Banzai International, Inc. (BNZI) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: May 15, 2026

Risk Assessment Details

Potential Dilution: 17.83% of current shares
Recent Dilution: 871.12% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
1.4M
Potential Supply
250K
Additional shares possible
Splits
3 Splits 3 Reverse
Past 2 years

Summary

BNZI currently has 1.42M outstanding shares. with limited dilution risk as only 254K additional shares (17.8%) are authorized for issuance. The company has significantly diluted shareholders by 871.12% over the past 2 years, indicating aggressive capital raising. Recent corporate actions include 3 stock splits (positive for accessibility) and 3 reverse splits (concerning signal).

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
May 15, 2026

10-Q filing | 1.4M shares outstanding

1.4M 250K
May 08, 2026
Stock Split

8-K filing: Stock split 1-for-20 | Outstanding: 16,947,708 → 847,385

850K 250K
Apr 17, 2026

POS AM filing: Banzai International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholders named in this prospectus of up to 2,076,842 shares of our Class A Common Stock, issuable upon the conversion of that certain convertible promissory note originally issued by the Company to CP BF Lending, LLC.

17M 5.1M
Mar 31, 2026

10-K filing | 16.9M shares outstanding

17M 7.2M
Jan 09, 2026

POS AM filing: Banzai International, Inc. is filing a prospectus for the offer and sale from time to time by selling securityholders of up to 25,000,000 shares of Class A Common Stock issuable pursuant to a standby equity purchase agreement.

6.5M 7.2M
Dec 09, 2025

S-1 filing: Banzai International, Inc. is filing a prospectus for the resale of up to 2,076,842 shares of Class A Common Stock by selling securityholders upon conversion of convertible promissory notes.

6.5M 7.2M
Nov 21, 2025

POS AM filing: Banzai International, Inc. is filing a prospectus for the offer and sale from time to time by the selling securityholder of up to 352,941 shares of Class A Common Stock.

6.5M 5.1M
Nov 14, 2025

10-Q filing | 6.5M shares outstanding

6.5M 5.1M
Oct 23, 2025

POS AM filing: Banzai International, Inc. is filing a prospectus for the offer and sale from time to time by the selling securityholder of up to 352,941 shares of Class A Common Stock underlying warrants.

2.8M 5.1M
Oct 09, 2025

8-K filing: Banzai International, Inc. completed an additional closing on October 8, 2025, issuing a senior secured convertible note with warrants for common stock, raising approximately $2.01 million in net proceeds.

2.8M 5.4M
Aug 22, 2025

8-K filing: Banzai International, Inc. held an Additional Closing on August 19, 2025, issuing an Additional Note in the original principal amount of $2,200,000 and Additional Warrants to purchase up to 126,107 shares of Common Stock.

2.8M 5.4M
Aug 06, 2025

S-3/A filing: Banzai International, Inc. is filing an S-3/A to register the offering of Class A common stock, preferred stock, warrants, subscription rights, debt securities, units, or a combination of these securities, for an aggregate offering price of up to $30,000,000.

2.8M 5.4M
Aug 06, 2025

S-3/A filing: This S-3/A filing registers the resale of common stock issuable upon conversion of senior secured convertible notes and exercise of warrants issued in a private placement offering that closed on June 30, 2025.

2.9M 3.8M
Aug 06, 2025

S-3/A filing: This S-3/A filing relates to the resale of Class A common stock by selling stockholders and the issuance and sale of senior secured convertible notes and warrants in a private placement.

2.8M 5.4M
Jul 24, 2025

S-3 filing: This prospectus covers the resale by certain selling stockholders of up to an aggregate of 1,502,826 shares of Class A common stock of Banzai, International, Inc.

2.4M 5.3M
Jul 23, 2025

S-3 filing: Banzai International, Inc. files an S-3 form to register a shelf offering of Class A common stock, preferred stock, warrants, subscription rights, debt securities, units, or a combination of these securities, for an aggregate offering price of up to $30,000,000.

2.4M 3.8M
Jul 08, 2025
Stock Split

8-K filing: Stock split 1-for-10 | Outstanding: 16,645,627 → 2,468,587

2.5M 3.8M
Jul 03, 2025

8-K filing: Banzai International, Inc. entered into a securities purchase agreement for the issuance and sale of senior secured convertible notes in a private placement, with an institutional investor, closing on June 30, 2025.

17M 38M
May 15, 2025

10-Q filing | 16.6M shares outstanding

17M 38M
Apr 15, 2025

10-K filing | 12.8M shares outstanding

13M 38M
Dec 10, 2024

8-K filing: Banzai International, Inc. entered into a merger agreement with ClearDoc, Inc. (OpenReel) where Banzai will issue shares of Class A Common Stock and Pre-Funded Warrants to OpenReel Stockholders as merger consideration, subject to certain limitations, and will issue one share of Series FE Preferred Stock to FE IV OR Aggregator, LLC.

3.6M 38M
Nov 14, 2024

10-Q filing | 3.6M shares outstanding

3.6M 38M
Oct 16, 2024

S-1 filing: Banzai International, Inc. is filing a prospectus for the offer and sale from time to time by the selling securityholder of up to 877,372 shares of Class A Common Stock.

2M 38M
Oct 07, 2024

S-1/A filing: Banzai International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholder of up to 613,269 shares of Class A Common Stock, 2,279,271 shares of Class A Common Stock underlying a convertible note, common warrants to purchase up to 1,896,893 shares of Class A Common Stock, and Pre-Funded Warrants to purchase up to 1,353,624 shares of Class A Common Stock.

