$PARA · Banzai International, Inc.

Banzai International entered into a Repurchase Agreement on October 20, 2026, with an institutional investor to repurchase and cancel Existing Warrants covering up to 1,662,862 shares for $1.5 million in cash. The repurchase is contingent on closing a public offering in which the same investor has committed to participate for at least $6 million. The investor also agreed to an 18-trading-day standstill on its Existing Note and waived certain provisions in the Securities Purchase Agreement.

PARA is down 2.81% in the regular session to $0.54. The warrant repurchase removes 1.66M shares of overhang at a modest $1.5M cost, but the concurrent $6M+ offering commitment signals near-term dilution risk that may be weighing on the stock.

Banzai is simultaneously retiring one dilutive instrument and launching another with the same investor, making the net shareholder impact dependent on offering terms not yet disclosed.

Micro-cap issuers frequently use warrant repurchases to clean up cap tables ahead of new offerings, but the combination of retiring one dilutive instrument while simultaneously launching another is a capital-structure tradeoff rather than a net reduction in dilution risk.

The Repurchase Agreement is contingent on closing a public offering that has not yet been priced or sized beyond the $6M minimum participation. If the offering fails to close, the warrant repurchase does not occur and the overhang remains.