SCHEDULE: CP BF Lending LLC Discloses 24.8% Stake in Banzai International

CP BF Lending, LLC has filed a Schedule 13G, disclosing beneficial ownership of 1,079,713 shares of Banzai International's Class A common stock, representing 24.8% of the outstanding shares.

Summary

• CP BF Lending, LLC has filed a Schedule 13G, indicating it is the record and direct beneficial owner of 1,079,713 shares of Banzai International's Class A common stock.
• This ownership represents 24.8% of the company's outstanding Class A common stock.
• The majority of these shares (1,079,709) are issuable upon conversion of convertible notes held by CP BF Lending, LLC.
• These convertible notes mature on February 19, 2027.
• The conversion price of these notes has been significantly amended, most recently on May 15, 2026, to be 95% of the trading day's price, with a floor price of $4.50 (post-reverse split).
• The filing also notes a 1-for-20 reverse stock split effective May 8, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the significant reduction in the conversion price of convertible notes and the potential dilution implied by the large beneficial ownership percentage.

Positives

• CP BF Lending, LLC is a significant stakeholder, indicating potential confidence in the company's long-term prospects.
• The convertible notes provide a mechanism for future capital infusion into Banzai International.

Negatives

• The conversion price of the convertible notes has been substantially reduced, first to 95% of market price with a $2.50 floor, and then the floor was raised to $4.50.
• The large percentage of ownership held through convertible notes suggests potential future dilution for existing shareholders upon conversion.
• The original conversion price was $3.89, but the current terms are significantly more favorable to the noteholder, potentially at the expense of common shareholders.

Risks

• Potential for significant dilution of existing shareholders' equity if the convertible notes are converted.
• The amended conversion price terms could indicate financial pressure on Banzai International.
• The floor price of $4.50 on conversion may still be below the effective purchase price for some investors, depending on market conditions.
• Accrued and unpaid interest on the convertible notes is not included in the current share count, which could further increase the number of shares upon conversion.

Future Outlook

The future outlook is tied to the conversion of the convertible notes. The terms suggest that conversion is likely if the stock price approaches or exceeds $4.50, leading to a significant increase in outstanding shares.

Management Comments

• CP BF Lending, LLC is the record and direct beneficial owner of the securities covered by this statement.
• The conversion price was proportionately adjusted to reflect the 1-for-20 reverse stock split effective at the close of business on May 8, 2026.
• On May 15, 2026, the Issuer and the Reporting Person agreed to amend the convertible note to, among other things, reduce the floor price applicable to the conversion price under the convertible note from $50.00 (as adjusted for the Reverse Split) to $4.50 (on a post-Reverse Split basis).

Industry Context

StockSavvy.ai notes that the terms of convertible notes, particularly the adjustment of conversion prices and floor prices, are critical for understanding potential future equity structures and dilution in the biotechnology or technology sectors where such instruments are common.

Related Party Transactions

• The convertible notes held by CP BF Lending, LLC represent a transaction between the issuer (Banzai International) and a significant entity (CP BF Lending, LLC) that is now a major beneficial owner.

Stakeholder Impact

• Shareholders: Potential for significant dilution of ownership percentage and earnings per share upon conversion of convertible notes.
• Creditors: The conversion of debt to equity could impact the company's debt-to-equity ratio.
• Management: May need to manage shareholder expectations regarding dilution and future capital needs.

Next Steps

• Monitoring the conversion of the convertible notes by CP BF Lending, LLC.
• Observing Banzai International's stock price in relation to the $4.50 floor price for conversion.
• Assessing the impact of potential share dilution on existing shareholders.

Key Dates

Recommendation

The filing indicates a significant stake held via convertible notes with terms that have been adjusted to be more favorable to the holder. While this shows continued engagement from a key investor, the potential for substantial dilution upon conversion warrants a cautious 'hold' recommendation until the conversion impact is clearer and the company's operational performance justifies a more positive outlook.

Keywords

Convertible Notes, Beneficial Ownership, Schedule 13G, Class A Common Stock, Shareholder, Dilution, Conversion Price, Reverse Stock Split