$PARA · Banzai International, Inc.

Banzai International filed an 8-K disclosing a Securities Purchase Agreement with Evergreen Capital Management LLC for a private placement of a convertible promissory note with an initial principal of $2,142,857 (up to $3,571,428 across three tranches) and Common Warrants for up to 779,221 shares. The Note carries a 30% original issue discount, 10% annual interest, and a 9-month maturity. Initial closing gross proceeds were $1,500,000 before a 10% placement agent fee and other expenses.

Stock at $1.00, essentially flat since filing (-0.11%). The deeply structured terms — 30% OID, 175% out-of-the-money conversion, and aggressive anti-dilution — suggest the market had already priced in distress; the modest move reflects limited surprise.

The 30% OID, 90-day anti-dilution trigger, and forced stockholder vote signal acute capital distress at a micro-cap where traditional financing is unavailable.

This is classic death-spiral financing structure for a micro-cap with a $0 market cap showing on exchange. The 30% OID, forced prepayment from future financings, and ratchet provisions mirror distressed small-cap deals where traditional capital markets are closed.

The 30% OID and 10% coupon on a 9-month note signal severe capital-access constraints. If the Note isn't repaid within 90 days, anti-dilution provisions kick in, potentially resetting the warrant exercise price to a deeply dilutive level. Delisting from Nasdaq for 5+ consecutive trading days is an "