Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Cover [Abstract] | |
Document Type | 424B3 |
Amendment Flag | false |
Entity Registrant Name | Banzai International, Inc. |
Entity Central Index Key | 0001826011 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 471,747 | $ 2,093,718 |
Accounts receivable, net of allowance for credit losses of $6,713 and $5,748, respectively | 26,161 | 105,049 |
Prepaid expenses and other current assets | 1,080,936 | 741,155 |
Total current assets | 1,578,844 | 2,939,922 |
Property and equipment, net | 1,819 | 4,644 |
Goodwill | 2,171,526 | 2,171,526 |
Operating lease right-of-use assets | 46,434 | 134,013 |
Other assets | 38,381 | 38,381 |
Total assets | 3,837,004 | 5,288,486 |
Current liabilities: | ||
Accounts payable | 9,429,803 | 6,439,863 |
Accrued expenses and other current liabilities | 4,264,028 | 5,194,240 |
Deferred underwriting fees | 4,000,000 | 4,000,000 |
Deferred fee | 500,000 | |
Earnout liability | 37,125 | 59,399 |
Due to related party | 67,118 | 67,118 |
GEM commitment fee liability | 2,000,000 | |
Deferred revenue | 1,322,238 | 1,214,096 |
Operating lease liabilities, current | 81,708 | 234,043 |
Total current liabilities | 35,610,924 | 37,089,615 |
Other long-term liabilities | 75,000 | 75,000 |
Total liabilities | 35,685,924 | 37,164,615 |
Commitments and contingencies (Note 14) | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 275,000,000 shares authorized and 36,944,935 and 16,019,256 issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 3,695 | 1,602 |
Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2024 and December 31, 2023 | ||
Additional paid-in capital | 23,579,089 | 14,888,593 |
Accumulated deficit | (55,431,704) | (46,766,324) |
Total stockholders’ deficit | (31,848,920) | (31,876,129) |
Total liabilities and stockholders’ deficit | 3,837,004 | 5,288,486 |
Yorkville [Member] | ||
Current liabilities: | ||
Convertible notes | 2,013,000 | 1,766,000 |
Related Party [Member] | ||
Current liabilities: | ||
Convertible notes | 2,540,091 | |
Notes payable - related party | 3,468,124 | 2,505,137 |
Warrant liability - related party | 230,000 | 575,000 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Convertible notes | 3,530,571 | 2,693,841 |
Notes payable - related party | 7,088,209 | 6,659,787 |
Warrant liability - related party | $ 79,000 | $ 641,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 6,713 | $ 5,748 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 36,944,935 | 16,019,256 |
Common stock, shares outstanding | 36,944,935 | 16,019,256 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, par authorized | 75,000,000 | 75,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating income: | ||||
Revenue | $ 1,068,197 | $ 1,193,321 | $ 2,147,669 | $ 2,370,382 |
Cost of revenue | 330,008 | 379,294 | 711,388 | 791,520 |
Gross profit | 738,189 | 814,027 | 1,436,281 | 1,578,862 |
Operating expenses: | ||||
General and administrative expenses | 4,319,014 | 2,929,150 | 8,627,943 | 6,099,213 |
Depreciation expense | 1,261 | 1,621 | 2,825 | 4,025 |
Total operating expenses | 4,320,275 | 2,930,771 | 8,630,768 | 6,103,238 |
Operating loss | (3,582,086) | (2,116,744) | (7,194,487) | (4,524,376) |
Other expenses (income): | ||||
GEM settlement fee expense | 200,000 | |||
Other expense (income), net | 64,145 | (22,145) | 60,027 | (84,683) |
Interest income | (10) | (111) | ||
Gain on extinguishment of liability | (527,980) | |||
Loss on debt issuance | 171,000 | |||
Change in fair value of convertible notes | 34,000 | 578,000 | ||
Yorkville prepayment premium expense | 80,760 | 80,760 | ||
Total other expenses, net | 576,398 | 1,356,837 | 1,465,202 | 2,711,050 |
Loss before income taxes | (4,158,484) | (3,473,581) | (8,659,689) | (7,235,426) |
Income tax expense | 6,624 | 12,472 | 5,691 | 15,749 |
Net loss | $ (4,165,108) | $ (3,486,053) | $ (8,665,380) | $ (7,251,175) |
Net loss per share Basic | $ (0.15) | $ (0.54) | $ (0.39) | $ (1.12) |
Net loss per share Diluted | $ (0.15) | $ (0.54) | $ (0.39) | $ (1.12) |
Weighted average common shares outstanding Basic | 27,091,830 | 6,459,626 | 22,223,722 | 6,456,378 |
Weighted average common shares outstanding Diluted | 27,091,830 | 6,459,626 | 22,223,722 | 6,456,378 |
Nonrelated Party [Member] | ||||
Other expenses (income): | ||||
Interest expense - related party | $ 396,019 | $ 521,420 | $ 847,418 | $ 1,059,298 |
Change in fair value of warrant liability - related party | (154,000) | (562,000) | ||
Change in fair value of simple agreement for future equity - related party | 68,582 | 91,443 | ||
Change in fair value of bifurcated embedded derivative liabilities - related party | (194,643) | (162,228) | ||
Related Party [Member] | ||||
Other expenses (income): | ||||
Interest expense - related party | 385,474 | 552,403 | 962,987 | 935,687 |
Change in fair value of warrant liability - related party | (230,000) | (345,000) | ||
Change in fair value of simple agreement for future equity - related party | 909,418 | 1,212,557 | ||
Change in fair value of bifurcated embedded derivative liabilities - related party | $ (478,198) | $ (340,913) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Related Party [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Yorkville [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Gem [Member] | Common Stock [Member] | Common Stock [Member] Related Party [Member] | Common Stock [Member] Yorkville [Member] | Common Stock [Member] Gem [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Related Party [Member] | Additional Paid-in Capital [Member] Yorkville [Member] | Additional Paid-in Capital [Member] Gem [Member] | Retained Earnings [Member] | Retained Earnings [Member] Related Party [Member] | Retained Earnings [Member] Yorkville [Member] | Retained Earnings [Member] Gem [Member] | Total | Related Party [Member] | Yorkville [Member] | Gem [Member] |
Balance at Dec. 31, 2022 | $ 645 | $ 8,245,359 | $ (32,360,062) | $ (24,114,058) | ||||||||||||||||
Balance, shares at Dec. 31, 2022 | 6,445,599 | |||||||||||||||||||
Stock-based compensation | 402,448 | 402,448 | ||||||||||||||||||
Net loss | (3,765,122) | (3,765,122) | ||||||||||||||||||
Exercise of stock options | $ 1 | 5,542 | 5,543 | |||||||||||||||||
Exercise of stock options, shares | 8,538 | |||||||||||||||||||
Balance at Mar. 31, 2023 | $ 646 | 8,653,349 | (36,125,184) | (27,471,189) | ||||||||||||||||
Balance, shares at Mar. 31, 2023 | 6,454,137 | |||||||||||||||||||
Balance at Dec. 31, 2022 | $ 645 | 8,245,359 | (32,360,062) | (24,114,058) | ||||||||||||||||
Balance, shares at Dec. 31, 2022 | 6,445,599 | |||||||||||||||||||
Net loss | (7,251,175) | |||||||||||||||||||
Balance at Jun. 30, 2023 | $ 647 | 8,879,707 | (39,611,237) | (30,730,883) | ||||||||||||||||
Balance, shares at Jun. 30, 2023 | 6,460,460 | |||||||||||||||||||
Balance at Mar. 31, 2023 | $ 646 | 8,653,349 | (36,125,184) | (27,471,189) | ||||||||||||||||
Balance, shares at Mar. 31, 2023 | 6,454,137 | |||||||||||||||||||
Stock-based compensation | 218,539 | 218,539 | ||||||||||||||||||
Net loss | (3,486,053) | (3,486,053) | ||||||||||||||||||
Exercise of stock options | $ 1 | 7,819 | 7,820 | |||||||||||||||||
Exercise of stock options, shares | 6,323 | |||||||||||||||||||
Balance at Jun. 30, 2023 | $ 647 | 8,879,707 | (39,611,237) | (30,730,883) | ||||||||||||||||
Balance, shares at Jun. 30, 2023 | 6,460,460 | |||||||||||||||||||
Balance at Dec. 31, 2023 | $ 1,602 | 14,888,593 | (46,766,324) | (31,876,129) | ||||||||||||||||
Balance, shares at Dec. 31, 2023 | 16,019,256 | |||||||||||||||||||
Shares issued to Yorkville for convertible notes | $ 89 | $ 223 | $ 2,540,002 | $ 1,666,777 | $ 2,540,091 | $ 1,667,000 | ||||||||||||||
Shares issued to Yorkville for convertible notes, shares | 890,611 | 2,233,735 | ||||||||||||||||||
Shares issued to Yorkville for commitment fee | $ 71 | 499,929 | 500,000 | |||||||||||||||||
Shares issued to Yorkville for commitment fee, shares | 710,025 | |||||||||||||||||||
Shares issued to Roth for advisory fee | $ 18 | 278,815 | 278,833 | |||||||||||||||||
Shares issued to Roth for advisory fee, shares | 175,000 | |||||||||||||||||||
Shares issued to GEM | $ 14 | $ 99,986 | $ 100,000 | |||||||||||||||||
Shares issued to GEM, shares | 139,470 | |||||||||||||||||||
Shares issued for marketing expenses | $ 15 | 194,920 | 194,935 | |||||||||||||||||
Shares issued for marketing expense, shares | 153,492 | |||||||||||||||||||
Forfeiture of sponsor shares | $ (10) | 10 | ||||||||||||||||||
Forfeiture of sponsor shares, shares | (100,000) | |||||||||||||||||||
Stock-based compensation | 252,967 | 252,967 | ||||||||||||||||||
Net loss | (4,500,272) | (4,500,272) | ||||||||||||||||||
Balance at Mar. 31, 2024 | $ 2,022 | 20,421,999 | (51,266,596) | (30,842,575) | ||||||||||||||||
Balance, shares at Mar. 31, 2024 | 20,221,589 | |||||||||||||||||||
Balance at Dec. 31, 2023 | $ 1,602 | 14,888,593 | (46,766,324) | (31,876,129) | ||||||||||||||||
Balance, shares at Dec. 31, 2023 | 16,019,256 | |||||||||||||||||||
Net loss | $ (8,665,380) | |||||||||||||||||||
Exercise of stock options, shares | ||||||||||||||||||||
Balance at Jun. 30, 2024 | $ 3,695 | 23,579,089 | (55,431,704) | $ (31,848,920) | ||||||||||||||||
Balance, shares at Jun. 30, 2024 | 36,944,935 | |||||||||||||||||||
Balance at Mar. 31, 2024 | $ 2,022 | 20,421,999 | (51,266,596) | (30,842,575) | ||||||||||||||||
Balance, shares at Mar. 31, 2024 | 20,221,589 | |||||||||||||||||||
Shares issued to Yorkville for convertible notes | $ 101 | 334,899 | 335,000 | |||||||||||||||||
Shares issued to Yorkville for convertible notes, shares | 1,008,808 | |||||||||||||||||||
Shares issued to GEM | $ 91 | $ 299,909 | $ 300,000 | |||||||||||||||||
Shares issued to GEM, shares | 905,648 | |||||||||||||||||||
Shares issued for marketing expenses | $ 32 | 139,805 | 139,837 | |||||||||||||||||
Shares issued for marketing expense, shares | 320,000 | |||||||||||||||||||
Stock-based compensation | 412,442 | 412,442 | ||||||||||||||||||
Net loss | (4,165,108) | (4,165,108) | ||||||||||||||||||
Issuance of common stock and warrants, net of issuance costs | $ 523 | 1,854,295 | 1,854,818 | |||||||||||||||||
Issuance of common stock and warrants, net of issuance costs, shares | 5,227,780 | |||||||||||||||||||
Shares issued for exercise of Pre-Funded warrants | $ 866 | 866 | ||||||||||||||||||
Shares issued for exercise of Pre-Funded warrants, shares | 8,661,110 | |||||||||||||||||||
Shares issued to Yorkville for redemption premium | $ 60 | $ 115,740 | $ 115,800 | |||||||||||||||||
Shares issued to Yorkville for redemption premium, shares | 600,000 | |||||||||||||||||||
Balance at Jun. 30, 2024 | $ 3,695 | $ 23,579,089 | $ (55,431,704) | $ (31,848,920) | ||||||||||||||||
Balance, shares at Jun. 30, 2024 | 36,944,935 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (8,665,380) | $ (7,251,175) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 2,825 | 4,025 |
Provision for credit losses on accounts receivable | (2,191) | (68,285) |
Non-cash share issuance for marketing expenses | 175,334 | |
Non-cash settlement of GEM commitment fee | 200,000 | |
Amortization of operating lease right-of-use assets | 87,579 | 86,320 |
Stock based compensation expense | 665,409 | 620,987 |
Gain on extinguishment of liability | (527,980) | |
Loss on debt issuance | 171,000 | |
Change in fair value of convertible promissory notes | 578,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 81,079 | 27,168 |
Prepaid expenses and other current assets | (180,343) | (93,137) |
Deferred offering costs | (427,664) | |
Accounts payable | 2,989,940 | 1,218,775 |
Deferred revenue | 108,142 | 32,124 |
Accrued expenses | (123,399) | (336,332) |
Operating lease liabilities | (152,335) | (138,804) |
Earnout liability | (22,274) | (200,000) |
Net cash used in operating activities | (3,812,695) | (4,046,650) |
Cash flows from financing activities: | ||
Payment of GEM commitment fee | (1,200,000) | |
Repayment of convertible notes (Yorkville) | (750,000) | |
Proceeds received for exercise of Pre-Funded warrants | 866 | |
Proceeds from issuance of common stock | 1,854,818 | 13,362 |
Net cash provided by financing activities | 2,190,724 | 3,446,362 |
Net decrease in cash | (1,621,971) | (600,288) |
Cash at beginning of period | 2,093,718 | 1,023,499 |
Cash at end of period | 471,747 | 423,211 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 158,518 | 313,813 |
Cash paid for taxes | 5,075 | 8,825 |
Non-cash investing and financing activities | ||
Shares issued to Roth for advisory fee | 278,833 | |
Shares issued to GEM | 400,000 | |
Shares issued for marketing expenses | 334,772 | |
Settlement of GEM commitment fee | 200,000 | |
Shares issued to Yorkville for commitment fee | 500,000 | |
Shares issued to Yorkville for redemption premium | 115,800 | |
Shares issued for exercise of Pre-Funded warrants | 866 | |
