$PARA · Banzai International, Inc.

Banzai International filed an 8-K/A amending its September 11, 2026 initial 8-K to disclose revised terms of a Securities Purchase Agreement with Evergreen Capital Management LLC. The original deal involved a convertible promissory note with an initial principal of $2,142,857.14 (up to $3,571,428.57 aggregate) and Common Warrants for up to 779,221 shares. The amendment sets a $250,000 cross-default threshold, grants Evergreen a 25% participation right in future financings until the later of September 18, 2027 or when Aegis Capital ceases as investment bank, and splits the $500,000 Tranche 2 in

Stock closed at $0.82, down 7.48% in the regular session. After-hours price unavailable. The $250K cross-default threshold and 25% participation right signal tighter lender controls on a micro-cap issuer, which may weigh on sentiment.

The low $250K cross-default threshold and 25% participation right signal Evergreen is tightening its grip on a cash-constrained micro-cap, raising dilution and control concerns for existing equity.

Micro-cap issuers relying on convertible notes with warrant coverage and placement agent involvement (Aegis Capital) are common in the small-cap financing ecosystem, but the revised terms here — particularly the low cross-default threshold — suggest heightened lender caution.

The $250,000 cross-default threshold creates a low tripwire — any default on obligations above that amount triggers cross-default under the Purchase Agreement. The 25% participation right gives Evergreen significant influence over future capital raises through at least September 2027.