Banzai International (BNZI) Proxy Filing summary

Executive summary

• Revenue for the nine months ended September 30, 2025, was $9.4 million, up 189.7% from the prior year, driven by the acquisitions of OpenReel and Vidello and increased Reach product revenue.

• Net loss for the period was $17.5 million, an improvement from $23.7 million in the prior year, reflecting higher gross profit and gains on extinguishment of liabilities, offset by increased operating and transaction expenses.

• The company completed the acquisitions of OpenReel in December 2024 and Vidello in January 2025, expanding its SaaS product suite and customer base.

• The Act-On Software merger was terminated in June 2025, resulting in a $1.4 million expense for termination and related fees.

• As of September 30, 2025, the company had $0.9 million in cash and a working capital deficit of $23.8 million, with substantial doubt about its ability to continue as a going concern.

Voting matters and shareholder proposals

• No new shareholder proposals or voting matters were presented in this quarter; prior proxy matters included director elections and auditor ratification.

Board of directors and corporate governance

• The board consists of five members, with Joseph Davy as CEO and Chairman.

• The board is divided into three classes with staggered terms; a majority of directors are independent.

• Three standing committees: Audit, Compensation, and Nominating/Corporate Governance, each with independent directors.

• The company continues to address material weaknesses in internal controls, particularly after the Vidello acquisition.