Issuance of convertible promissory note - GEM | 1,000,000 | |
Nonrelated Party [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash share issuance for Yorkville redemption premium | 80,760 | |
Non-cash interest expense - related party | 596,693 | 471,076 |
Amortization of debt discount and issuance costs - related party | 68,459 | 272,670 |
Change in fair value of warrant liability - related party | (562,000) | |
Change in fair value of simple agreement for future equity - related party | 91,443 | |
Change in fair value of bifurcated embedded derivative liabilities - related party | (162,228) | |
Cash flows from financing activities: | ||
Proceeds from Yorkville redemption premium | 35,040 | |
Proceeds from issuance of convertible notes, net of issuance costs - related party | 2,250,000 | 850,000 |
Related Party [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense - related party | 175,517 | 214,830 |
Amortization of debt discount and issuance costs - related party | 787,470 | 719,913 |
Change in fair value of warrant liability - related party | (345,000) | |
Change in fair value of simple agreement for future equity - related party | 1,212,557 | |
Change in fair value of bifurcated embedded derivative liabilities | (162,228) | |
Change in fair value of bifurcated embedded derivative liabilities - related party | (340,913) | |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible notes, net of issuance costs - related party | 2,583,000 | |
Non-cash investing and financing activities | ||
Conversion of convertible notes - related party | 2,540,091 | |
Yorkville [Member] | ||
Non-cash investing and financing activities | ||
Conversion of convertible notes - related party | $ 2,002,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) | $ (4,165,108) | $ (4,500,272) | $ (3,486,053) | $ (3,765,122) | $ (8,665,380) | $ (7,251,175) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization
Organization | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization The Business Banzai International, Inc. (the “Company” or “Banzai”) was incorporated in Delaware on September 30, 2015 Close of the Merger On December 14, 2023 (the “Closing Date”), 7GC & Co. Holdings Inc. (“7GC”), our predecessor company, consummated the business combination pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (the “Original Merger Agreement”), by and among 7GC, Banzai International, Inc. (“Legacy Banzai”), 7GC Merger Sub I, Inc., an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a direct wholly owned subsidiary of 7GC (“Second Merger Sub”), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023 (the “Merger Agreement Amendment” and, together with the Original Merger Agreement, the “Merger Agreement”), by and between 7GC and Legacy Banzai. Pursuant to the terms of the Merger Agreement, a business combination between 7GC and Legacy Banzai was effected through (a) the merger of First Merger Sub with and into Legacy Banzai, with Legacy Banzai surviving as a wholly-owned subsidiary of 7GC (Legacy Banzai, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) (the “First Merger”) and (b) the subsequent merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, which ultimately resulted in Legacy Banzai becoming a wholly-owned direct subsidiary of 7GC (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Merger”). On the Closing Date, and in connection with the closing of the Merger (the “Closing”), 7GC changed its name to Banzai International, Inc. Although 7GC was the legal acquirer of Legacy Banzai in the merger, Legacy Banzai is deemed to be the accounting acquirer, and the historical financial statements of Legacy Banzai became the basis for the historical financial statements of the Company upon the closing of the merger. As a result, the financial statements included here reflect (i) the historical operating results of Legacy Banzai prior to the merger; (ii) the combined results of 7GC and Legacy Banzai following the close of the merger; (iii) the assets and liabilities of Legacy Banzai at their historical cost and (iv) the Legacy Banzai’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger. The aggregate consideration payable to securityholders of Legacy Banzai at the Closing consisted of a number of shares of Class A Common Stock or shares of Class B Common Stock, and cash in lieu of any fractional shares of Class A Common Stock or shares of Class B Common Stock that would otherwise have been payable to any Legacy Banzai securityholders, equal to $ 100,000,000 Note 4 - Reverse Merger Capitalization with 7GC & Co. Holdings Inc. Emerging Growth Company Upon closure of the Merger, the Company became an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies. Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply. Private companies are those companies that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies. Any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, it adopts the new or revised standard at the time private companies adopt the new or revised standard. Therefore, the Company’s financial statements may not be comparable to certain public companies. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern As of June 30, 2024 the Company had cash of approximately $ 0.5 3.8 55.4 The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company’s ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company’s ability to generate profit from sales and positive operating cash flows, which is not assured. The Company’s plans include obtaining future debt and equity financings associated with the close of the Merger described in Note 4 - Reverse Merger Capitalization with 7GC & Co. Holdings Inc.. These accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations of the SEC relating to interim financial statements. The December 31, 2023 balance sheet information was derived from the audited financial statements as of that date. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 1, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the periods ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrant Liability - related party The warrants originally issued in 7GC’s initial public offering (the “Public Warrants”) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statements of operations. The Public Warrants were initially measured at fair value using a Monte Carlo simulation model and have subsequently been measured based on the listed market price of such warrants. Warrant liabilities are classified as current liabilities on the Company’s consolidated balance sheets. Warrant Liability The GEM Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: Schedule of Basic and Diluted Net Loss Per Share 2024 2023 2024 2023 For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss attributable to common stock—basic and diluted $ (4,165,108 ) $ (3,486,053 ) $ (8,665,380 ) $ (7,251,175 ) Denominator: Weighted average shares—basic and diluted 27,091,830 6,459,626 22,223,722 6,456,378 Net loss per share attributable to common stock—basic and diluted $ (0.15 ) $ (0.54 ) $ (0.39 ) $ (1.12 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 As of June 30, 2024 2023 Options 1,682,456 670,247 RSUs 877,903 — Public warrants 11,500,000 — GEM warrants 828,533 — Common warrants 13,888,890 — Placement agent warrants 833,333 — Total 29,611,115 670,247 Antidilutive Securities 29,611,115 670,247 Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Note 7 - Fair Value Measurements Note 11 - Debt Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the three and six months ended June 30, 2024 and 2023. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of June 30, 2024 and December 31, 2023. Recent Accounting Pronouncements Recent accounting pronouncements not yet effective In December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures, which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update intend to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, the addition of a category for other segment items by reportable segment, that all annual segment disclosures be disclosed in interim periods, and other related segment disclosures. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements. |
Reverse Merger Capitalization w
Reverse Merger Capitalization with 7GC & Co. Holdings Inc. | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Reverse Merger Capitalization with 7GC & Co. Holdings Inc. | 4. Reverse Merger Capitalization with 7GC & Co. Holdings Inc. On December 14, 2023 (the “Closing Date”), Banzai consummated the previously announced Merger with 7GC, as a result of which Banzai became a wholly-owned subsidiary of 7GC. While 7GC was the legal acquirer of Banzai in the merger, for accounting purposes, Legacy Banzai was deemed to be the accounting acquirer in the merger. The determination was primarily based on Legacy Banzai’s stockholders having a majority of the voting power in the combined Company, Legacy Banzai having the ability to appoint a majority of the Board of Directors of the Company, Legacy Banzai’s existing management team comprising the senior management of the combined Company, Legacy Banzai comprising the ongoing operations of the combined Company and the combined Company assumed the name “Banzai International, Inc.”. Accordingly, for accounting purposes, the merger was treated as the equivalent of Legacy Banzai issuing stock for the net assets of 7GC, accompanied by a recapitalization. The net assets of 7GC are stated at historical cost, with no goodwill or other intangible assets recorded. Retroactive Restatement for Conversion of Common Stock and Series A Preferred Stock by Applying Exchange Ratio Upon the closing of the merger, holders of Legacy Banzai common stock and Series A preferred stock received shares of common stock in an amount determined by application of the Exchange Ratio. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods, prior to the merger, up to December 14, 2023, to reflect the number of shares of the Company’s common stock, $ 0.0001 0.6147 The aggregate consideration payable to securityholders of Banzai at the Closing Date was equal to $ 100,000,000 3,207,428 0.0001 10.76 34,524,065 0.0001 one On the terms and subject to the conditions set forth in the Merger Agreement, at the Second Effective Time, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time was cancelled and no consideration was delivered therefore. Upon the closing of the merger, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 350,000,000 250,000,000 25,000,000 75,000,000 0.0001 36,944,935 no Effect of Merger on Class A and Class B Common Stock Upon the Close of the Merger, holders of Legacy Banzai common stock and Series A preferred stock were converted into shares of common stock in an amount determined by application of the Exchange Ratio. As noted above, the equity structure has been restated in all comparable periods, prior to the Merger, up to December 14, 2023, to reflect the number of shares of the Company’s common stock, $ 0.0001 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions 7GC Related Party Promissory Notes On December 21, 2022, 7GC issued an unsecured promissory note (the “December 2022 7GC Note”) to the Sponsor, 7GC & Co. Holdings LLC, which provides for borrowings from time to time of up to an aggregate of $ 2,300,000 0.0001 10.00 On October 3, 2023, 7GC issued an additional unsecured promissory note (the “October 2023 7GC Note”, together with the December 2022 7GC Note, the “ 7GC Promissory Notes”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 500,000 no 10.00 Upon Closing of the Merger, Banzai assumed the 7GC Promissory Notes which subsequently converted on February 2, 2024. At the date of conversion, the total balance of the Notes converted was $ 2,540,092 Due to Related Party of 7GC During the year ended December 31, 2023, the Sponsor paid certain expenses on behalf of 7GC. Upon Closing of the Merger, Banzai assumed the $ 67,118 Legacy Banzai Related Party Transactions During 2023, Legacy Banzai issued Promissory Notes and Convertible Notes to related parties. See Note 11 - Debt |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 6. Revenue Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on considerations specified in terms and conditions agreed to by a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the service to the customer, which occurs over time. The Company’s services include providing end-to-end video engagement solutions that provide a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events and other digital and in-person marketing campaigns. As noted within the SOW’s and invoices, agreements range from monthly to annual and Banzai generally provides for net 30 Banzai’s Management believes its exposure to credit risk is sufficiently mitigated by collection through credit card sales or direct payment from established clients. