5 ballot items.
Stockholders are being asked to approve the ConnectAndSell asset-purchase share issuance, change the corporate name to Parabolic Technologies, amend the 2023 Equity Incentive Plan, authorize one or more reverse stock splits, and approve meeting adjournment if needed to solicit additional proxies.
Authorize issuance of Class A Common Stock, including shares issuable upon exercise of pre-funded warrants, under the ConnectAndSell asset purchase agreement in an amount equal to or exceeding 20% of the Company’s pre-closing Class A and Class B common stock outstanding, for Nasdaq Listing Rule 5635(a) compliance.
Proposal 1 asks stockholders to authorize Class A Common Stock issuances connected with the Company’s acquisition of substantially all of ConnectAndSell’s assets. The authorization covers shares issuable on exercise of pre-funded warrants as well as additional shares potentially required for earn-out consideration, VWAP adjustments, and other APA payments. Nasdaq Listing Rule 5635(a) requires stockholder approval when acquisition-related securities may equal or exceed 20% of the pre-issuance common stock or voting power. At closing, the Company issued 294,917 shares and a pre-funded warrant for 1,685,175 additional shares, with further issuance possible under the transaction terms. The proposal would remove the Nasdaq ownership limitation that currently restricts ConnectAndSell’s receipt of additional common stock. If approval is not obtained within the applicable period, the Company may be required to make a cash payment equal to the closing non-cash consideration and obtain cancellation of corresponding warrants. Approval would permit potential material dilution to existing holders, although the precise amount depends on future earn-out performance, VWAP changes, and other APA obligations. ConnectAndSell is excluded from voting on the proposal, while CEO and Board Chair Joseph P. Davy agreed to support it and held approximately 25.6% of voting power as of the record date. The Board unanimously recommends a vote FOR, primarily to preserve the transaction’s contemplated equity consideration and satisfy Nasdaq listing requirements.
Approve an amendment to the Second Amended and Restated Certificate of Incorporation changing the legal name from Banzai International, Inc. to Parabolic Technologies, Inc.
Proposal 2 asks stockholders to amend the Company’s certificate of incorporation to change its legal name from Banzai International, Inc. to Parabolic Technologies, Inc. Management states that the new legal name is intended to align with the Company’s newly announced Parabolic brand. The Board also views the name as more consistent with a strategic focus on building, acquiring, and investing in agentic applications and other businesses benefiting from AI transformation. The Company argues that the new name provides greater business clarity and encompasses the full breadth of its anticipated operations. The amendment would change only the legal name and would not alter stockholder rights, authorized shares, par value, or other charter provisions. Existing certificates and book-entry positions would remain valid and would not need to be exchanged. The Company has already changed its Nasdaq ticker symbol to PARA in anticipation of the name change and expects a new CUSIP. The Board retains authority to abandon the amendment before filing if it no longer considers the change advisable. The Board unanimously recommends a vote FOR.
Approve amendments to the 2023 Equity Incentive Plan adding 787,425 shares to the reserve, increasing the annual evergreen increase from 5% to 7.5%, and removing the maximum share cap for Incentive Stock Options.
Proposal 3 asks stockholders to amend the Company’s 2023 Equity Incentive Plan in three principal ways. First, it would add 787,425 shares to the reserve, increasing the stated reserve from 96,724 to 846,724 shares. Second, it would increase the annual evergreen provision from 5% to 7.5% of fully diluted shares, beginning with the January 1, 2027 increase and continuing through the remaining plan term. Third, it would remove the existing 1,073-share aggregate cap on shares issuable through Incentive Stock Options. Management says the current reserve is insufficient to incentivize existing personnel, recruit additional employees, and retain consultants as the Company grows. The larger evergreen mechanism is intended to provide recurring flexibility as the Company’s workforce and equity compensation needs expand. Removing the ISO cap is presented as a way to give the Company greater flexibility in designing awards for key talent. The proposal therefore increases potential equity dilution and expands the Board’s future grant capacity, although individual awards remain subject to plan administration and applicable law. The Board unanimously recommends a vote FOR.
Authorize the Board, before October 16, 2028, to effect one or more reverse stock splits of Class A and Class B Common Stock at an aggregate ratio between 1-for-5 and 1-for-1,000 and to file corresponding charter amendments.
Proposal 4 would give the Board discretionary authority to conduct one or more reverse stock splits of both classes of common stock within two years after the special meeting. The aggregate ratio could range from 1-for-5 to 1-for-1,000, with the Board determining the exact ratio, timing, and number of transactions. The Board could also abandon an approved split before the applicable charter amendment becomes effective. Management’s primary stated objective is to increase the per-share price of Class A Common Stock and help maintain compliance with Nasdaq’s minimum bid price requirement. The Company also cites possible improvements in institutional investor eligibility, broker and analyst attention, trading liquidity, and market perception. A reverse split would reduce the number of outstanding shares while leaving authorized capital unchanged and would proportionately adjust derivative securities. The filing cautions that the split may fail to increase the share price, may reduce liquidity, create odd-lot positions, increase transaction costs, or reduce market capitalization if the price does not rise proportionately. Stockholders would generally retain the same percentage ownership, subject to the treatment of fractional shares, which would be rounded up. The Board unanimously recommends a vote FOR and seeks the broad authority to respond to Nasdaq and market conditions without another stockholder vote.
Approve adjournment of the special meeting to a later date or dates if needed to solicit additional proxies because of an insufficient quorum or insufficient votes on the other proposals.
Proposal 5 asks stockholders to authorize adjournment of the special meeting when additional proxy solicitation is necessary. The authority could be used if a quorum is absent or if one or more of Proposals 1 through 4 lacks sufficient votes for approval. An adjournment could apply to one or more proposals rather than necessarily to the entire meeting. Management would use the additional period to solicit votes from stockholders who have not voted or who may change their voting instructions. The proposal does not itself approve the underlying asset issuance, name change, equity plan amendment, or reverse split. Any vote already taken on a proposal before adjournment would remain effective and valid. If the meeting is adjourned for 30 days or less and no new record date is set, the filing states that separate notice generally would not be required beyond an announcement at the meeting. Signed proxies without voting instructions on the adjournment matter would be voted FOR in the circumstances described. The Board unanimously recommends a vote FOR because it views additional solicitation time as beneficial if the initial vote is inconclusive.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | UBS Group AG | 1.45% | 51,534 | $156K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.36% | 12,663 | $38K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.34% | 12,211 | $37K |
| 4 | HRT FINANCIAL LP | 0.34% | 12,005 | $36K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.18% | 6,308 | $19K |
| 6 | UBS Group AG | 0.08% | 2,827 | $9K |
| 7 | Tower Research Capital LLC (TRC | 0.05% | 1,636 | $5K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.03% | 1,079 | $3K |
| 9 | Global Retirement Partners, LLC | 0.03% | 1,000 | $3K |
| 10 | NATIONAL BANK OF CANADA /FI/ | 0.02% | 840 | $2K |
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