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PARA on Nasdaq

Banzai International, Inc.

In its 2026 annual report the company says: “Banzai International, Inc. is a Software as a Service company operating in the marketing technology industry. We provide our customers with tools to help them market and sell with greater efficiency and impact.”5 It is headquartered in Bainbridge Island, Washington.1 Its shares trade on Nasdaq under the symbol PARA.1

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Last updated Oct 21, 2026.

Overview

$12.2MRevenue, fiscal 20252
-$22.5MNet income, fiscal 20252

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  • TickerPARA on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersBainbridge Island, Washington1
  • Incorporated inDE3
  • Business address435 Ericksen Ave Ne, Suite 250, Bainbridge Island, Wa 981103
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation

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Banzai International, Inc. is a Software as a Service (“SaaS”) company operating in the marketing technology (“MarTech”) industry. We provide our customers with tools to help them market and sell with greater efficiency and impact. To date, Banzai has supported over 150,000 global customers, including entrepreneurs and Fortune 500 companies. Our customers include Amazon, Dell, Salesforce, Aflac, Thermo Fisher Scientific, RBC Wealth Management, Fitch Group, and many other globally recognized brands.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

82.0%Gross margin2
-151.8%Operating margin2
-184.9%Net margin2
168.6%Revenue growth, 20252
-279.2%Return on equity2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue18¢$2.2M
  • Other costs82¢$9.9M
  • Income tax0¢$60.6K

Out of $12.2M in revenue.2 The company lost money this year.

Financial statements

Revenue672$12.2M in 2025+128% since 2022
0$5.0M$10.0M$15.0M2022: $5.3M$5.3M20222023: $4.6M$4.6M2023−14%2024: $4.5M$4.5M2024−1%2025: $12.2M$12.2M2025+169%
Gross profit672$10.0M in 2025+195% since 2022
0$2.5M$5.0M$7.5M$10.0M2022: $3.4M$3.4M20222023: $3.1M$3.1M2023−8%2024: $3.1M$3.1M2024−0%2025: $10.0M$10.0M2025+221%
Operating income8672-$18.5M in 2025+589% since 2021
-$20.0M-$15.0M-$10.0M-$5.0M02021: -$2.7M-$2.7M20212022: -$6.2M-$6.2M2022+132%2023: -$9.8M-$9.8M2023+58%2024: -$13.5M-$13.5M2024+37%2025: -$18.5M-$18.5M2025+37%
Net income8672-$22.5M in 2025
-$40.0M-$20.0M0$20.0M2021: $11.6M$11.6M20212022: -$15.5M-$15.5M20222023: -$14.4M-$14.4M2023−7%2024: -$31.5M-$31.5M2024+119%2025: -$22.5M-$22.5M2025−29%
Fiscal year202020212022202320242025
Revenue$5.3M6$4.6M7$4.5M2$12.2M2
Cost of revenue$2.0M6$1.4M7$1.4M2$2.2M2
Gross profit$3.4M6$3.1M7$3.1M2$10.0M2
Operating expenses$9.6M6$12.9M7$16.6M2$28.4M2
Operating income-$2.7M8-$6.2M6-$9.8M7-$13.5M2-$18.5M2
Income before tax$11.6M8-$15.5M6-$14.4M7-$31.5M2-$22.4M2
Income tax$06$07$02$60.6K2
Net income$11.6M8-$15.5M6-$14.4M7-$31.5M2-$22.5M2
Earnings per share-$2.406-$6.007-$69.752-$5.952
Earnings per share (diluted)-$2.406-$6.007-$69.752-$5.952
Shares (weighted, basic)6.4M shares62.4M shares7445.8K shares23.8M shares2
Shares (weighted, diluted)6.4M shares62.4M shares7445.8K shares23.8M shares2

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Corporate structure

Banzai International, Inc. sits at the top of its group. 7 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Banzai International, Inc.