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each, as applicable: Demio The Demio product is a full-stack technology that marketers can leverage live and automated for video marketing content such as webinars and virtual events. Software products are provided to Demio customers for a range of attendees and hosts within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided. Reach While the Reach product is in the process of being phased out, the Company continues to generate revenues from the product. The Reach product provides a multi-channel targeted audience acquisition (via Reach) to bolster engagement and Return on Investment (ROI). Banzai enables marketing teams to create winning webinars and virtual and in-person events that increase marketing efficiency and drive additional revenue. Software products are provided to Reach customers for a range of simultaneous events and registrations within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered. Disaggregation of Revenue The following table summarizes revenue by region based on the billing address of customers for the three months ended June 30, 2024 and 2023: Summary of Revenue by Region Three Months Ended June 30, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Americas $ 587,712 55 % $ 704,626 59 % Europe, Middle East and Africa (EMEA) 360,666 34 % 389,318 33 % Asia Pacific 119,819 11 % 99,377 8 % Total $ 1,068,197 100 % $ 1,193,321 100 % The following table summarizes revenue by region based on the billing address of customers for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Americas $ 1,170,539 55 % $ 1,374,401 62 % Europe, Middle East and Africa (EMEA) 746,916 34 % 797,228 30 % Asia Pacific 230,214 11 % 198,753 8 % Total $ 2,147,669 100 % $ 2,370,382 100 % Contract Balances Accounts Receivable, Net A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. Summary of Accounts Receivable, Net Opening Balance Closing Balance Opening Balance Closing Balance 1/1/2024 6/30/2024 1/1/2023 6/30/2023 Accounts receivable, net $ 105,049 $ 26,161 $ 68,416 $ 109,533 Costs to Obtain a Contract Sales commissions, the principal costs incurred to obtain a contract, are earned when the contract is executed. Management has capitalized these costs and amortized the commission expense over time in accordance with the related contract’s term. For the three and six months ended June 30, 2024, commission expenses were $ 61,146 143,288 91,243 190,619 Capitalized commissions at June 30, 2024 and December 31, 2023 were $ 39,144 51,472 The following summarizes the Costs to obtain a contract activity during the three and six months ended June 30, 2024: Summary of Costs to Obtain Contract Activity Balance - December 31, 2023 $ 51,472 Commissions Incurred 31,610 Deferred Commissions Recognized (44,620 ) Balance - March 31, 2024 38,462 Commissions Incurred 48,316 Deferred Commissions Recognized (47,634 ) Balance - June 30, 2024 $ 39,144 The following summarizes the Costs to obtain a contract activity during the three and six months ended June 30, 2023: Balance - December 31, 2022 $ 69,737 Commissions Incurred 88,928 Deferred Commissions Recognized (104,289 ) Balance - March 31, 2023 54,376 Commissions Incurred 60,777 Deferred Commissions Recognized (75,001 ) Balance - June 30, 2023 $ 40,152 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the periods ended June 30, 2024 and the year ended December 31, 2023. The carrying amount of accounts payable approximated fair value as they are short term in nature. Fair Value on a Non-recurring Basis The fair value of non-financial assets measured at fair value on a non-recurring basis, classified as Level 3 in the fair value hierarchy, is determined based on using market-based approaches, or estimates of discounted expected future cash flows. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value on Recurring Basis Description Level June 30, 2024 December 31, 2023 Liabilities: Warrant liabilities - public 1 $ 230,000 $ 575,000 GEM warrant liabilities 3 $ 79,000 $ 641,000 Yorkville convertible note 3 $ 2,013,000 $ 1,766,000 Warrant Liability - Public Warrants The Company assumed 11,500,000 Note 12 - Warrant Liabilities As of June 30, 2024, the Company recognized a benefit of approximately $ 345,000 The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 1 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2023 $ 575,000 Change in fair value (115,000 ) Balance at March 31, 2024 460,000 Change in fair value (230,000 ) Balance at June 30, 2024 $ 230,000 Warrant Liability - GEM Warrants The measurement of fair value of the GEM Warrants were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). Refer to Note 12 - Warrant Liabilities As of June 30, 2024, the Company recognized a benefit of approximately $ 562,000 The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2023 $ 641,000 Change in fair value (408,000 ) Balance at March 31, 2024 233,000 Change in fair value (154,000 ) Balance at June 30, 2024 $ 79,000 Yorkville Convertible Notes The measurement of fair value of the Yorkville convertible notes were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, term, volatility, risk-free rate, and probability of optional redemption). Refer to Note 11 - Debt As of June 30, 2024, the Company recognized a loss of approximately $ 578,000 The following tables set forth a summary of the changes in the fair value of the Yorkville convertible notes which is a Level 3 financial liability measured at fair value on a recurring basis: Summary of Changes in Fair Value of Yorkville Convertible Note Fair Value Balance at December 31, 2023 $ 1,766,000 Issuance of Yorkville convertible note 2,250,000 Loss on debt issuance 171,000 Payment in shares to settle Yorkville convertible notes (1,667,000 ) Change in fair value 544,000 Balance at March 31, 2024 3,064,000 Payment in shares to settle Yorkville convertible notes (335,000 ) Repayment in cash of Yorkville convertible notes (750,000 ) Change in fair value 34,000 Balance at June 30, 2024 $ 2,013,000 Bifurcated Embedded Derivative Liabilities The fair value of the embedded put options, relating to the Convertible Notes - Related Party, Convertible Notes, and Term and Convertible Notes (CP BF) , 0 Note 11 - Debt The following table sets forth a summary of the changes in the fair value of the bifurcated embedded derivative liabilities for the six months ended June 30, 2023, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Schedule of Derivative Liabilities Related Party Third Party Fair Value Related Party Third Party Balance at December 31, 2022 $ 1,936,827 $ 845,473 Issuance of convertible notes with bifurcated embedded derivative 707,000 — Change in fair value 137,285 32,415 Balance at March 31, 2023 2,781,112 877,888 Issuance of convertible notes with bifurcated embedded derivative 419,451 330,390 Change in fair value (478,198 ) (194,643 ) Balance at June 30, 2023 $ 2,722,365 $ 1,013,635 Simple Agreements for Future Equity (SAFE) During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements (the “SAFEs”). In the event of an Equity Financing (as defined in the SAFEs agreements), the SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15 Note 13 - Simple Agreements for Future Equity The fair value of the SAFEs was determined using a scenario-based method for the pre-modification SAFE’s and a Monte Carlo simulation method for the post-modification SAFEs. The value of the SAFE liability as of December 31, 2023 is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the SAFEs on the date of issuance was determined to be $ 3,836,000 0 Note 13 - Simple Agreements for Future Equity The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 13 - Simple Agreements for Future Equity Schedule of Fair Value Measurements Related Party Third Party Fair Value Related Party Third Party Balance at December 31, 2022 $ 8,802,196 $ 663,804 Change in fair value 303,139 22,861 Balance at March 31, 2023 9,105,335 686,665 Change in fair value 909,418 68,582 Balance at June 30, 2023 $ 10,014,753 $ 755,247 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at the dates indicated: Summary of Prepaid Expenses and Other Current Assets June 30, 2024 December 31, 2023 Prepaid expenses and other current assets: Service Trade $ 302,055 $ 364,384 Prepaid insurance costs 282,265 17,661 Prepaid advertising and marketing costs 259,438 11,074 Prepaid software costs 97,912 29,887 Prepaid commissions 39,144 51,472 Prepaid data license and subscription costs 34,375 53,124 Prepaid merchant fees 28,488 26,224 Prepaid consulting costs 26,539 120,332 Other current assets 10,720 66,997 Total prepaid expenses and other current assets $ 1,080,936 $ 741,155 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at the dates indicated: Summary of Accrued Expenses and Other Current Liabilities June 30, 2024 December 31, 2023 Accrued expenses and other current liabilities: Accrued accounting and professional services costs $ 2,458,192 $ 1,511,889 Accrued subscription costs 510,549 22,110 Sales tax payable 363,883 314,873 Excise tax payable 223,717 223,717 Accrued legal costs 159,417 2,694,439 Accrued payroll and benefit costs 123,335 185,504 Deposits 52,000 54,102 Accrued streaming service costs 48,218 37,765 Other current liabilities 324,717 149,841 Total accrued expenses and other current liabilities $ 4,264,028 $ 5,194,240 |
Deferred Revenue
Deferred Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Revenue | |
Deferred Revenue | 10. Deferred Revenue Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the six months ended June 30, 2024 and 2023, the Company recognized $ 861,496 887,219 The change in deferred revenue was as follows for the periods indicated: Summary of Changes in Deferred Revenue Six Months Ended Year Ended June 30, 2024 December 31, 2023 Deferred revenue, beginning of period $ 1,214,096 $ 930,436 Billings 2,255,811 4,781,924 Revenue recognized (prior year deferred revenue) (861,496 ) (930,436 ) Revenue recognized (current year deferred revenue) (1,286,173 ) (3,567,828 ) Deferred revenue, end of period $ 1,322,238 $ 1,214,096 The deferred revenue balance is short-term and included under current liabilities on the accompanying unaudited condensed consolidated balance sheet. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt Convertible Notes Convertible Notes - Related Party During 2022 and 2023, the Company issued subordinated convertible promissory notes to related parties Alco Investment Company (“Alco”), Mason Ward, DNX, and William Bryant. Alco held approximately 5 5 8 For the three and six months ended June 30, 2023, the Company recorded a $ 707,000 1,126,451 552,403 125,352 427,051 935,687 215,774 719,913 March 2023 Amendment In March 2023, the Related Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the First Amendment. Accordingly, the Company accounted for the First Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the First Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future. Convertible Notes - Third Party During 2022 and 2023, the Company issued additional subordinated convertible notes (the “Third Party Convertible Notes”). The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement). For the three and six months ended June 30, 2023, the Company recorded a $ 0 330,390 142,353 37,845 104,508 293,977 72,562 221,415 March 2023 Amendment In March 2023, the Third Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the First Amendment. Accordingly, the Company accounted for the First Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the First Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future. The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2023: Summary of Related Party and Third Party Convertible Notes Related Party Third Party Face value of the convertible notes $ 6,783,538 $ 3,196,206 Debt discount, net (131,867 ) (83,688 ) Carrying value of the convertible notes 6,651,671 3,112,518 Accrued interest 619,697 233,714 Conversion of convertible notes (7,271,368 ) (3,346,232 ) Total convertible notes and accrued interest $ — $ — Promissory Notes Promissory Notes - Related Party On August 30, 2023, the Company issued a subordinate promissory note (“Alco August Promissory Note”) in the aggregate principal amount of $ 150,000 10 8 April 29, 2024 3,711 2,908 2,992 84 8,357 5,983 2,374 150,000 10,027 4,044 On September 13, 2023, the Company issued a subordinate promissory note (“Alco September Promissory Note”) in the aggregate principal amount of up to $ 1,500,000 8 September 30, 2024 8,588 638,808 95,935 29,918 66,017 187,498 59,836 127,662 1,500,000 90,411 30,575 On November 16, 2023, the Company issued a subordinate promissory note (“Alco November Promissory Note”) in the aggregate principal amount of up to $ 750,000 8 April 13, 2024 363,905 31,036 14,959 45,995 217,249 29,918 187,331 750,000 37,315 7,397 On December 13, 2023, the Company issued a subordinate promissory note (“Alco December Promissory Note”) in the aggregate principal amount of up to $ 2,000,000 8 December 31, 2024 1,496,252 317,667 39,890 277,777 549,883 79,780 470,103 2,000,000 87,670 7,890 In connection with the issuances of the Alco September, November, and December Promissory Notes, the Company, 7GC and the Sponsor entered into share transfer agreements (the “Alco Share Transfer Agreements”) with Alco Investment Company. Pursuant to which for each $ 10.00 10.00 150,000 75,000 600,000 180 For the Alco Share Transfer Agreements, the Company considered the guidance under ASC 815, Derivatives and Hedging, and determined that the Investor Shares underlying each of the Share Transfer Agreements described above, met the definition of a freestanding financial instrument and are not precluded from being considered indexed to the Company’s common stock. The Company determined that these shares represent a freestanding equity contract issued to the lender, resulting in a discount recorded on the notes when they are issued. