Banzai Sets Oct 30 Vote on 850M Authorized Shares and Evergreen Note Conversion
PARA is trading near its 52-week low of $0.51 (5.9% above the low).
Summary
Banzai's definitive proxy sets an October 30 special meeting to approve expanding authorized shares to 850 million and clearing Nasdaq caps on a $14 million offering and the Evergreen convertible note. With $0.6 million of cash and a going-concern warning, the vote is a financing lifeline — and the Evergreen terms carry heavy dilution.
Key Events · Financing and Capital Events · PARA
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Special Meeting Set for October 30
The virtual meeting starts at 9:00 a.m. ET, with a September 28 record date. Shareholders will vote on four proposals, all recommended FOR by the board.
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Authorized Shares to Rise to 850 Million
Proposal 1 lifts authorized capital from 350 million to up to 850 million shares (750 million Class A, 25 million Class B, 75 million preferred), giving the board broad discretion to issue without further votes.
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Evergreen Note Terms Quantified
The September 4 private placement carries a $2,142,857.14 initial principal (up to $3,571,428.57), 30% OID, 10% interest (18% on default), a $2.75 conversion price, and warrants for 779,221 shares plus 519,480 more on later tranches.
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Dilution From Full Conversion
Full conversion and warrant exercise at $2.75 would issue 1,298,701 Conversion Shares and 1,298,701 EG Warrant Shares against 4,359,146 Class A shares outstanding. The Exchange Cap of 784,612 shares is removed if Proposal 3 passes.
Analysis · PARA · Technology
This is effectively a survival vote for Banzai. Shareholders are being asked to approve a jump in authorized shares from 350 million to 850 million and to clear the Nasdaq 20% issuance cap on a $14 million potential public offering and on the Evergreen convertible note. The company had only $0.6 million of cash against a going-concern warning in its August 10-Q, so without the headroom the note cannot convert past the 784,612-share Exchange Cap and new financing would be constrained. The Evergreen terms are punitive: a 30% original issue discount, 10% interest (18% on default), a nine-month maturity, and warrant repricing that can reset to the lowest VWAP after a dilutive issuance. Full conversion and exercise at $2.75 would issue roughly 2.6 million shares against 4.36 million Class A shares outstanding. Because the $2.75 reference price is far above today's $0.54, the real share count at current prices would be far larger if the conversion price is voluntarily reduced.
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 $0.54 on NASDAQ in the Technology sector, with a market capitalization of approximately $2.4M. The 52-week trading range was $0.51 to $63.00. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.