1.5M 37M
Oct 04, 2024

S-1 filing: Banzai International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholder of up to 3,529,413 shares of Class A Common Stock, consisting of shares underlying Series A Warrants, Series B Warrants, Pre-Funded Warrants and Placement Agent Warrants.

1.5M 37M
Sep 27, 2024

8-K filing: Banzai International, Inc. entered into a securities purchase agreement for a private placement involving pre-funded warrants and Series A and B warrants, which closed on September 26, 2024, resulting in net proceeds of approximately $4.4 million for the company. ($5.0M proceeds)

920K 33M
Sep 25, 2024

S-1/A filing: Banzai International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholder of up to 25,000,000 shares of Class A Common Stock, consisting of shares of Class A Common Stock issuable pursuant to Advances under that certain standby equity purchase agreement.

920K 33M
Sep 25, 2024

8-K filing: The company entered into various agreements to reorganize outstanding debt from certain creditors into shares of the Company's Class A Common Stock, including issuing 71,704 shares for the cancellation of $52,244.91 of debt, 29,077 shares to J.V.B for previous services, 70,000 shares to CP BF in exchange for a rate reduction, and agreed to issue 260,849 shares to CP BF for debt conversion, 282,420 shares to Alco for debt conversion. Also a 1-for-50 reverse stock split with Yorkville advisors. ($7.38M proceeds)

1.1M 33M
Sep 24, 2024

S-1 filing: Banzai International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholder of up to (i) 613,269 shares of Class A Common Stock, (ii) 2,279,271 shares of Class A Common Stock underlying a convertible note, (iii) common warrants to purchase up to 1,896,893 shares of Class A Common Stock, and (iv) Pre-Funded Warrants to purchase up to 1,353,624 shares of Class A Common Stock.

1.1M 33M
Sep 20, 2024

S-1 filing: Banzai International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholder of up to 25,000,000 shares of Class A Common Stock issuable pursuant to Advances under a standby equity purchase agreement.

920K 27M
Sep 19, 2024
Stock Split

8-K filing: Stock split 1-for-50 | Outstanding: 35,222,036 → 916,558

920K 1.9M
Aug 14, 2024

10-Q filing | 35.2M shares outstanding

35M 96M
May 16, 2024

S-1/A filing: Banzai International, Inc. is offering, on a best efforts basis, up to 17,647,058 shares of its Class A common stock, together with common warrants to purchase up to 17,647,058 shares of Class A Common Stock, and Pre-Funded Warrants to purchase up to 17,647,058 shares of Class A Common Stock.

19M 96M
May 15, 2024

10-Q filing | 19.3M shares outstanding

19M 43M
Apr 22, 2024

S-1 filing: Banzai International, Inc. is offering shares of Class A common stock, common warrants, and pre-funded warrants on a best efforts basis.

18M 43M
Apr 01, 2024

10-K filing | 17.8M shares outstanding

18M 43M
Feb 05, 2024

S-1/A filing: This S-1/A filing relates to the issuance of Class A common stock upon exercise of warrants and conversion of convertible notes, as well as the offer and sale of Class A common stock by selling securityholders.

3.3M 43M
Dec 29, 2023

S-1 filing: This S-1 filing relates to the issuance of Class A common stock upon the exercise of public warrants and senior convertible notes, as well as the offer and sale of Class A common stock by selling securityholders.

3.3M 27M
Nov 21, 2023

10-Q filing | 3.3M shares outstanding

3.3M 6.8M
Aug 21, 2023

10-Q filing | 3.3M shares outstanding

3.3M 6.8M
May 19, 2023

10-Q filing | 5.1M shares outstanding

5.1M 6.8M
Mar 31, 2023

10-K filing | 5.1M shares outstanding

5.1M 6.8M
Nov 10, 2022

10-Q filing | 23.0M shares outstanding

23M 6.8M
Aug 12, 2022

10-Q filing | 23.0M shares outstanding

23M 6.8M
May 16, 2022

10-Q filing | 23.0M shares outstanding

23M 6.8M
Apr 01, 2022

10-K filing | 23.0M shares outstanding

23M 6.8M
Nov 15, 2021

10-Q filing | 23.0M shares outstanding

23M 6.8M
Aug 12, 2021

10-Q filing | 23.0M shares outstanding

23M 6.8M
May 28, 2021

10-Q filing | 23.0M shares outstanding

23M 6.8M
Mar 26, 2021

10-K filing | 23.0M shares outstanding

23M 6.8M
Dec 28, 2020

8-K filing: 7GC & Co. Holdings Inc. consummated its initial public offering of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000, and also completed a private sale of 7,350,000 warrants to the Sponsor at $1.00 per warrant, generating gross proceeds of $7,350,000. ($237.35M proceeds)

5M 6.8M
Dec 16, 2020

S-1/A filing: This is an S-1/A filing detailing a proposed public offering, including founder shares and private placement warrants.

5M 6.8M
Dec 15, 2020

S-1/A filing: The company is issuing 17,500,000 units at $10.00 per unit, with each unit consisting of one share of Class A common stock and one half of one redeemable warrant.

N/A 18M
Dec 07, 2020

S-1 filing: The filing is for an offering of Class A common stock and redeemable warrants, included as part of units, with a proposed offering of 17,500,000 units at $10.00 per unit.

N/A 28M
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