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized if the contracts continue to be classified in equity. The measurement of fair value was determined utilizing various put option models in estimating the discount lack of marketability (the “DLOM”) applied to the public share price as the shares underlying each of the Share Transfer Agreements are subject to a lock-up period pursuant to each agreement, to estimate the fair value of the shares transferred. Option pricing models assume that the cost to purchase a stock option relates directly to the measurement of the DLOM. The logic behind these models is that investors may be able to quantify this price risk, due to lack of marketability, over a particular holding period where price volatility is usually estimated as a proxy for risk. The inputs and assumptions utilized in the fair value estimation included the Company’s stock price on the measurement date, a DLOM as described above, the number of shares pursuant to each Share Transfer Agreement, and a probability weighted factor for the Company’s expected percentage of completing its Business Combination, at each Share Transfer Agreement date. For the Alco September Promissory Note, of which $ 1,000,000 0.77 1,000,000 180 54.0 5.3 10.7 16.0 12.5 80 For the remaining $ 500,000 0.72 500,000 180 52.0 5.4 10.0 15.0 11.5 80 For the Alco November Promissory Note, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 208 days (approximately 0.60 180 54.0 5.2 9.5 15.0 11.5 100 For the Alco December Promissory Note, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 180 days (approximately 0.49 180 47.0 5.2 7.5 12.0 9.0 100 April 2024 and May 2024 Amendment On April 18, 2024, the Company amended the Alco August Promissory Note and Alco November Promissory Note to extend the maturity dates of each note to May 31, 2024 (the “Alco April 2024 Amendment”). On May 30, 2024, both parties agreed to again amend the Alco August Promissory Note and Alco November Promissory Note to further amend the maturity date to the earlier of (a) August 29, 2024 or (b) the closing of the next transaction (an “Offering”) in which the Company sells any of its Common Stock for cash with net proceeds of $ 4,000,000 Promissory Notes - 7GC The Company assumed two 2,540,091 890,611 Promissory Note - GEM On December 14, 2023, the Company and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) agreed to terminate in its entirety the GEM Agreement, pursuant to which GEM was to purchase from the Company shares of common stock having an aggregate value up to $ 100,000,000 3 2.0 five 0 2.0 2.0 On February 5, 2024, the Company and GEM entered into a settlement agreement (the “GEM Settlement Agreement”), pursuant to which (a) the Company and GEM agreed to (i) settle the Company’s obligations under and terminate the binding term sheet entered into between Legacy Banzai and GEM, dated December 13, 2023, and (ii) terminate the share repurchase agreement, dated May 27, 2022, by and among the Company and GEM, and (b) the Company (i) agreed to pay GEM $ 1.2 1.0 100,000 1.2 The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, the Company shall issue to GEM a number of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of the Class A Common Stock for the trading day immediately preceding the applicable payment due date. In addition, the Company agreed to register on a registration statement 2,000,000 As of June 30, 2024, the Company has issued an aggregate of 1,045,118 600,000 Convertible Promissory Notes (Yorkville) On December 14, 2023, in connection with and pursuant to the terms of its Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), (refer to Note 15 - Equity 3,500,000 2,000,000 1,800,000 200,000 On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “SEPA Supplemental Agreement”) to increase the amount of convertible promissory notes allowed to be issued under SEPA by $ 1,000,000 4,500,000 1,000,000 900,000 100,000 On March 26, 2024, the Company, in exchange for a convertible promissory note with a principal amount of $ 1,500,000 1,250,000 250,000 On May 3, 2024, the Company and Yorkville entered into a Debt Repayment Agreement (the “Original Debt Repayment Agreement”) with respect to the Yorkville Promissory Notes. Under the Original Debt Repayment Agreement, Yorkville agreed that, upon completion of a Company registered offering and repayment of an aggregate $ 2,000,000 200,000 0.0001 On May 22, 2024, the Company and Yorkville entered into an Amended and Restated Debt Repayment Agreement (the “Amended Debt Repayment Agreement”) with respect to the Yorkville Promissory Notes, which amends and restates the Original Debt Repayment Agreement. Under the Amended Debt Repayment Agreement, Yorkville has agreed that, upon completion of a registered offering and repayment of an aggregate $ 750,000 75,000 Pursuant to the terms of the Amended Repayment Agreement, the Company made a cash principal payment of $ 750,000 600,000 75,000 110,040 75,000 35,040 115,800 The Yorkville Promissory Notes have a maturity date (as modified by the Amended Debt Repayment Agreement) of September 25, 2024 0 18 Yorkville has the right to convert any portion of the outstanding principal into shares of Class A common stock at any time subsequent to the Stand-still Period through maturity. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by Yorkville) divided by the Conversion Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15). Yorkville will not have the right to convert any portion of the principal to the extent that after giving effect to such conversion, Yorkville would beneficially own in excess of 9.99 Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10 Upon the occurrence of certain triggering events, as defined in the Yorkville Promissory Notes agreement (each an “Amortization Event”), the Company may be required to make monthly repayments of amounts outstanding under the Yorkville Promissory Notes, with each monthly repayment to be in an amount equal to the sum of (x) $ 1,000,000 10 During January 2024, the Company’s stock price per share fell below the then in effect Floor Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15) of $ 2.00 0.294 During the three and six months ended June 30, 2024, $ 300,000 800,000 1,008,808 1,797,019 1,000,000 1,445,524 As of June 30, 2024 and December 31, 2023, the principal amount outstanding under the Yorkville Promissory Notes was $ 1,950,000 2,000,000 80,760 The Yorkville Promissory Notes are required to be measured at fair value pursuant to ASC 480 Distinguishing Liabilities from Equity 2,013,000 1,766,000 1.88 71 0.46 14 5.28 10.0 During the three and six months ended June 30, 2024, the Company recorded a loss of $ 34,000 578,000 0.17 125 0.24 20.6 5.48 75.0 Term and Convertible Notes (CP BF) During 2021, the Company entered into a loan agreement with CP BF Lending, LLC (“CP BF”) comprised of a Term Note and a Convertible Note. The Term Note bears cash interest at a rate of 14 1.5 15.5 For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets. The effective interest rate for the Term Note was 16 294,613 586,940 267,359 533,707 27,254 53,233 284,097 562,261 264,320 523,763 19,777 38,498 The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Note was 16 121,448 237,859 112,908 221,504 8,540 16,355 101,719 200,151 95,534 187,394 6,185 12,757 The Company utilizes a combination of scenario-based methods and Black-Scholes option pricing models to determine the average share count outstanding at conversion and the simulated price per share for the Company as of the valuation date. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. The following table presents the CP BF convertible notes as of June 30, 2024: Summary of Convertible Notes Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (26,757 ) Carrying value of the CB BF convertible notes 1,794,588 Accrued interest 1,135,983 Total CB BF convertible notes and accrued interest $ 2,930,571 The following table presents the CP BF convertible notes as of December 31, 2023: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (41,983 ) Carrying value of the CB BF convertible notes 1,779,362 Accrued interest 914,479 Total CB BF convertible notes and accrued interest $ 2,693,841 The following table presents the CP BF term note as of June 30, 2024: Face value of the CB BF term note $ 6,500,000 Debt discount, net (76,353 ) Carrying value of the CB BF term note 6,423,647 Accrued interest 664,562 Total CB BF term note and accrued interest $ 7,088,209 The following table presents the CP BF term note as of December 31, 2023: Face value of the CB BF term note $ 6,500,000 Debt discount, net (129,586 ) Carrying value of the CB BF term note 6,370,414 Accrued interest 289,373 Total CB BF term note and accrued interest $ 6,659,787 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liabilities | 12. Warrant Liabilities Public Warrants The Company assumed 11,500,000 The Public Warrants have an exercise price of $ 11.50 five years The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No 60 Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $ 18.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the closing price per share of Class A Common Stock equals or exceeds $ 18.00 The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of shares of Class A Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price per share of Class A Common Stock may fall below the $ 18.00 11.50 No GEM Financing Arrangement In association with the GEM Letter, see Note 11 - Debt 828,533 6.49 The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the Effective Time, the GEM Warrant has not been exercised in full and the average closing price per share of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of common stock, or securities convertible into or exercisable or exchange for, shares of common stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such common stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Company’s stockholders and the GEM Warrants will expire upon payment. The Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). As of June 30, 2024 and December 31, 2023, the fair value of the Warrants, as determined by the Monte Carlo simulation option pricing model, were $ 79,000 641,000 If the per share market value of one share of Class A Common Stock is greater than the then-current exercise price, then GEM will have the option to exercise the GEM Warrant on a cashless basis and receive a number of shares of Class A Common Stock equal to (x) the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, less (y) the product of the then-current exercise price and the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, divided by the per share market value of one share of Class A Common Stock. The GEM Warrant may not be exercised if such exercise would result in the beneficial ownership of the holder and its affiliates in excess of 9.99 |
Simple Agreements for Future Eq
Simple Agreements for Future Equity | 6 Months Ended |
Jun. 30, 2024 | |
Simple Agreements For Future Equity | |
