securities and Exchange Commission. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. In addition, forward-looking statements
reflect Banzai’s expectations, plans or forecasts of future events
and views as of the date of this press release. Banzai anticipates
that subsequent events and developments will cause Banzai’s
assessments to change. However, while Banzai may elect to update
these forward-looking statements at some point in the future,
Banzai specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Banzai’s assessments as of any date subsequent to the
date of this press release. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
Contacts:
InvestorsRalf EsperGateway
Group949-574-3860bnzi@gateway-grp.com
MediaRaven
CarpenterBLASTmediabanzai@blastmedia.com
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