  • Alco Investment Co Filed SCHEDULE 13D/A on Banzai International, Inc., latest Aug 18, 2026 (2 filings since Apr 23, 2025)
  • CP BF Lending, LLC Filed SCHEDULE 13G on Banzai International, Inc., latest Aug 14, 2026 (3 filings since Feb 14, 2025)
  • FE IV OR Aggregator, LLC Filed SCHEDULE 13G/A on Banzai International, Inc., latest Aug 3, 2026 (3 filings since Dec 23, 2024)
  • Davy Joseph P. Filed SCHEDULE 13D on Banzai International, Inc., latest Apr 9, 2026 (2 filings since Dec 26, 2023)
  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on Banzai International, Inc., latest Feb 14, 2025 (2 filings since Nov 14, 2024)
  • Oasis Management Co Ltd. Filed SCHEDULE 13G/A on Banzai International, Inc., latest Feb 12, 2025 (2 filings since Nov 13, 2024)
  • Ward Mason Filed SC 13D/A on Banzai International, Inc., latest Sep 24, 2024 (2 filings since Dec 26, 2023)
  • INTRACOASTAL CAPITAL, LLC Filed SC 13G on Banzai International, Inc., latest May 31, 2024
  • DNX III, LLC Filed SC 13G on Banzai International, Inc., latest Apr 23, 2024
  • MOORE CAPITAL MANAGEMENT, LP Filed SC 13G/A on Banzai International, Inc., latest Feb 14, 2024 (2 filings since Jul 7, 2023)
  • GLAZER CAPITAL, LLC Filed SC 13G/A on Banzai International, Inc., latest Feb 13, 2024 (3 filings since Feb 14, 2022)
  • Cantor Filed SC 13G on Banzai International, Inc., latest Feb 12, 2024
  • Banzai International, Inc. Bainbridge Island, Washington
    • Banzai CS Acquisition, Inc. Subsidiary · Delaware, United States
    • Banzai Operating Co LLC Subsidiary · Delaware, United States
    • Banzai Passage Inc. Subsidiary · Delaware, United States
    • Demio Holding, Inc. Subsidiary · Delaware, United States
    • OpenReel, Inc. Subsidiary · Delaware, United States
    • Vidello Limited Subsidiary · United Kingdom

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Banzai International, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$4.5K2 Dec 31, 2025$30.9K2 Dec 31, 2024−85.3%
Property and equipment, net$8.2K2 Dec 31, 2025$3.5K2 Dec 31, 2024+133.0%
Operating-lease assets (leased space)$55.9K2 Dec 31, 2025$72.6K2 Dec 31, 2024−23.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$259.2K2 Dec 31, 2025$1.1M2 Dec 31, 2024−76.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$22.0M2 Dec 31, 2025$19.0M2 Dec 31, 2024+15.9%
Intangible assets, net (excluding goodwill)$8.0M2 Dec 31, 2025$3.9M2 Dec 31, 2024+106.7%
Finite-lived intangibles, gross$9.2M2 Dec 31, 2025$3.9M7 Dec 31, 2024+135.7%
Accumulated amortization$1.2M2 Dec 31, 2025$19.5K7 Dec 31, 2024+5932.9%
Finite-lived intangibles, net$8.0M2 Dec 31, 2025$3.9M7 Dec 31, 2024+106.7%

Properties, in its own words

We lease office space for our principal executive office located at 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. As of December 31, 2025, this space consists of approximately 2,000 square feet and the lease expires in October 2027. As a remote-first organization, we believe this facility is adequate and suitable for our current and anticipated future needs.