Simple Agreements for Future Equity | 13. Simple Agreements for Future Equity Simple Agreements for Future Equity - Related Party During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with related parties Alco, DNX and William Bryant (See Note 11 - Debt 3,567,000 15 3,567,000 909,418 1,212,557 The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Related Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On December 14, 2023, all outstanding principal related to the Related Party SAFEs at a carrying value of $ 6,049,766 551,949 Simple Agreements for Future Equity - Third Party During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with third party investors (the “Third Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $ 269,000 15 269,000 68,582 91,443 The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Third Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On December 14, 2023, all outstanding principal related to the Third Party SAFEs at a carrying value of $ 456,234 41,626 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Leases The Company has operating leases for its real estate across multiple states. The operating leases have remaining lease terms of approximately 0.26 The lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate to discount remaining lease payments. Leases with an initial term of twelve months or less are not recorded on the balance sheet. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. The Company has not entered into any lease arrangements with related parties. The Company’s existing leases contain escalation clauses and renewal options. The Company is not reasonably certain that renewal options will be exercised upon expiration of the initial terms of its existing leases. The Company entered into a sublease which it has identified as an operating lease prior to the adoption of ASC 842 Leases The components of lease expense for the three months ended June 30, 2024 and 2023, are as follows: Schedule of Components of Lease Expense Components of lease expense: 2024 2023 For the Three Months Ended June 30, Components of lease expense: 2024 2023 Operating lease cost $ 46,140 $ 50,440 Lease impairment cost - - Sublease income (52,542 ) (51,082 ) Total lease (income) cost $ (6,402 ) $ (642 ) The components of lease expense for the six months ended June 30, 2024 and 2023, are as follows: Components of lease expense: 2024 2023 For the Six Months Ended June 30, Components of lease expense: 2024 2023 Operating lease cost $ 93,384 $ 101,888 Lease impairment cost - - Sublease income (105,084 ) (102,165 ) Total lease (income) cost $ (11,700 ) $ (277 ) Supplemental cash flow information related to leases are as follows: Schedule of Supplemental Cash Flow Information Related to Leases Supplemental cash flow information: 2024 2023 For the Six Months Ended June 30, Supplemental cash flow information: 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Non-cash lease expense (operating cash flow) $ 87,579 $ 86,320 Change in lease liabilities (operating cash flow) (152,335 ) (138,804 ) Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases Operating leases: June 30, 2024 December 31, 2023 Operating lease right-of-use assets $ 46,434 $ 134,013 Operating lease liability, current 81,708 234,043 Operating lease liability, non-current - Total operating lease liabilities $ 81,708 $ 234,043 Weighted-average remaining lease term: June 30, 2024 December 31, 2023 Operating leases (in years) 0.26 0.76 Weighted-average discount rate: June 30, 2024 December 31, 2023 Operating leases 6.83 % 6.76 % Future minimum lease payments under non-cancellable lease as of June 30, 2024, are as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Maturities of lease liabilities: Year Ending December 31, Remainder of 2024 $ 82,679 Year Ending December 31, 2024 $ - Total undiscounted cash flows 82,679 Less discounting (971 ) Present value of lease liabilities $ 81,708 Cantor Fee Agreement In connection with the Merger, 7GC previously agreed to pay Cantor Fitzgerald & Co. (“Cantor” or “CF&CO”) an Original Deferred Fee of $ 8,050,000 4,050,000 8,050,000 4,000,000 Pursuant to the Fee Reduction Agreement, the Company agreed to use its reasonable best efforts to have the registration statement declared effective by the SEC by the 120th calendar day after December 29, 2023, the date of the initial filing thereof, and to maintain the effectiveness of such registration statement until the earliest to occur of (i) the second anniversary of the date of the effectiveness thereof, (ii) the Cantor Fee Shares shall have been sold, transferred, disposed of or exchanged by Cantor, and (iii) the Cantor Fee Shares issued to Cantor may be sold without registration pursuant to Rule 144 under the Securities Act (such obligations, the “Cantor Registration Rights Obligations”). Although the Company issued the Cantor Fee Shares, as of June 30, 2024, the Company has not satisfied its Cantor Registration Rights Obligations. As such, the Company cannot conclude that it has settled its outstanding obligations to Cantor. Therefore, neither criteria under ASC 405 for extinguishment and derecognition of the liability were satisfied and the $ 4,000,000 At each interim and annual period after December 31, 2023, the Company will monitor its compliance with the Cantor Registration Rights Obligations to determine whether the entire amount of the Reduced Deferred Fee has become due and payable in cash, or the Company’s obligations have been satisfied and the remaining liability should be derecognized. At such time as the Company’s obligations under the Fee Reduction Agreement have been satisfied the relief of the liability will be recorded through equity. Roth Addendum to Letter Agreements On October 13, 2022, Roth Capital Partners, LLC (“Roth”) and Legacy Banzai entered into the Roth Engagement Letter, pursuant to which Legacy Banzai engaged Roth as a financial advisor in connection with the Merger and, on October 14, 2022, MKM and 7GC entered into the MKM Engagement Letter, pursuant to which 7GC engaged MKM as a financial advisor in connection with the Merger. In February 2023, Roth acquired MKM. On December 8, 2023, the Company received an invoice from Roth for an advisory fee in the amount of $ 1,100,000 6,813 1,106,813 On February 2, 2024, the Company and Roth entered into an addendum to (i) the engagement letter, dated October 13, 2022, by and between Roth and Legacy Banzai, and (ii) the engagement letter, dated October 14, 2022, by and between Roth (as successor to MKM Partners, LLC) and 7GC (such engagement agreements, collectively, the “Roth Engagement Agreements,” and such addendum, the “Roth Addendum”). Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 300,000 300,000 600,000 600,000 300,000 On February 2, 2024, the Company issued the 175,000 278,833 300,000 300,000 175,000 806,813 577,513 Legal Matters In the regular course of business affairs and operations, the Company is subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. The Company assesses the probability that they may incur a liability in connection with certain of these lawsuits. The Company’s assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, the Company does not currently possess sufficient information to determine a range of reasonably possible liability. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Equity | 15. Equity Class A and B Common Stock The Company is authorized to issue up to 275,000,000 250,000,000 25,000,000 0.0001 As discussed in Note 4 - Reverse Merger Capitalization with 7GC & Co. Holdings Inc. The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon. There were 36,944,935 34,633,801 2,311,134 16,019,256 13,708,122 2,311,134 May 22, 2024 Equity Financing On May 22, 2024, Banzai entered into a securities purchase agreement with accredited investors, providing for the issuance and sale of 5,227,780 8,661,110 13,888,890 0.18 0.18 0.0001 2.5 A.G.P./Alliance Global Partners (“AGP”) acted as placement agent for the May 2024 Offering, pursuant to a placement agency agreement, dated May 22, 2024, between the Company and AGP (the “Placement Agency Agreement”). Under the Placement Agency Agreement, AGP received a fee in the form of (a) a cash fee equal to 7.0% of the aggregate purchase price paid by each purchaser of securities that were sold in the May 2024 Offering (the “Cash Fee”); provided, however, that the Cash Fee was reduced by an amount equal to $ 25,000 The Company additionally incurred approximately $ 409,000 May 22, 2024 Common Warrants As discussed above, on May 22, 2024, in conjunction with the issuance and sale of 5,227,780 13,888,890 0.18 0.18 five years 87 4.6 0 722,000 May 22, 2024 Pre-Funded Warrants As discussed above, on May 22, 2024, in conjunction with the issuance and sale of 5,227,780 8,661,110 660,000 May 22, 2024 Placement Agent Warrants As discussed above, on May 22, 2024, in conjunction with the issuance and sale of 5,227,780 833,333 100,000 0.18 0.18 five years 87 4.6 0 Preferred Stock The Company is authorized to issue 75,000,000 0.0001 no Yorkville Standby Equity Purchase Agreement (“SEPA”) On December 14, 2023, the Company entered into the SEPA with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”) in connection with the Merger. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to up to $ 100,000,000 0.0001 Each advance (each, an “Advance”) the Company requests under the SEPA (notice of such request, an “Advance Notice”) may be for a number of shares of Class A common stock up to the greater of (i) 500,000 9.99 (i) 95 (ii) 96 Any purchase under an Advance would be subject to certain limitations, including that Yorkville shall not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 9.99 19.99 0.0001 The SEPA Option was determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument or to be recognized within equity. Pursuant to ASC 815 Derivatives and Hedging 0 In connection with the execution of the SEPA, the Company agreed to pay a commitment fee of $ 500,000 710,025 Pursuant to the terms of the SEPA, at any time that there is a balance outstanding under the Yorkville Promissory Notes, Yorkville has the right to receive shares to pay down the principal balance, and may select the timing and delivery of such shares (via an “Investor Notice”), in an amount up to the outstanding principal balance on the Yorkville Promissory Notes at a purchase price equal to the lower of (i) $ 10.00 90 2.00 The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. 75 2.00 There were no Advance Notices issued pursuant to the SEPA during the period ended June 30, 2024 or as of the date that these financial statements were issued, apart from the Premium Advance which was issued pursuant to the terms of the Amended Debt Agreement (see Note 11 - Debt |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 16. Stock-Based Compensation During 2023, the Company adopted the 2023 Employee Stock Purchase Plan (the “Purchase Plan”). The Purchase Plan permits eligible employees of the Company and certain designated companies as determined by the Board of Directors, to purchase shares of the Company’s Common Stock. The aggregate number of shares of common stock that may be purchased pursuant to the Purchase Plan is equal to 2% of the fully diluted common stock determined at the Close of the Merger Agreement, determined to be 572,172 10 January 1, 2033 572,172 572,172 During 2023, the Company adopted the 2023 Equity Incentive Plan (the “Plan”). The Plan permits the granting of incentive stock options, nonstatutory stock options, SARs, restricted stock awards, RSU awards, performance awards, and other awards. to employees, directors, and consultants. The aggregate number of shares of common stock that may be issued will not exceed approximately 12.5% of the fully diluted common stock determined at the Close of the Merger, determined to be 3,576,076 ten years January 1, 2033 3,576,076 1,763,803 3,576,076 The Company accounts for stock-based payments pursuant to ASC 718 Stock Compensation The following table summarizes assumptions used to compute the fair value of options granted: Summary of Assumptions Used to Compute Fair Value June 30, 2024 June 30, 2023 Stock price $ 0.29 0.61 $ 8.22 9.56 Exercise price $ 0.29 5.00 $ 11.98 Expected volatility 75.00 85.00 % 80.00 99.03 % Expected term (in years) 5.75 10.00 5.25 6.08 Risk-free interest rate 4.20 4.50 % 3.46 4.31 % A summary of stock option activity under the Plan is as follows: Summary of Stock Option Activity Shares Weighted Weighted Intrinsic Outstanding at December 31, 2023 748,086 $ 5.87 8.43 $ 103,662 Granted 1,398,500 2.91 9.87 Exercised — — Expired — — Forfeited (464,130 ) 4.78 Outstanding at June 30, 2024 1,682,456 $ 3.71 9.17 $ 1,807 Exercisable at June 30, 2024 433,767 $ 4.96 8.34 $ 1,807 In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $ 457,231 620,987 0.17 8.53 1,262,655 2,575,808 3.80 2.97 RSUs During the three and six months ended June 30, 2024, the Company began issuing RSUs to employees and to non-employee directors. Each RSU entitles the recipient to one share of Class A Common Stock upon vesting. We measure the fair value of RSUs using the stock price on the date of grant. Stock-based compensation expense for employee-granted RSUs is recorded ratably over their vesting period of four years A summary of the activity with respect to, and status of, RSUs during the six months ended June 30, 2024 is presented below: Summary of Activity with Respect Status of, RSUs Units Weighted Average Outstanding at December 31, 2023 — $ — Granted 892,543 0.53 Vested — — Forfeited (14,640 ) 0.29 Outstanding at June 30, 2024 877,903 $ 0.54 For the six months ended June 30, 2024, the Company recorded stock-based compensation expense of $ 208,178 263,144 1.3 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes The Company estimates an annual effective tax rate of 0 Due to the Company’s history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company cannot currently support that realization of its deferred tax assets is more likely than not. At June 30, 2024, the Company had no unrecognized tax benefits that would reduce the Company’s effective tax rate if recognized. