$PARAW

Banzai International, Inc.

CIK:0001826011|SEC Filings

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Revenue	$ 2,273	$ 3,127	$ 4,969	$ 6,506
Cost of revenue	450	554	971	1,160
Gross profit	1,823	2,573	3,998	5,346
Operating expenses:
General and administrative expenses	5,906	7,113	13,556	14,546
Depreciation and amortization expense	303	300	608	547
Total operating expenses	6,209	7,413	14,164	15,093
Operating loss	(4,386)	(4,840)	(10,166)	(9,747)
Other expenses (income):
Interest income	(3)	0	(6)	0
Gain on extinguishment of liabilities, net	(715)	(146)	(715)	(4,489)
Loss on debt issuance	159	169	208	443
Loss on private placement issuance	0	837	1,598	837
Loss on extinguishment of debt, net	52	0	58	1,770
Change in fair value of convertible notes	(179)	79	(551)	238
Loss on Yorkville SEPA advances	199	362	227	747
Other (income) expense, net	224	1,336	774	1,211
Total other expenses, net	660	3,319	3,349	1,982
Loss before income taxes	(5,046)	(8,159)	(13,515)	(11,729)
Income tax expense (benefit)	(81)	(231)	(133)	(157)
Net loss	(4,965)	(7,928)	(13,382)	(11,572)
Net loss attributable to common shareholders	$ (4,965)	$ (7,928)	$ (13,382)	$ (11,572)
Net loss per share attributable to common shareholders
Basic	$ (3.05)	$ (82.58)	$ (11.38)	$ (146.48)
Diluted	$ (3.05)	$ (82.58)	$ (11.38)	$ (146.48)
Weighted average common shares outstanding
Basic	1,627	96	1,176	79
Diluted	1,627	96	1,176	79
Nonrelated Party [Member]
Other expenses (income):
Interest expense	$ 129	$ 0	$ 138	$ 0
Change in fair value of financial instruments	571	126	1,179	266
Related Party [Member]
Other expenses (income):
Interest expense	202	537	396	895
Change in fair value of financial instruments	$ 21	$ 19	$ 43	$ 64

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash Flows from Operating Activities:
Net Income (Loss)	$ (13,382)	$ (11,572)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	608	547
Provision for credit losses on accounts receivable	(35)	50
Non-cash shares issued for consulting expenses	0	633
Discount at issuance on notes carried at fair value	0	578
Amortization of operating lease right-of-use assets	14	11
Stock based compensation expense	2,479	1,093
Gain on extinguishment of liabilities, net	(715)	(4,489)
Loss on debt issuance	208	443
Loss on Private Placement Issuance	1,598	837
Loss on extinguishment of debt, net	58	1,770
Change in fair value of convertible notes, carried at fair value	(551)	238
Changes in operating assets and liabilities:
Accounts receivable	345	77
Prepaid expenses and other current assets	(307)	(114)
Other assets	0	(3)
Accounts payable	(28)	(199)
Deferred revenue	(564)	(151)
Accrued expenses	(207)	162
Operating lease liabilities	(15)	(11)
Earnout liability	(491)	448
Deferred revenue - long-term	7	(2)
Deferred tax liability	(133)	(355)
Net cash used in operating activities	(9,366)	(9,023)
Cash Flows from Investing Activities
Cash paid for acquisition of Vidello, net of cash acquired	0	(2,677)
Net cash used in investing activities	0	(2,677)
Cash Flows from Financing Activities:
Payment of GEM commitment fee promissory note	0	(215)
Proceeds from term notes, net of issuance costs	1,594	4,250
Repayment of term notes	(1,006)	(5,933)
Proceeds from issuance of convertible notes, net of issuance costs	2,121	5,302
Proceeds from issuance of shares to Yorkville under the SEPA	5,505	13,593
Proceeds from shares issued to Verista	0	50
Proceeds from issuance of common stock and pre-funded warrants under private placement	0	330
Proceeds from issuance of common stock and warrants	2,726	0
Net cash provided by financing activities	9,722	12,867
Effect of exchange rate changes on cash and cash equivalents	31	0
Net increase in cash	387	1,167
Cash at beginning of period	259	1,087
Cash at end of period	646	2,254
Non-cash investing and financing activities
Shares issued for Hudson consulting fee	0	633
Consideration transferred for acquisition of Vidello	0	1,662
Assets acquired in acquisition of Vidello	0	8,393
Liabilities assumed in acquisition of Vidello	0	3,986
Shares issued for CP BF Note conversions of debt	567	0
Conversion of private placement convertible notes, carried at fair value	3,963	0
Shares issued for 1800 Diagonal Note conversions of debt	534	0
Nonrelated Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	127	0
Change in fair value of financial instruments	1,179	266
Non-cash investing and financing activities
Shares issued for payment of outstanding debt	1,897	0
Related Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	396	658
Amortization of debt discount and issuance costs - related party	0	(2)
Change in fair value of financial instruments	43	64
Cash Flows from Financing Activities:
Partial repayment of convertible note	0	(870)
Yorkville [Member]
Cash Flows from Financing Activities:
Repayment of convertible notes (Yorkville)	$ (1,218)	$ (3,640)

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash	$ 646	$ 259
Accounts receivable, net of allowance for credit losses of $6 and $41, respectively	399	709
Prepaid expenses and other current assets	752	445
Total current assets	1,797	1,413
Property and equipment, net	0	8
Intangible assets, net	7,434	8,027
Goodwill	21,992	21,992
Operating lease right-of-use assets	42	56
Deferred offering costs	32	122
Other assets	4	4
Total assets	31,301	31,631
Current liabilities:
Accounts payable	2,466	2,494
Accrued expenses and other current liabilities	3,481	4,354
Convertible notes, carried at fair value	484	1,856
Notes payable, carried at fair value	1,489	2,591
Private placement warrant liability	1,699	296
Earnout liability	500	991
Deferred revenue	3,078	3,642
Operating lease liabilities, current	31	23
Total current liabilities	18,014	22,370
Deferred revenue, non-current	101	94
Deferred tax liability	945	1,078
Operating lease liabilities, non-current	11	34
Total liabilities	19,071	23,576
Commitments and contingencies (Note 15)
Stockholders' equity:
Common stock, $0.0001 par value, 275,000,000 (250,000,000 Class A and 25,000,000 Class B) shares authorized and 2,690,579 (2,656,723 Class A and 33,856 Class B) and 527,317 (515,761 Class A and 11,556 Class B) shares issued and outstanding at June 30, 2026 and 2025, respectively	0	0
Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 1 and 1 shares issued and outstanding at June 30, 2026 and 2025, respectively
Additional paid-in capital	126,445	108,912
Accumulated other comprehensive (loss) income	(61)	(85)
Accumulated deficit	(114,154)	(100,772)
Stockholders' equity	12,230	8,055
Total liabilities and stockholders' equity	31,301	31,631
Related Party [Member]
Current assets:
Bifurcated embedded derivative asset	0	9
Current liabilities:
Convertible notes	4,752	4,923
Financial instruments - related party	34	0
Yorkville [Member]
Current liabilities:
Convertible notes	$ 0	$ 1,200