Banzai Seeks Approval for 850M Authorized Shares, $14M Offering, and Evergreen Note/Warrant Terms
PARA sits 18% above its 52-week low of $0.51 on light trading volume (0.1× avg).
Summary
Banzai International seeks stockholder approval to expand authorized shares to 850 million, authorize a $14 million public offering with deep-discount floor prices, and approve the Evergreen Capital Management note/warrant conversion terms — all against a backdrop of going concern and minimal cash.
Key Events · Financing and Capital Events · PARA
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Authorized Shares Increase to 850M
Proposal 1 would increase authorized shares from 350,000,000 to up to 850,000,000 total shares (750M Class A, 25M Class B, 75M preferred), giving the board discretion to issue up to 500 million additional shares without further stockholder approval.
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$14M Potential Public Offering
Proposal 2 authorizes a potential public offering of up to $14,000,000 with floor prices as low as 50% (conversion) or 30% (exercise) of the Minimum Price, and a zero-cash exercise provision for warrants — up to 250 million shares if issued before the authorized share increase.
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Evergreen Note/Warrant Terms Quantified
Proposal 3 quantifies the Evergreen Capital Management private placement: $2,142,857.14 initial principal (up to $3,571,428.57), 30% OID, 10% interest, $2.75 conversion/exercise price, and up to 1,298,701 Conversion Shares plus 1,298,701 EG Warrant Shares if fully converted/exercised.
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September 18 Letter Agreement Revisions
The Letter Agreement splits Tranche 2 into $190,000 and $310,000 tranches, sets a $250,000 cross-default threshold, changes governing law from New York to Delaware, and grants Evergreen a 25% participation right in certain future financings.
Analysis · PARA · Technology
Stockholders are being asked to approve a massive expansion of authorized shares from 350 million to up to 850 million, a potential $14 million public offering with floor prices as low as 30-50% of the Minimum Price, and the full conversion/exercise of the Evergreen Capital Management note and warrants. The company has a going concern warning, only $0.6 million in cash as of Q2 2026, and a $13.4 million net loss. These proposals are survival financing — they give the board the ability to issue shares at deep discounts to keep the company funded, but at the cost of severe dilution to existing holders. The Evergreen deal alone could add up to 2.6 million shares at $2.75, and the $14 million offering could add up to 250 million shares if priced at the floor. The September 18 Letter Agreement also gives Evergreen a 25% participation right in future financings, further entrenching the investor.
How filings like this one have moved
In the 30 days to Oct 20, 2026, 37.4% of the 952 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, PARA was trading at $0.60 on NASDAQ in the Technology sector, with a market capitalization of approximately $2.1M. The 52-week trading range was $0.51 to $79.60. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.