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On July 5, 2024, the Company issued 588,235 On July 22, 2024, the Company entered into a subordinated business loan and security agreement (the “Subordinated Business Loan and Security Agreement”) with Agile Lending, LLC and Agile Capital Funding, LLC as the collateral agent. On July 22, 2024 the Company issued a subordinated secured promissory note for an aggregate principal amount of $ 787,500 750,000 37,500 February 5, 2025 42 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations of the SEC relating to interim financial statements. The December 31, 2023 balance sheet information was derived from the audited financial statements as of that date. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 1, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the periods ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrant Liability - related party The warrants originally issued in 7GC’s initial public offering (the “Public Warrants”) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statements of operations. The Public Warrants were initially measured at fair value using a Monte Carlo simulation model and have subsequently been measured based on the listed market price of such warrants. Warrant liabilities are classified as current liabilities on the Company’s consolidated balance sheets. Warrant Liability The GEM Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). |
Loss Per Share | Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: Schedule of Basic and Diluted Net Loss Per Share 2024 2023 2024 2023 For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss attributable to common stock—basic and diluted $ (4,165,108 ) $ (3,486,053 ) $ (8,665,380 ) $ (7,251,175 ) Denominator: Weighted average shares—basic and diluted 27,091,830 6,459,626 22,223,722 6,456,378 Net loss per share attributable to common stock—basic and diluted $ (0.15 ) $ (0.54 ) $ (0.39 ) $ (1.12 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 As of June 30, 2024 2023 Options 1,682,456 670,247 RSUs 877,903 — Public warrants 11,500,000 — GEM warrants 828,533 — Common warrants 13,888,890 — Placement agent warrants 833,333 — Total 29,611,115 670,247 Antidilutive Securities 29,611,115 670,247 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Note 7 - Fair Value Measurements Note 11 - Debt |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the three and six months ended June 30, 2024 and 2023. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of June 30, 2024 and December 31, 2023. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements not yet effective In December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures, which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update intend to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, the addition of a category for other segment items by reportable segment, that all annual segment disclosures be disclosed in interim periods, and other related segment disclosures. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The calculation of basic and diluted net loss per share attributable to common stock was as follows: Schedule of Basic and Diluted Net Loss Per Share 2024 2023 2024 2023 For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss attributable to common stock—basic and diluted $ (4,165,108 ) $ (3,486,053 ) $ (8,665,380 ) $ (7,251,175 ) Denominator: Weighted average shares—basic and diluted 27,091,830 6,459,626 22,223,722 6,456,378 Net loss per share attributable to common stock—basic and diluted $ (0.15 ) $ (0.54 ) $ (0.39 ) $ (1.12 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 As of June 30, 2024 2023 Options 1,682,456 670,247 RSUs 877,903 — Public warrants 11,500,000 — GEM warrants 828,533 — Common warrants 13,888,890 — Placement agent warrants 833,333 — Total 29,611,115 670,247 Antidilutive Securities 29,611,115 670,247 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue by Region | The following table summarizes revenue by region based on the billing address of customers for the three months ended June 30, 2024 and 2023: Summary of Revenue by Region Three Months Ended June 30, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Americas $ 587,712 55 % $ 704,626 59 % Europe, Middle East and Africa (EMEA) 360,666 34 % 389,318 33 % Asia Pacific 119,819 11 % 99,377 8 % Total $ 1,068,197 100 % $ 1,193,321 100 % The following table summarizes revenue by region based on the billing address of customers for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Americas $ 1,170,539 55 % $ 1,374,401 62 % Europe, Middle East and Africa (EMEA) 746,916 34 % 797,228 30 % Asia Pacific 230,214 11 % 198,753 8 % Total $ 2,147,669 100 % $ 2,370,382 100 % |
Summary of Accounts Receivable, Net | Summary of Accounts Receivable, Net Opening Balance Closing Balance Opening Balance Closing Balance 1/1/2024 6/30/2024 1/1/2023 6/30/2023 Accounts receivable, net $ 105,049 $ 26,161 $ 68,416 $ 109,533 |
Summary of Costs to Obtain Contract Activity | The following summarizes the Costs to obtain a contract activity during the three and six months ended June 30, 2024: Summary of Costs to Obtain Contract Activity Balance - December 31, 2023 $ 51,472 Commissions Incurred 31,610 Deferred Commissions Recognized (44,620 ) Balance - March 31, 2024 38,462 Commissions Incurred 48,316 Deferred Commissions Recognized (47,634 ) Balance - June 30, 2024 $ 39,144 The following summarizes the Costs to obtain a contract activity during the three and six months ended June 30, 2023: Balance - December 31, 2022 $ 69,737 Commissions Incurred 88,928 Deferred Commissions Recognized (104,289 ) Balance - March 31, 2023 54,376 Commissions Incurred 60,777 Deferred Commissions Recognized (75,001 ) Balance - June 30, 2023 $ 40,152 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Class of Warrant or Right [Line Items] | |
Schedule of Fair Value on Recurring Basis | The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value on Recurring Basis Description Level June 30, 2024 December 31, 2023 Liabilities: Warrant liabilities - public 1 $ 230,000 $ 575,000 GEM warrant liabilities 3 $ 79,000 $ 641,000 Yorkville convertible note 3 $ 2,013,000 $ 1,766,000 |
Summary of Changes in Fair Value of Yorkville Convertible Note | The following tables set forth a summary of the changes in the fair value of the Yorkville convertible notes which is a Level 3 financial liability measured at fair value on a recurring basis: Summary of Changes in Fair Value of Yorkville Convertible Note Fair Value Balance at December 31, 2023 $ 1,766,000 Issuance of Yorkville convertible note 2,250,000 Loss on debt issuance 171,000 Payment in shares to settle Yorkville convertible notes (1,667,000 ) Change in fair value 544,000 Balance at March 31, 2024 3,064,000 Payment in shares to settle Yorkville convertible notes (335,000 ) Repayment in cash of Yorkville convertible notes (750,000 ) Change in fair value 34,000 Balance at June 30, 2024 $ 2,013,000 |
Schedule of Derivative Liabilities | The following table sets forth a summary of the changes in the fair value of the bifurcated embedded derivative liabilities for the six months ended June 30, 2023, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Schedule of Derivative Liabilities Related Party Third Party Fair Value Related Party Third Party Balance at December 31, 2022 $ 1,936,827 $ 845,473 Issuance of convertible notes with bifurcated embedded derivative 707,000 — Change in fair value 137,285 32,415 Balance at March 31, 2023 2,781,112 877,888 Issuance of convertible notes with bifurcated embedded derivative 419,451 330,390 Change in fair value (478,198 ) (194,643 ) Balance at June 30, 2023 $ 2,722,365 $ 1,013,635 |
Schedule of Fair Value Measurements | The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 13 - Simple Agreements for Future Equity Schedule of Fair Value Measurements Related Party Third Party Fair Value Related Party Third Party Balance at December 31, 2022 $ 8,802,196 $ 663,804 Change in fair value 303,139 22,861 Balance at March 31, 2023 9,105,335 686,665 Change in fair value 909,418 68,582 Balance at June 30, 2023 $ 10,014,753 $ 755,247 |
Public Warrants Liability [Member] | |
Class of Warrant or Right [Line Items] | |
Summary of Changes in the Fair Value of the Warrants Liability | The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 1 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2023 $ 575,000 Change in fair value (115,000 ) Balance at March 31, 2024 460,000 Change in fair value (230,000 ) Balance at June 30, 2024 $ 230,000 |
Gem Warrants Liability [Member] | |
Class of Warrant or Right [Line Items] | |
Summary of Changes in the Fair Value of the Warrants Liability | The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2023 $ 641,000 Change in fair value (408,000 ) Balance at March 31, 2024 233,000 Change in fair value (154,000 ) Balance at June 30, 2024 $ 79,000 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Prepaid Expenses And Other Current Assets | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at the dates indicated: Summary of Prepaid Expenses and Other Current Assets June 30, 2024 December 31, 2023 Prepaid expenses and other current assets: Service Trade $ 302,055 $ 364,384 Prepaid insurance costs 282,265 17,661 Prepaid advertising and marketing costs 259,438 11,074 Prepaid software costs 97,912 29,887 Prepaid commissions 39,144 51,472 Prepaid data license and subscription costs 34,375 53,124 Prepaid merchant fees 28,488 26,224 Prepaid consulting costs 26,539 120,332 Other current assets 10,720 66,997 Total prepaid expenses and other current assets $ 1,080,936 $ 741,155 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at the dates indicated: Summary of Accrued Expenses and Other Current Liabilities June 30, 2024 December 31, 2023 Accrued expenses and other current liabilities: Accrued accounting and professional services costs $ 2,458,192 $ 1,511,889 Accrued subscription costs 510,549 22,110 Sales tax payable 363,883 314,873 Excise tax payable 223,717 223,717 Accrued legal costs 159,417 2,694,439 Accrued payroll and benefit costs 123,335 185,504 Deposits 52,000 54,102 Accrued streaming service costs 48,218 37,765 Other current liabilities 324,717 149,841 Total accrued expenses and other current liabilities $ 4,264,028 $ 5,194,240 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Revenue | |
Summary of Changes in Deferred Revenue | The change in deferred revenue was as follows for the periods indicated: Summary of Changes in Deferred Revenue Six Months Ended Year Ended June 30, 2024 December 31, 2023 Deferred revenue, beginning of period $ 1,214,096 $ 930,436 Billings 2,255,811 4,781,924 Revenue recognized (prior year deferred revenue) (861,496 ) (930,436 ) Revenue recognized (current year deferred revenue) (1,286,173 ) (3,567,828 ) Deferred revenue, end of period $ 1,322,238 $ 1,214,096 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Defined Benefit Plan Disclosure [Line Items] | |
Summary of Convertible Notes | The following table presents the CP BF convertible notes as of June 30, 2024: Summary of Convertible Notes Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (26,757 ) Carrying value of the CB BF convertible notes 1,794,588 Accrued interest 1,135,983 Total CB BF convertible notes and accrued interest $ 2,930,571 The following table presents the CP BF convertible notes as of December 31, 2023: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (41,983 ) Carrying value of the CB BF convertible notes 1,779,362 Accrued interest 914,479 Total CB BF convertible notes and accrued interest $ 2,693,841 The following table presents the CP BF term note as of June 30, 2024: Face value of the CB BF term note $ 6,500,000 Debt discount, net (76,353 ) Carrying value of the CB BF term note 6,423,647 Accrued interest 664,562 Total CB BF term note and accrued interest $ 7,088,209 The following table presents the CP BF term note as of December 31, 2023: Face value of the CB BF term note $ 6,500,000 Debt discount, net (129,586 ) Carrying value of the CB BF term note 6,370,414 Accrued interest 289,373 Total CB BF term note and accrued interest $ 6,659,787 |