Item 2 of the 10-K filed Mar 31, 2026.5

Leadership

Who has led Banzai International, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Joseph P. Davy2023–now

Chair

  1. Joseph P. Davy2025–now

Chief financial officer

  1. Mark Musburger2023–2025
  2. Alvin Siu Kau Yip2025
  3. Larry Dean Ditto Jr.2026–now
2025
Board members and other officers (12)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerDean Ditto named Oct 22, 2025 to Nov 12, 202531
  • DirectorPaula Boggs named Oct 2, 2024 to Nov 12, 202531

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Banzai CS Acquisition, Inc. Delaware4
  • Banzai Operating Co LLC Delaware4
  • Banzai Passage Inc. Delaware4
  • Demio Holding, Inc. Delaware4
  • OpenReel, Inc. Delaware4
  • Vidello Limited England & Wales4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • 7GC & Co. Holdings Inc.Oct 23, 2020 to Dec 15, 20233

Timeline

  1. Oct 1, 20268-K Entered a material agreement; Unregistered sale of shares32
  2. Sep 24, 20268-K Entered a material agreement33
  3. Sep 11, 20268-K Entered a material agreement34
  4. Aug 13, 20268-K Entered a material agreement35
  5. Jul 14, 20268-K Entered a material agreement; Regulation FD disclosure36
  6. Jul 7, 20268-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation37
  7. May 18, 20268-K Entered a material agreement38
  8. May 6, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events39
  9. May 5, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares40
  10. Apr 28, 20268-K Shareholder vote41
  11. Feb 13, 20268-K Entered a material agreement42
  12. Jan 15, 20268-K Shareholder vote43
  13. Dec 19, 2023New chief executive Joseph P. Davy becomes CEO15

Calendar

Coming up

  1. Nov 16, 2026 · After the closeReports results for the quarter ending Sep/202644

When it reported results

  1. Apr 15, 2025Reported quarterly or annual results45
  2. Nov 19, 2024Reported quarterly or annual results46
  3. Nov 7, 2024Reported quarterly or annual results47
  4. May 16, 2024Reported quarterly or annual results48
  5. Feb 20, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

399 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 85 major events, 62 insider forms, 31 large holders, 6 private raises, 193 other. The latest 20:

  1. Oct 5, 2026PRE 14A EDGAR
  2. Oct 1, 20268-K EDGAR
  3. Sep 30, 20264 EDGAR
  4. Sep 29, 2026DEF 14A EDGAR
  5. Sep 24, 20268-K/A EDGAR
  6. Sep 11, 20268-K EDGAR
  7. Sep 4, 2026PRE 14A EDGAR
  8. Aug 18, 2026SCHEDULE 13D/A EDGAR
  9. Aug 14, 2026SCHEDULE 13G EDGAR
  10. Aug 14, 2026424B3 EDGAR
  11. Aug 14, 2026424B3 EDGAR
  12. Aug 14, 202610-Q EDGAR
  13. Aug 13, 20268-K EDGAR
  14. Aug 11, 2026424B5 EDGAR
  15. Aug 6, 2026EFFECT EDGAR
  16. Aug 3, 2026SCHEDULE 13G/A EDGAR
  17. Jul 28, 2026424B5 EDGAR
  18. Jul 27, 2026EFFECT EDGAR
  19. Jul 17, 2026S-1/A EDGAR
  20. Jul 16, 2026S-1 EDGAR

