Banzai International (NASDAQ: VIIAW) Announces Definitive Agreement to Acquire OpenReel: Growing TTM Revenue 152% to $10.9M

Bainbridge Island, Washington – Banzai International, Inc. announced today that it has entered into a definitive Agreement and Plan of Merger with ClearDoc, Inc. doing business as OpenReel on December 10, 2024. The merger is aimed at merging Banzai’s wholly-owned subsidiary, Merger Sub, with OpenReel. Post-merger, OpenReel will continue as Banzai’s wholly-owned subsidiary. The merger structure is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986.

Upon the closing of the merger, Banzai will provide the OpenReel Stockholders with a Registration Rights Agreement. This agreement will enable the OpenReel Stockholders to register their shares of Banzai Class A Common Stock and the shares of Banzai Class A Common Stock issuable upon the exercise of the Pre-Funded Warrants.

Furthermore, as part of the agreement, Banzai will issue one share of Series FE Preferred Stock to FE IV OR Aggregator, LLC, a stockholder of OpenReel, to provide specific protective and preemptive rights.

The Merger Consideration, to be issued at the Effective Time of the merger, will depend on the average daily volume-weighted average trading prices of Banzai Class A Common Stock. To ensure compliance with ownership limits, Banzai will adjust the Merger Consideration if necessary.

In addition, Banzai will issue Pre-Funded Warrants with exercise prices aimed at controlling the number of shares beneficially owned by OpenReel Stockholders to adhere to specified ownership limits. The terms of the Pre-Funded Warrants will provide further guidance on the exercise of such warrants while ensuring compliance with ownership thresholds.

Following the merger, a Special Meeting of stockholders will be held to obtain Stockholder Approval. Joseph P. Davy, Banzai’s Chief Executive Officer, holding a significant voting power, has entered into a Voting and Support Agreement obligating support for the Stockholder Approval.

Banzai’s CEO, Mr. Davy, is set to become the sole member of the board of directors of the Surviving Entity as part of the corporate governance changes subsequent to the merger.

The completion of the merger is subject to customary conditions alongside representations, warranties, and indemnities typical for transactions of this nature. Note that the Merger Agreement contains additional specifics that may be important for investors.

Please note that this article references an official 8-K SEC filing by Banzai International and the subsequent joint press release with OpenReel.

For interested parties, the full Merger Agreement and related documents are referenced and available in the original SEC filing.

For further information about the acquisition and Banzai’s strategic endeavors, please visit their official website.

This news release contains forward-looking statements regarding the merger and future prospects, subject to inherent uncertainties and risks. Actual results may differ from these statements due to various factors outlined in filings with the SEC. Investors are advised to review these factors with caution.

Please refer to the attached press release for detailed information on Banzai’s acquisition of OpenReel.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Banzai International’s 8K filing here.

About Banzai International

7GC & Co Holdings Inc does not have significant operations. It focuses on effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or related business combination with one or more businesses. The company intends to identify business opportunities in the field of technology.