8-K: Banzai International Becomes Parabolic Technologies, Implements Reverse Stock Split

Banzai International, Inc. announced its corporate name change to Parabolic Technologies, Inc. and a 1-for-10 reverse stock split, effective October 27, 2026, to comply with Nasdaq's minimum bid price requirement.

Summary

• Banzai International, Inc. is changing its corporate name to Parabolic Technologies, Inc., effective October 27, 2026.
• The company is also implementing a 1-for-10 reverse stock split for its Class A and Class B Common Stock.
• This reverse stock split is intended to increase the per-share price and maintain compliance with the Nasdaq Minimum Bid Price Requirement.
• Trading under the new name and on a split-adjusted basis will commence on October 27, 2026, with the stock continuing to trade under the symbol 'PARA'.
• The number of outstanding shares will be reduced from approximately 5,061,208 Class A and 149,821 Class B shares to approximately 506,121 Class A and 14,983 Class B shares.
• Fractional shares resulting from the split will be rounded up to the nearest whole share.
• Shareholders will be notified by the transfer agent regarding the exchange of existing stock certificates.
• The company also amended its 2023 Equity Incentive Plan to increase the share reserve and adjust the evergreen provision.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative development due to the reverse stock split aimed at meeting Nasdaq requirements, which can sometimes signal underlying stock price weakness, although the name change is a positive rebranding effort.

Positives

• Corporate rebranding to 'Parabolic Technologies, Inc.' may better reflect the company's focus on AI-powered agentic applications.
• The reverse stock split aims to meet Nasdaq's minimum bid price requirement, potentially improving the stock's perception and avoiding delisting.
• Shareholders approved both the name change and reverse stock split, indicating support for these strategic moves.
• The company has a significant customer base, including large enterprises like Amazon, Dell, and Salesforce.
• The 2023 Equity Incentive Plan was amended to increase the share reserve by 787,425 shares and increase the evergreen provision to 7.5%.

Negatives

• The primary driver for the reverse stock split is to comply with Nasdaq's minimum bid price requirement, which can sometimes indicate underlying stock price weakness.
• There is no guarantee that the reverse stock split will successfully increase the per-share price or maintain Nasdaq compliance.
• No fractional shares will be issued, and any fractional shares will be rounded up, which could slightly dilute ownership for some shareholders if not managed carefully.

Risks

• Failure to maintain the Nasdaq Minimum Bid Price Requirement could lead to delisting.
• The reverse stock split may not achieve its intended effect of increasing the stock price.
• Forward-looking statements are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the company's control.

Future Outlook

The company's Class A Common Stock will continue to trade under the symbol 'PARA' on the Nasdaq Capital Market. The reverse stock split is intended to increase the per share price and maintain compliance with the Nasdaq Minimum Bid Price Requirement, though these outcomes are not guaranteed. The company's press release includes forward-looking statements regarding future financial and business performance, acquisition strategy, market trends, and growth initiatives, subject to inherent uncertainties and risks.

Management Comments

• Banzai International, Inc. (NASDAQ: PARA) (d/b/a Parabolic or the Company), a leading AI-powered agentic applications technology company, today announced that effective at market open on October 27, 2026, the Company's corporate name will officially change to Parabolic Technologies, Inc.
• The Company will also effect a one-for-ten (1-for-10) reverse stock split of its outstanding Class A Common Stock and Class B Common Stock (together, the Common Stock).
• Shareholders approved both the corporate name change and reverse stock split at a special meeting of shareholders that was held on October 16, 2026.
• The reverse stock split is primarily intended to increase the per share price of the Company's Class A Common Stock and maintain compliance with the Nasdaq Minimum Bid Price Requirement, although neither outcome is guaranteed.
• The Company's Class A Common Stock will continue to trade under the symbol 'PARA'.
• Upon the effectiveness of the reverse stock split, every ten shares of issued and outstanding Common Stock before the open of business on October 27, 2026, will be combined into one issued and outstanding share of common stock, with no change in par value per share.
• The Company's Class A Common Stock will open for trading on Nasdaq on October 27, 2026, on a post-split basis but will trade under a new CUSIP Number, 06682J803.
• No fractional shares will be issued as a result of the reverse stock split. Any fractional shares that would result from the reverse stock split will be rounded up to the nearest whole share.
• The reverse stock split will affect all issued and outstanding shares of the Company's Common Stock, as well as the number of shares of Common Stock available for issuance under the Company's stock options and warrants.
• In addition, the reverse stock split will correspondingly increase the respective aggregate exercise prices of our outstanding options and warrants.
• The reverse stock split will affect all holders of Common Stock uniformly and will not alter any shareholder's percentage interest in the Company's Common Stock, except to the extent that the reverse stock split results in some shareholders experiencing an adjustment of a fractional share as described above.
• Shareholders holding share certificates will receive information from Continental Stock Transfer & Trust Company, the Company's transfer agent, regarding the process for exchanging their existing stock certificates representing pre-split shares; shareholders need not take any action with respect to the Name Change.
• Shareholders with questions may contact our transfer agent by calling 800-509-5586.

Industry Context

StockSavvy.ai notes that the name change to Parabolic Technologies, Inc. aligns with the growing trend of companies emphasizing AI and advanced technologies in their branding. The reverse stock split is a common tactic for companies seeking to regain compliance with exchange listing requirements, often employed when a stock price has fallen significantly.

Corporate Governance

Stakeholder Impact

• Shareholders: The reverse stock split will reduce the number of shares held but will not alter percentage ownership, except for fractional share adjustments. The name change is a rebranding effort. The equity plan amendment may impact future share dilution.
• Employees: The amendment to the equity incentive plan provides for a larger pool of shares for awards, potentially benefiting current and future employees.
• Warrant Holders: The reverse stock split will correspondingly increase the aggregate exercise prices of outstanding warrants.

Next Steps

• Trading of Class A Common Stock on The Nasdaq Capital Market on a split-adjusted basis is expected to begin on October 27, 2026.
• The company's corporate name will officially change to Parabolic Technologies, Inc. effective at market open on October 27, 2026.
• Shareholders will be notified by the transfer agent regarding the process for exchanging existing stock certificates.

Key Dates

Recommendation

The filing indicates a strategic move to comply with exchange listing requirements via a reverse stock split and a rebranding. While these actions aim to improve perception and avoid delisting, they do not fundamentally alter the company's business operations or financial performance as presented in this filing. The company's customer base is a positive, but the need for a reverse split suggests potential underlying stock price challenges. Therefore, a 'hold' recommendation is appropriate pending further operational and financial developments.

Keywords

Reverse Stock Split, Name Change, Parabolic Technologies, Nasdaq Compliance, Equity Incentive Plan, Class A Common Stock, Class B Common Stock, AI-powered applications