The 399 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

17 open-market trades by officers, directors and large owners since October 2021: 9 buys and 8 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 28, 2026Davy Joseph P.Chief Executive OfficerBuy115,965Form 4
Jun 5, 2026CP BF Lending, LLC10% ownerSale111,826$5.39$602.3KForm 4
Nov 6, 2025CP BF Lending, LLC10% ownerSale62,700$2.81$176.2KForm 4
Sep 11, 2025Davy Joseph P.Chief Executive OfficerSale25,490$2.39$61.0KForm 4
Apr 22, 2025Davy Joseph P.Chief Executive OfficerSale25,000$1.00$24.9KForm 4
Apr 21, 2025Davy Joseph P.Chief Executive OfficerSale25,000$0.96$24.0KForm 4
Oct 24, 2024CP BF Lending, LLC10% ownerSale18,300$3.61$66.1KForm 4
Oct 18, 2024Shain Brad10% ownerSale37,300$3.43$127.9KForm 4
Oct 17, 2024Shain Brad10% ownerSale635,549$4.14$2.6MForm 4
Sep 20, 2024Alco Investment Co10% ownerBuy282,420$3.89$1.1MForm 4
Sep 3, 2024Schofield KentDirectorBuy432$6.00$2.6KForm 4
Feb 23, 2024Davy Joseph P.Chief Executive OfficerBuy500$0.80$400Form 4
Feb 22, 2024Ward MasonDirectorBuy500$0.97$485Form 4
Feb 22, 2024Davy Joseph P.Chief Executive OfficerBuy500$0.94$470Form 4
Feb 21, 2024Davy Joseph P.Chief Executive OfficerBuy500$0.94$470Form 4
Dec 21, 2023Alco Investment Co10% ownerBuy5,000$3.63$18.1KForm 4
Dec 21, 2023Davy Joseph P.Chief Executive OfficerBuy2,898$3.45$10.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$24.0M 2020–2025
Money received by yearMoney received by year, 2020–2025: $24.0M in all. Private raises (Form D) $23.2M; PPP loans $831.9K.$0$5M$10M$15M$20M2020 · PPP loans: $350.9K20202021 · PPP loans: $481.0K20222024 · Private raises (Form D): $15.8M20242025 · Private raises (Form D): $7.4M2025
Figures by year
YearPrivate raises (Form D)PPP loansTotal
2025$7.4M–$7.4M
2024$15.8M–$15.8M
2021–$481.0K$481.0K
2020–$350.9K$350.9K

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Jun 30, 2025Raised $6.9 million in a private offering of debt67 Form D: $11 million offered in all Form D
  2. Jun 23, 2025Raised $150,000 in a private offering of equity31 Form D: $300,000 offered in all Form D
  3. Jun 3, 2025Raised $330,000 in a private offering of equity68 Form D: 4 investors so far Form D
  4. Sep 26, 2024Raised $5 million in a private offering of equity69 Form D: 1 investor so far Form D
  5. Aug 26, 2024Raised $10.8 million in a private offering of equity70 Form D: 8 investors so far Form D

PPP loans

Paycheck Protection Program loans of $150,000 and up, approved April 2020 to July 2021, from the SBA71. Matched to this company by name and state.

  1. Apr 9, 2020$350.9K PPP loan (first draw) from Sound Community Bank71To BANZAI INTERNATIONAL, INC., Seattle WA; $353.0K forgiven Nov 23, 2020
  2. Jan 19, 2021$481.0K PPP loan (second draw) from Sound Community Bank71To BANZAI INTERNATIONAL INC, Seattle WA; $482.8K forgiven Jun 15, 2021

SEC filer profile

How Banzai International, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBanzai International, Inc.1
  • CIK0001826011
  • Employer ID (EIN)85-31189805
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address435 Ericksen Ave Ne, Suite 250, Bainbridge Island, WA 981101
  • Phone20641417771
  • Shares outstanding16,947,708 Common Class A shares; 607,998 Common Class B shares as of Mar 27, 20265
  • Public float$12.1M as of Jun 30, 20255
  • AuditorBush & Associates CPA LLC, Las Vegas, Nevada PCAOB ID 6797; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceOct 23, 20201
  • Filings432 in all: 8-K (73), 4 (42), CORRESP (27), 3 (23), UPLOAD (22), EFFECT (21), 424B3 (20), 10-Q (17)1
    All 53 form types

