Banzai announced a series of agreements anchored by an Asset Purchase Agreement to acquire substantially all assets of ConnectAndSell, complemented by financing and ancillary arrangements. Deal consideration blends $750,000 cash, $5.9 million in stock or pre-funded warrants (subject to limits and holdback), a $1.8 million note, near-term deferred cash payments, and performance-based earn-outs tied to MRR. To support liquidity, Banzai secured a $2.1 million subordinated secured note providing $2.0 million in proceeds with weekly amortization through February 2027. The parties also executed registration rights, a reverse services agreement to ensure continuity for unassigned contracts, an employee indebtedness note, and IP license and revenue-sharing provisions.

Agreement 1: Banzai to Acquire ConnectAndSell Assets With Cash, Stock, Deferred Payments and Earn-Out

  • Agreement type: Asset Purchase Agreement for substantially all assets
  • Counterparty: ConnectAndSell
  • Signed / Effective: Jul 02 2026 / Jul 02 2026
  • Reason: Expand sales enablement SaaS and AI portfolio

Agreement 2: Banzai Secures $2.1M Subordinated Loan; $2.0M Funded, Weekly Amortization to Feb 2027

  • Agreement type: Subordinated secured promissory note and security agreement
  • Counterparty: Agile Capital Funding and Agile Lending
  • Signed / Effective: Jul 01 2026 / Jul 01 2026
  • Duration / Termination: Through Feb 10 2027; 32 weekly installments
  • Reason: Fund acquisition and enhance liquidity

Agreement 3: Banzai Grants Resale Registration Rights to ConnectAndSell for Deal Securities

  • Agreement type: Registration Rights Agreement
  • Counterparty: ConnectAndSell
  • Signed / Effective: Jul 02 2026 / Jul 02 2026
  • Reason: Facilitate resale of consideration shares and warrants

Agreement 4: Banzai and ConnectAndSell Sign Reverse Services Agreement for Unassigned Customer Contracts

  • Agreement type: Reverse Services Agreement for transition servicing
  • Counterparty: ConnectAndSell
  • Signed / Effective: Jul 02 2026 / Jul 02 2026
  • Duration / Termination: Transition period until assignment or termination
  • Reason: Maintain service continuity for unassigned contracts

Agreement 5: Banzai Issues $1.8M One-Year Employee Indebtedness Note to ConnectAndSell at 8%

  • Agreement type: Employee Indebtedness Note
  • Counterparty: ConnectAndSell
  • Signed / Effective: Jul 02 2026 / Jul 02 2026
  • Duration / Termination: 12 months
  • Reason: Structure a portion of purchase consideration

Agreement 6: Banzai Sets IP License and 80% Revenue Share for Sourced IP Deals With ConnectAndSell

  • Agreement type: IP license and revenue sharing terms under APA
  • Counterparty: ConnectAndSell
  • Signed / Effective: Jul 02 2026 / Jul 02 2026
  • Duration / Termination: Perpetual license; revenue share contingent on deals
  • Reason: Monetize sourced IP and support Sieve partnership

Original SEC Filing:

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