Related Party And Third Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Summary of Convertible Notes | The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2023: Summary of Related Party and Third Party Convertible Notes Related Party Third Party Face value of the convertible notes $ 6,783,538 $ 3,196,206 Debt discount, net (131,867 ) (83,688 ) Carrying value of the convertible notes 6,651,671 3,112,518 Accrued interest 619,697 233,714 Conversion of convertible notes (7,271,368 ) (3,346,232 ) Total convertible notes and accrued interest $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense for the three months ended June 30, 2024 and 2023, are as follows: Schedule of Components of Lease Expense Components of lease expense: 2024 2023 For the Three Months Ended June 30, Components of lease expense: 2024 2023 Operating lease cost $ 46,140 $ 50,440 Lease impairment cost - - Sublease income (52,542 ) (51,082 ) Total lease (income) cost $ (6,402 ) $ (642 ) The components of lease expense for the six months ended June 30, 2024 and 2023, are as follows: Components of lease expense: 2024 2023 For the Six Months Ended June 30, Components of lease expense: 2024 2023 Operating lease cost $ 93,384 $ 101,888 Lease impairment cost - - Sublease income (105,084 ) (102,165 ) Total lease (income) cost $ (11,700 ) $ (277 ) |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: Schedule of Supplemental Cash Flow Information Related to Leases Supplemental cash flow information: 2024 2023 For the Six Months Ended June 30, Supplemental cash flow information: 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Non-cash lease expense (operating cash flow) $ 87,579 $ 86,320 Change in lease liabilities (operating cash flow) (152,335 ) (138,804 ) |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases Operating leases: June 30, 2024 December 31, 2023 Operating lease right-of-use assets $ 46,434 $ 134,013 Operating lease liability, current 81,708 234,043 Operating lease liability, non-current - Total operating lease liabilities $ 81,708 $ 234,043 Weighted-average remaining lease term: June 30, 2024 December 31, 2023 Operating leases (in years) 0.26 0.76 Weighted-average discount rate: June 30, 2024 December 31, 2023 Operating leases 6.83 % 6.76 % |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease | Future minimum lease payments under non-cancellable lease as of June 30, 2024, are as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Maturities of lease liabilities: Year Ending December 31, Remainder of 2024 $ 82,679 Year Ending December 31, 2024 $ - Total undiscounted cash flows 82,679 Less discounting (971 ) Present value of lease liabilities $ 81,708 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Assumptions Used to Compute Fair Value | The following table summarizes assumptions used to compute the fair value of options granted: Summary of Assumptions Used to Compute Fair Value June 30, 2024 June 30, 2023 Stock price $ 0.29 0.61 $ 8.22 9.56 Exercise price $ 0.29 5.00 $ 11.98 Expected volatility 75.00 85.00 % 80.00 99.03 % Expected term (in years) 5.75 10.00 5.25 6.08 Risk-free interest rate 4.20 4.50 % 3.46 4.31 % |
Summary of Stock Option Activity | A summary of stock option activity under the Plan is as follows: Summary of Stock Option Activity Shares Weighted Weighted Intrinsic Outstanding at December 31, 2023 748,086 $ 5.87 8.43 $ 103,662 Granted 1,398,500 2.91 9.87 Exercised — — Expired — — Forfeited (464,130 ) 4.78 Outstanding at June 30, 2024 1,682,456 $ 3.71 9.17 $ 1,807 Exercisable at June 30, 2024 433,767 $ 4.96 8.34 $ 1,807 |
Summary of Activity with Respect Status of, RSUs | A summary of the activity with respect to, and status of, RSUs during the six months ended June 30, 2024 is presented below: Summary of Activity with Respect Status of, RSUs Units Weighted Average Outstanding at December 31, 2023 — $ — Granted 892,543 0.53 Vested — — Forfeited (14,640 ) 0.29 Outstanding at June 30, 2024 877,903 $ 0.54 |
Organization (Details Narrative
Organization (Details Narrative) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Entity incorporation date | Sep. 30, 2015 |
Banzai International Inc [Member] | |
Asset acquisition, consideration transferred | $ 100,000,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 500,000 | ||
Net cash used in operating activities | 3,812,695 | $ 4,046,650 | |
Accumulated deficit | $ 55,431,704 | $ 46,766,324 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||||
Net loss attributable to common stock—basic and diluted | $ (4,165,108) | $ (3,486,053) | $ (8,665,380) | $ (7,251,175) |
Weighted average shares-basic | 27,091,830 | 6,459,626 | 22,223,722 | 6,456,378 |
Weighted average shares-diluted | 27,091,830 | 6,459,626 | 22,223,722 | 6,456,378 |
Net loss per share attributable to common stock-basic | $ (0.15) | $ (0.54) | $ (0.39) | $ (1.12) |
Net loss per share attributable to common stock-diluted | $ (0.15) | $ (0.54) | $ (0.39) | $ (1.12) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 29,611,115 | 670,247 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 1,682,456 | 670,247 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 877,903 | |
Public Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 11,500,000 | |
Gem Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 828,533 | |
Common Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 13,888,890 | |
Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 833,333 |
Reverse Merger Capitalization_2
Reverse Merger Capitalization with 7GC & Co. Holdings Inc. (Details Narrative) | Dec. 14, 2023 USD ($) $ / shares shares | Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares |
Business Acquisition [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 350,000,000 | 275,000,000 | 275,000,000 |
Preferred stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 36,944,935 | 16,019,256 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 36,944,935 | 16,019,256 | |
Seven G C Class A Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | ||
Number of shares held by security holders | 3,207,428 | ||
Redemption price per share | $ / shares | $ 10.76 | ||
Aggregate redemption amount | $ | $ 34,524,065 | ||
Common Class A [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |
Common stock, shares outstanding | 34,633,801 | 13,708,122 | |
Common Class B [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, shares authorized | 25,000,000 | 25,000,000 | |
Common stock, shares outstanding | 2,311,134 | 2,311,134 | |
Banzai International Inc [Member] | |||
Business Acquisition [Line Items] | |||
Exchange ratio | 0.6147 | ||
Aggregate consideration payable to security holders | $ | $ 100,000,000 | ||
Banzai International Inc [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | ||
Banzai International Inc [Member] | Common Class A [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | ||
Banzai International Inc [Member] | Common Class B [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, convertible, conversion ratio | 1 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2024 | Feb. 02, 2024 | Dec. 31, 2023 | Dec. 14, 2023 | Oct. 03, 2023 | Dec. 21, 2022 |
Related Party Transaction [Line Items] | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||
Aggregate principal amount | $ 3,500,000 | |||||
Other current liabilities | $ 324,717 | $ 149,841 | ||||
7GC & Co. Holdings LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument conversion price per share | $ 10 | |||||
Convertible notes | $ 2,540,092 | |||||
7GC & Co. Holdings LLC [Member] | Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument conversion price per share | $ 10 | |||||
Aggregate principal amount | $ 500,000 | |||||
Debt instrument, interest rate | 0% | |||||
Sponsor [Member] | 7GC & Co. Holdings LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Other current liabilities | $ 67,118 | |||||
Sponsor [Member] | 7GC & Co. Holdings LLC [Member] | Working Capital Drawdowns And Extension Drawdowns Member | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate redemption amount | $ 2,300,000 | |||||
Common stock par value | $ 0.0001 |
Summary of Revenue by Region (D
Summary of Revenue by Region (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 1,068,197 | $ 1,193,321 | $ 2,147,669 | $ 2,370,382 |
Geographic Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 100% | 100% | 100% | 100% |
Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 587,712 | $ 704,626 | $ 1,170,539 | $ 1,374,401 |
Americas [Member] | Geographic Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 55% | 59% | 55% | 62% |
EMEA [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 360,666 | $ 389,318 | $ 746,916 | $ 797,228 |
EMEA [Member] | Geographic Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 34% | 33% | 34% | 30% |
Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 119,819 | $ 99,377 | $ 230,214 | $ 198,753 |
Asia Pacific [Member] | Geographic Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 11% | 8% | 11% | 8% |
Summary of Accounts Receivable,
Summary of Accounts Receivable, Net (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Revenue from Contract with Customer [Abstract] | |||
Opening Balance | $ 105,049 | $ 109,533 | $ 68,416 |
Closing Balance | $ 26,161 | $ 105,049 | $ 109,533 |
Summary of Costs to Obtain Cont
Summary of Costs to Obtain Contract Activity (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||||
Balance - March 31, 2023 | $ 38,462 | $ 51,472 | $ 54,376 | $ 69,737 |
Commissions Incurred | 48,316 | 31,610 | 60,777 | 88,928 |
Deferred Commissions Recognized | (47,634) | (44,620) | (75,001) | (104,289) |
Balance - June 30, 2023 | $ 39,144 | $ 38,462 | $ 40,152 | $ 54,376 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||||||
Payment Term | 30 days | |||||||
Accounts receivable contractual term | The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. | |||||||
Commission expenses | $ 61,146 | $ 91,243 | $ 143,288 | $ 190,619 | ||||
Capitalized commissions | $ 39,144 | $ 40,152 | $ 39,144 | $ 40,152 | $ 38,462 | $ 51,472 | $ 54,376 | $ 69,737 |
Demio [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Performance obligations, timing | The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided. | |||||||
Reach [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Performance obligations, timing | The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered. |
Schedule of Fair Value on Recur
Schedule of Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Warrant liabilities - public | $ 230,000 | $ 575,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
GEM warrant liabilities | 79,000 | 641,000 |
Yorkville convertible note | $ 2,013,000 | $ 1,766,000 |
Summary of Changes in the Fair
Summary of Changes in the Fair Value of the Warrants Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Public Warrants Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at March 31, 2024 | $ 460,000 | $ 575,000 |
Balance at June 30, 2024 | 230,000 | 230,000 |
Public Warrants Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value | (230,000) | (115,000) |
Gem Warrants Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at March 31, 2024 | 233,000 | 641,000 |
Balance at June 30, 2024 | 79,000 | 79,000 |
Gem Warrants Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value | $ (154,000) | $ (408,000) |
Summary of Changes in Fair Valu
Summary of Changes in Fair Value of Yorkville Convertible Note (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Loss on debt issuance | $ 171,000 | |||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance at March 31, 2024 | 1,766,000 | |||
Balance at June 30, 2024 | 2,013,000 | 2,013,000 | ||
Fair Value, Inputs, Level 3 [Member] | Convertible Debt [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance at March 31, 2024 | 3,064,000 | 1,766,000 | ||
Issuance of Yorkville convertible note | 2,250,000 | |||
Loss on debt issuance | 171,000 | |||
Payment in shares to settle Yorkville convertible notes | (335,000) | (1,667,000) | ||
Change in fair value | 34,000 | 544,000 | ||
Repayment in cash of Yorkville convertible notes | (750,000) | |||
Balance at June 30, 2024 | $ 2,013,000 | $ 2,013,000 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Balance at March 31, 2023 | $ 2,781,112 | $ 1,936,827 | $ 1,936,827 | ||
Issuance of convertible notes with bifurcated embedded derivative | 419,451 | 707,000 | |||
Change in fair value | (478,198) | 137,285 | (340,913) | ||
Balance at June 30, 2023 | 2,722,365 | 2,781,112 | 2,722,365 | ||
Third Party Convertible Debt [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Balance at March 31, 2023 | 877,888 | 845,473 | 845,473 | ||
Issuance of convertible notes with bifurcated embedded derivative | 330,390 | ||||
Change in fair value | (194,643) | 32,415 | |||
Balance at June 30, 2023 | $ 1,013,635 | $ 877,888 | $ 1,013,635 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Balance at March 31, 2023 | $ 9,105,335 | $ 8,802,196 | $ 8,802,196 | ||
Change in fair value | 909,418 | 303,139 | 1,212,557 | ||
