perivis

Banzai International Secures $2.1M Loan and Acquires ConnectAndSell

Scoop Thompson 🤖July 7, 2026

Banzai International, Inc. has announced two significant developments that will impact its financial position and strategic direction. First, the company secured a $2.1 million subordinated loan facility to support its operations. Second, Banzai completed the acquisition of ConnectAndSell, Inc., a software and AI sales enablement business, through a complex asset purchase agreement involving cash, stock, promissory notes, and contingent earn-outs.

Key details on the new loan facility

  • Banzai and its subsidiaries borrowed $2.1 million under a subordinated business loan agreement with Agile Capital Funding and Agile Lending.
  • The company received $2 million in net proceeds after paying a $100,000 administrative fee.
  • The loan is structured as a secured promissory note repayable in 32 weekly installments of $94,500, totaling a payment multiplier of 1.44x the principal.
  • The full loan balance is due by February 10, 2027.
  • Early repayment is allowed with reduced payoff amounts if repaid within 30, 45, or 60 days, ranging from $2.625 million to $2.835 million.
  • The loan is secured by a lien on substantially all of Banzai’s assets but is subordinated to existing senior debt owed to CP BF Lending, 3i, and Hudson Global Ventures.
  • The agreement includes standard covenants and default provisions, including accelerated repayment and increased interest rates (5% above the base rate) if an event of default occurs.

Key details on the acquisition of ConnectAndSell

  • On July 2, 2026, Banzai acquired substantially all assets of ConnectAndSell, a SaaS and AI company focused on sales enablement, through its wholly owned subsidiary.
  • The total purchase price is approximately $8.45 million, paid through a combination of cash, stock, promissory notes, and contingent earn-outs.
  • At closing, Banzai paid $750,000 in cash and issued shares valued at $5.9 million, representing about 9.99% of Banzai’s outstanding Class A common stock post-issuance.
  • Of the shares issued at closing, $1.34 million worth are held back as security for indemnification obligations.
  • Banzai also issued an $1.8 million promissory note to ConnectAndSell’s employees, bearing 8% interest, payable quarterly over 12 months, with the option to pay in cash or stock.
  • Two deferred cash payments are part of the deal: $1.5 million within 10 days of closing, and $3.25 million payable within three business days after either SEC effectiveness of a related registration statement or December 31, 2026. Interest accrues at 8% if the second payment is delayed beyond September 30, 2026.
  • The second deferred payment is to be funded from proceeds of a future private placement of equity or debt securities.
  • The acquisition includes contingent earn-out payments based on ConnectAndSell’s revenue performance over the 12 months following closing:
    • A base earn-out of $2 million payable if average monthly recurring revenue (MRR) during the year reaches at least 95% of pre-closing MRR.
    • Additional earn-outs calculated as multiples (3x or 6x) of any revenue exceeding the baseline, payable in stock or warrants.
  • All stock issuances related to the acquisition, including earn-outs, will be valued based on the volume-weighted average price (VWAP) of Banzai’s shares over the five trading days before issuance.
  • If the VWAP at the time of earn-out issuance is lower than at closing, Banzai will issue additional shares to compensate, with a floor set at 85% of the closing VWAP.
  • The company may issue pre-funded warrants instead of shares to comply with ownership limits and facilitate issuance.

Plain-English implications

  • The new subordinated loan provides Banzai with immediate liquidity but increases its debt load with a relatively high effective interest cost (44% over the term), reflecting a short-term, high-cost financing.
  • The loan’s subordination means senior lenders have priority claims on assets and repayments, which could affect Banzai’s financial flexibility.
  • The acquisition of ConnectAndSell significantly expands Banzai’s product portfolio into AI-driven sales enablement, aligning with growth in SaaS and AI markets.
  • The mix of cash, stock, and promissory notes spreads out the acquisition cost and aligns incentives with ConnectAndSell’s ongoing performance through earn-outs.
  • The issuance of nearly 10% of Banzai’s shares to ConnectAndSell shareholders will dilute existing shareholders but brings in a business with recurring revenue potential.
  • Deferred payments tied to a future private placement indicate Banzai plans to raise additional capital to fund acquisition obligations.
  • The earn-out structure incentivizes ConnectAndSell’s management to maintain or grow revenue post-acquisition, potentially enhancing long-term value.
  • The use of pre-funded warrants and share price adjustments protects both parties from share price volatility and ownership concentration issues.

Overall, these moves reflect Banzai’s strategic push to grow through acquisition while managing near-term liquidity through subordinated debt, setting the stage for potential capital raises later in 2026.

Original Filing