    8-K/A (16), 425 (14), SC 13G (13), S-1 (12), DEF 14A (10), PRE 14A (10), POS AM (7), S-1/A (7), 10-K (6), 424B1 (6), 5 (6), DEFA14A (6), S-4/A (6), SC 13G/A (6), 424B5 (5), D (5), NT 10-Q (5), S-3 (4), SCHEDULE 13G (4), SCHEDULE 13G/A (4), S-3/A (3), S-8 POS (3), 10-K/A (2), 424B4 (2), NT 10-K (2), S-8 (2), SC 13D (2), SCHEDULE 13D (2), 10-Q/A (1), 144 (1), 25-NSE (1), 8-A12B (1), AW (1), CERT (1), D/A (1), DEF 14C (1), DRS (1), POS EX (1), PRE 14C (1), PRER14A (1), RW (1), S-1MEF (1), S-4 (1), SC 13D/A (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Sep 29, 2026
    Latest 8-K (8-K) Oct 1, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareBNZINasdaq
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $575.00BNZIWNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Banzai International, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 58 risks under these headings, as written.5

  • Risks Related to our Business and Industry
  • Risks Related to Ownership of Our Securities
  • We have incurred significant operating losses in the past and may never achieve or maintain profitability.
  • There is substantial doubt about our ability to continue as a going concern, and holders of our securities could suffer a total loss of their investment. We may need to raise additional capital to continue our operations. Such capital may not be available to us or may not be available at terms we deem acceptable, either of which could reduce our ability to compete and could negatively affect our business.
  • We have a limited operating history with our current offerings, which makes it difficult to evaluate our current and future business prospects and increases the risk of your investment.
  • Our revenue growth rate depends on existing customers renewing and maintaining or expanding their subscriptions, and if we fail to retain our customers at current or expanded subscriptions, our business will be harmed.
  • If we are unable to attract new customers on a cost-effective basis, our business will be harmed.
  • If we fail to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed.
  • We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.
  • Any forecasts, projections, or outlook we may provide are based upon certain assumptions, analyses, and estimates. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected.
  • If we fail to attract and retain qualified personnel, our business could be harmed.
  • Our management team has a limited history working together operating the Company and, as a result, our past results may not be indicative of future operating performance.
The other 48 risks
  • We may not successfully develop or introduce new and enhanced products that achieve market acceptance, or successfully integrate acquired products or services with our existing products, and our business could be harmed, and our revenue could suffer as a result.
  • Our ability to introduce new products and features is dependent on adequate development resources. If we do not adequately fund our development efforts, we may not be able to compete effectively, and our business and operating results may be harmed.
  • Our acquisitions of, and investments in, other businesses, products, or technologies may not yield expected benefits and our inability to successfully integrate acquisitions may negatively impact our business, financial condition, and results of operations.
  • We may not be able to find attractive targets for future acquisitions.
  • We face significant competition from both established and new companies offering marketing, sales, and engagement software and other related applications, as well as internally developed software, which may harm our ability to add new customers, retain existing customers, and grow our business.
  • Our business, results of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet any projections that we may provide or the expectations of securities analysts or investors.
  • Since we recognize revenue from subscriptions for our product offerings over the terms of the subscriptions, our financial results in any period may not be indicative of our financial health and future performance.
  • Our sales cycle can be lengthy and unpredictable, which may cause our operating results to vary significantly.
  • Covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business, and if we are not able to comply with such covenants or pay amounts when due, our lenders could accelerate our indebtedness, proceed against certain collateral, or exercise other remedies, which could have a material adverse effect on us.
  • The impacts of geopolitical, macroeconomic, and market conditions, including pandemics, epidemics, and other public health crises, have had, and may continue to have, a significant effect on our industry, which in turn affects how we and our customers are operating our respective businesses. Our business is susceptible to declines or disruptions in the demand for meetings and events, including those due to economic downturns, natural disasters, geopolitical upheaval, and global pandemics.
  • Cybersecurity and data security breaches and ransomware attacks may create financial liabilities for us, damage our reputation, and harm our business.
  • Privacy and data security laws and regulations could impose additional costs and reduce demand for our solutions.
  • Our product offerings, solutions, and internal systems, as well as external internet infrastructure, may be subject to disruption that could harm our reputation and future sales or result in claims against us.
  • Undetected defects in our product offerings could harm our reputation or decrease market acceptance of our product offerings, which would harm our business and results of operations.
  • We rely on internet infrastructure, bandwidth providers, data center providers, other third parties, and our own systems for providing solutions to our customers, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with customers, adversely affecting our brand and our business.
