Banzai International, Inc. announced on July 10, 2026, that it has commenced an underwritten public offering of its Class A common stock, aiming for an aggregate offering amount of approximately $1 million. The securities are being offered by Banzai under the "baby shelf" rules applicable to its effective shelf registration statement on Form S-3. The company intends to use the net proceeds from this offering for working capital and other general corporate purposes.

The proposed offering is subject to market and other conditions, and there is no assurance regarding the timing, completion, size, or terms of the offering. Aegis Capital Corp. is acting as the sole book-running manager for the proposed offering.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-288908), which was declared effective by the U.S. Securities and Exchange Commission (SEC) on August 8, 2025. A final prospectus supplement and accompanying prospectus will be filed with the SEC and made available on its website.

Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. The company serves over 150,000 customers, including Amazon, Dell, and Salesforce.

Banzai International has completed its acquisition of ConnectAndSell for $13.2 million, a move that doubles its annual revenue and adds an AI sales acceleration platform to its portfolio. The transaction, effective July 2, 2026, brings ConnectAndSell's FY 2025 revenue of $14.7 million and an 86% gross margin into Banzai's operations. The acquisition strengthens Banzai's position as a provider of integrated marketing and sales technology solutions and creates cross-sell opportunities across the combined customer base.

Under the terms of the Asset Purchase Agreement, the purchase consideration is comprised of $5.5 million in cash, $1.8 million in a one-year seller's note, and $5.9 million in Class A Common Stock and Pre-Funded Warrants priced at approximately $2.98 per share. The purchase price represents less than 1.0x ConnectAndSell's FY 2025 revenue. Banzai expects to recognize financial synergies through cost consolidation by the end of FY 2026, which should contribute to profitability and cash flow in FY 2027.

ConnectAndSell serves approximately 250 B2B organizations, including Intuit, RingCentral, Truckstop, and SAP, across financial services, healthcare, and technology industries. The platform facilitates 4.8 million live customer conversations annually, with an average revenue per customer of approximately $59,000. Customers leveraging the platform generate an estimated $17.8 billion in annual sales pipeline value.

Financial and Strategic Benefits

The acquisition expands Banzai's platform capabilities by adding sales acceleration functionality, broadening its reach across the go-to-market workflow. It enhances Banzai's revenue generation offering by supporting customers from audience engagement and demand generation through sales execution and conversion. The combined entity aims to introduce ConnectAndSell's capabilities to Banzai's existing customer base while expanding Banzai's broader offerings to ConnectAndSell customers.

Transaction Metrics

The majority of ConnectAndSell's 38 team members will join Banzai, bringing their AI experience to the company. Additional details about the transaction will be included in a future Form 8-K to be filed with the Securities and Exchange Commission no later than July 9, 2026.