  • If we fail to effectively maintain and enhance our brands, our business may suffer.
  • Any failure to offer high-quality customer support services could adversely affect our relationships with our customers and our operating results.
  • Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.
  • We may need to make significant investments in software development and equipment to improve our business.
  • Adverse litigation results could have a material adverse impact on our business.
  • Failure to protect or enforce our intellectual property rights could harm our business and results of operations.
  • Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could harm our business.
  • Our use of open source software could adversely affect our ability to offer our solutions and subject us to possible litigation.
  • Risks Related to the Ownership of Our Securities
  • In order to support the growth of our business and repay our indebtedness, we will need to seek capital through new equity or debt financings or incur additional indebtedness under our credit facilities, which sources of additional capital may not be available to us on acceptable terms or at all.
  • Future sales of shares of Class A Common Stock may depress the stock price.
  • Issuances of shares of our Class A Common Stock pursuant to any equity lines of credit, the conversion or settlement of amounts outstanding under convertible notes, or the exercise of warrants may result in substantial dilution of our stockholders and may have a negative impact on the market price of our Class A Common Stock.
  • It is not possible to predict the actual number of shares we will sell under certain of our outstanding equity facilities, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under such facilities.
  • Our stock is subject to requirements to remain listed on the Nasdaq Capital Market, including a minimum bid price requirement and stockholders’ equity requirement, and may be delisted if it does not maintain or regain, as applicable, compliance with those requirements.
  • Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.
  • If our Class A Common Stock ceases to be listed on a national securities exchange it will become subject to the so-called “penny stock” rules that impose restrictive sales practice requirements.
  • Our dual class common stock structure has the effect of concentrating significant voting power with our Chief Executive Officer and Co-Founder, Joseph Davy, which may limit an investor’s ability to influence the outcome of important transactions, including a change in control.
  • The market price of our Class A Common Stock has been, and is likely to continue to be, highly volatile, and you may lose some or all of your investment.
  • Volatility in the price of our Class A Common Stock could subject us to securities class action litigation.
  • If securities or industry analysts do not publish research or reports about us, or publish negative reports, then our stock price and trading volume could decline.
  • We have incurred and will continue to incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, results of operations, and financial condition.
  • We have identified material weaknesses in our internal control over financial reporting in the past. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.
  • Our executive officers and directors collectively beneficially own approximately 27.1% of the voting power of our outstanding Common Stock and may have significant influence over the outcome of important transactions, including a change in control.
  • It is not currently anticipated that we will pay dividends on shares of our Class A Common Stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the market price of Class A Common Stock.
  • The DGCL and our Charter and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • Our Charter designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which restricts our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
  • We are a smaller reporting company. We cannot be certain whether the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors or otherwise limit our ability to raise additional funds.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.
  • We may issue additional shares of Common Stock or Preferred Stock, including under our equity incentive plan. Any such issuances would dilute the interest of our stockholders and likely present other risks.
  • Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to our registration statements could reduce the market price of Class A Common Stock.
  • Holders of convertible promissory notes have certain rights upon an event of default under their respective agreements that could harm our business, financial condition and results of operations and could require us to curtail or cease our operations.
  • The exclusive forum clause set forth in the Warrant Agreement may have the effect of limiting an investor’s rights to bring legal action and could limit the investor’s ability to obtain a favorable judicial forum.
  • Outstanding warrants to purchase shares of our Class A Common Stock (the “Warrants”) may never be in the money and they may expire worthless and therefore we may not receive cash proceeds from the exercise of the Warrants. The terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding applicable Warrants approve of such amendment.
  • We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

Legal proceedings

From time to time, we may be party to litigation and subject to claims incident to the ordinary course of our business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows, or financial position. We are not presently party to any legal proceedings that, in the opinion of management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

The opening of Item 3, Legal Proceedings.5

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