Balance at June 30, 2023 | 10,014,753 | 9,105,335 | 10,014,753 | ||
Third Party Convertible Debt [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Balance at March 31, 2023 | 686,665 | 663,804 | 663,804 | ||
Change in fair value | 68,582 | 22,861 | |||
Balance at June 30, 2023 | $ 755,247 | $ 686,665 | $ 755,247 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 14, 2023 | |
Class of Warrant or Right [Line Items] | ||||
Bifurcated embedded derivative liabilities | $ 0 | $ 0 | ||
Face value of the convertible notes | $ 3,500,000 | |||
Conversion upon simple agreements for future equity | 0 | $ 0 | ||
Simple Agreements For Future Equity [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Discount price | 15% | |||
Face value of the convertible notes | $ 3,836,000 | |||
Convertible Debt [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Benefit (loss) of changes in the fair value of the Yorkville convertible note | $ 578,000 | |||
Public Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 11,500,000 | 11,500,000 | ||
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities | $ 345,000 | |||
Gem Warrants Liability [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities | $ 562,000 |
Summary of Prepaid Expenses and
Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Prepaid Expenses And Other Current Assets | ||
Service Trade | $ 302,055 | $ 364,384 |
Prepaid insurance costs | 282,265 | 17,661 |
Prepaid advertising and marketing costs | 259,438 | 11,074 |
Prepaid software costs | 97,912 | 29,887 |
Prepaid commissions | 39,144 | 51,472 |
Prepaid data license and subscription costs | 34,375 | 53,124 |
Prepaid merchant fees | 28,488 | 26,224 |
Prepaid consulting costs | 26,539 | 120,332 |
Other current assets | 10,720 | 66,997 |
Total prepaid expenses and other current assets | $ 1,080,936 | $ 741,155 |
Summary of Accrued Expenses and
Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued accounting and professional services costs | $ 2,458,192 | $ 1,511,889 |
Accrued subscription costs | 510,549 | 22,110 |
Sales tax payable | 363,883 | 314,873 |
Excise tax payable | 223,717 | 223,717 |
Accrued legal costs | 159,417 | 2,694,439 |
Accrued payroll and benefit costs | 123,335 | 185,504 |
Deposits | 52,000 | 54,102 |
Accrued streaming service costs | 48,218 | 37,765 |
Other current liabilities | 324,717 | 149,841 |
Total accrued expenses and other current liabilities | $ 4,264,028 | $ 5,194,240 |
Summary of Changes in Deferred
Summary of Changes in Deferred Revenue (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Deferred Revenue | ||
Deferred revenue, beginning of period | $ 1,214,096 | $ 930,436 |
Billings | 2,255,811 | 4,781,924 |
Revenue recognized (prior year deferred revenue) | (861,496) | (930,436) |
Revenue recognized (current year deferred revenue) | (1,286,173) | (3,567,828) |
Deferred revenue, end of period | $ 1,322,238 | $ 1,214,096 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Deferred Revenue | ||
Recognition of deferred revenue | $ 861,496 | $ 887,219 |
Summary of Related Party and Th
Summary of Related Party and Third Party Convertible Notes (Details) | Dec. 31, 2023 USD ($) |
Related Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Face value of the convertible notes | $ 6,783,538 |
Debt discount, net | (131,867) |
Carrying value of the convertible notes | 6,651,671 |
Accrued interest | 619,697 |
Conversion of convertible notes | (7,271,368) |
Total convertible notes and accrued interest | |
Nonrelated Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Face value of the convertible notes | 3,196,206 |
Debt discount, net | (83,688) |
Carrying value of the convertible notes | 3,112,518 |
Accrued interest | 233,714 |
Conversion of convertible notes | (3,346,232) |
Total convertible notes and accrued interest |
Summary of Convertible Notes (D
Summary of Convertible Notes (Details) - Loan agreement with cpbf Lending Llc [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Face value of the CB BF convertible notes | $ 1,821,345 | $ 1,821,345 |
Debt discount, net | (26,757) | (41,983) |
Carrying value of the CB BF convertible notes | 1,794,588 | 1,779,362 |
Accrued interest | 1,135,983 | 914,479 |
Total CB BF convertible notes and accrued interest | 2,930,571 | 2,693,841 |
Term Note [Member] | ||
Short-Term Debt [Line Items] | ||
Face value of the CB BF term note | 6,500,000 | 6,500,000 |
Debt discount, net | (76,353) | (129,586) |
Carrying value of the CB BF term note | 6,423,647 | 6,370,414 |
Accrued interest | 664,562 | 289,373 |
Total CB BF term note and accrued interest | $ 7,088,209 | $ 6,659,787 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
May 30, 2024 | May 22, 2024 | May 03, 2024 | Mar. 26, 2024 | Feb. 09, 2024 | Feb. 05, 2024 | Dec. 14, 2023 | Dec. 13, 2023 | Nov. 16, 2023 | Oct. 03, 2023 | Sep. 13, 2023 | Aug. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | May 31, 2024 | Feb. 14, 2024 | Jan. 31, 2024 | Dec. 31, 2021 | |
Debt instrument, face amount | $ 3,500,000 | |||||||||||||||||||||
Proceeds from sale of common stock | $ 1,854,818 | $ 13,362 | ||||||||||||||||||||
Number of promissory notes In connection with merger | 2 | |||||||||||||||||||||
Common stock, value issued | $ 3,695 | $ 3,695 | $ 1,602 | |||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Prepayment premium | $ 750,000 | |||||||||||||||||||||
CPBF Lending LLC [Member] | ||||||||||||||||||||||
Debt Instrument, covenant compliance description | For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets. | |||||||||||||||||||||
Original Debt Repayment Agreement [Member] | ||||||||||||||||||||||
Debt instrument, face amount | $ 2,000,000 | |||||||||||||||||||||
Premium payment | $ 200,000 | |||||||||||||||||||||
Amended Debt Repayment Agreement [Member] | ||||||||||||||||||||||
Debt instrument, face amount | $ 750,000 | |||||||||||||||||||||
Proceeds from issuance of debt | 75,000 | |||||||||||||||||||||
Aggregate principal amount | $ 750,000 | |||||||||||||||||||||
Premium payment | 75,000 | |||||||||||||||||||||
Premium advance | 110,040 | |||||||||||||||||||||
Debt instrument, face amount | 35,040 | |||||||||||||||||||||
Premium fair value | $ 115,800 | |||||||||||||||||||||
Gem Agreement [Member] | ||||||||||||||||||||||
Debt instrument, face amount | $ 1,000,000 | |||||||||||||||||||||
Cash agreed to pay | 1,200,000 | |||||||||||||||||||||
Monthly installments | 100,000 | |||||||||||||||||||||
Payment of debt | 1,200,000 | |||||||||||||||||||||
Gem Agreement [Member] | Gem Term Sheet [Member] | ||||||||||||||||||||||
Common stock, value issued | 2,000,000 | |||||||||||||||||||||
Convertible debt | $ 2,000,000 | |||||||||||||||||||||
Debt Instrument term | 5 years | |||||||||||||||||||||
Coupon rate | 0% | |||||||||||||||||||||
Debt instrument fee amount | $ 2,000,000 | |||||||||||||||||||||
Yorkville Standby Equity Purchase Agreement [Member] | ||||||||||||||||||||||
Debt discount upon issuance | $ 250,000 | 100,000 | ||||||||||||||||||||
Debt instrument, face amount | 1,500,000 | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Proceeds from issuance of debt | $ 1,250,000 | 900,000 | ||||||||||||||||||||
Increased principal amount agreed to advance | 1,000,000 | |||||||||||||||||||||
Aggregate principal amount | $ 4,500,000 | |||||||||||||||||||||
Maximum floor price | $ 2 | $ 2 | ||||||||||||||||||||
Floor price | $ 0.294 | |||||||||||||||||||||
Yorkville Advisors Global LP [Member] | Amended Debt Repayment Agreement [Member] | ||||||||||||||||||||||
Debt instrument, interest rate | 18% | |||||||||||||||||||||
Debt instrument, maturity date | Sep. 25, 2024 | |||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global LP [Member] | ||||||||||||||||||||||
Debt discount upon issuance | $ 200,000 | |||||||||||||||||||||
Proceeds from issuance of debt | 1,800,000 | |||||||||||||||||||||
Debt instrument, face amount | 300,000 | 800,000 | ||||||||||||||||||||
Prepayment premium | 10% | |||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global LP [Member] | Amended Debt Repayment Agreement [Member] | ||||||||||||||||||||||
Debt instrument, interest rate | 0% | |||||||||||||||||||||
Alco August Promissory Note [Member] | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 4,000,000 | |||||||||||||||||||||
Alco August Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||
Interest expense | 2,908 | 8,357 | ||||||||||||||||||||
Interest expense debt | 2,992 | 5,983 | ||||||||||||||||||||
Amortization of discount | 84 | 2,374 | ||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | |||||||||||||||||||||
Debt instrument, maturity date | Apr. 29, 2024 | |||||||||||||||||||||
Debt instrument unamortized debt issuance costs gross | $ 3,711 | |||||||||||||||||||||
Principal amount outstanding | 150,000 | 150,000 | 150,000 | |||||||||||||||||||
Accrued interest outstanding | 10,027 | 10,027 | 4,044 | |||||||||||||||||||
Alco September Promissory Note [Member] | Measurement Input, Discount for Lack of Marketability [Member] | Put Option [Member] | ||||||||||||||||||||||
Lock-up period | 180 days | 180 days | 180 days | 180 days | ||||||||||||||||||
Maximum borrowing capacity | $ 500,000 | $ 1,000,000 | ||||||||||||||||||||
Holding period for shares | 5 months 26 days | 7 months 6 days | 8 months 19 days | 9 months 7 days | ||||||||||||||||||
Proceeds from issuance of debt | $ 500,000 | $ 1,000,000 | ||||||||||||||||||||
Estimated re-levered equity volatility rate | 47% | 54% | 52% | 54% | ||||||||||||||||||
Commensurate risk-free rate | 5.20% | 5.20% | 5.40% | 5.30% | ||||||||||||||||||
Percentage of discount lack of marketability | 9% | 11.50% | 11.50% | 12.50% | ||||||||||||||||||
Expected percentage of completing the Merger | 100% | 100% | 80% | 80% | ||||||||||||||||||
Alco September Promissory Note [Member] | Alco Share Transfer Agreements [Member] | 7GC & Co. Holdings Inc. [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 10 | |||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 150,000 | |||||||||||||||||||||
Alco September Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||
Debt discount upon issuance | $ 638,808 | |||||||||||||||||||||
Interest expense | 95,935 | 187,498 | ||||||||||||||||||||
Interest expense debt | 29,918 | 59,836 | ||||||||||||||||||||
Amortization of discount | 66,017 | 127,662 | ||||||||||||||||||||
Debt instrument, face amount | $ 1,500,000 | |||||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2024 | |||||||||||||||||||||
Principal amount outstanding | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||||||||||||
Accrued interest outstanding | 90,411 | $ 90,411 | 30,575 | |||||||||||||||||||
Debt issuance costs | $ 8,588 | |||||||||||||||||||||
Alco November Promissory Note [Member] | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 4,000,000 | |||||||||||||||||||||
Alco November Promissory Note [Member] | Alco Share Transfer Agreements [Member] | 7GC & Co. Holdings Inc. [Member] | ||||||||||||||||||||||
Debt conversion description | for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 150,000, 75,000, and 600,000, respectively | |||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 75,000 | |||||||||||||||||||||
Alco November Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||
Interest expense | 31,036 | $ 217,249 | ||||||||||||||||||||
Interest expense debt | 14,959 | 29,918 | ||||||||||||||||||||
Amortization of discount | 45,995 | 187,331 | ||||||||||||||||||||
Debt instrument, maturity date | Apr. 13, 2024 | |||||||||||||||||||||
Debt instrument unamortized debt issuance costs gross | $ 363,905 | |||||||||||||||||||||
Principal amount outstanding | 750,000 | 750,000 | 750,000 | |||||||||||||||||||
Accrued interest outstanding | 37,315 | 37,315 | 7,397 | |||||||||||||||||||
Alco December Promissory Note [Member] | Alco Share Transfer Agreements [Member] | 7GC & Co. Holdings Inc. [Member] | ||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 600,000 | |||||||||||||||||||||
Lock-up period | 180 days | |||||||||||||||||||||
Alco December Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||
Interest expense | 317,667 | 549,883 | ||||||||||||||||||||
Interest expense debt | 39,890 | 79,780 | ||||||||||||||||||||
Amortization of discount | 277,777 | 470,103 | ||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2024 | |||||||||||||||||||||
Debt instrument unamortized debt issuance costs gross | $ 1,496,252 | |||||||||||||||||||||
Principal amount outstanding | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||||||
Accrued interest outstanding | $ 87,670 | $ 87,670 | 7,890 | |||||||||||||||||||
Seven GC Promissory Notes [Member] | ||||||||||||||||||||||
Loans payable current | $ 2,540,091 | |||||||||||||||||||||
Term Note [Member] | CPBF Lending LLC [Member] | ||||||||||||||||||||||
Debt instrument, interest rate | 14% | |||||||||||||||||||||
Paid in kind interest | 1.50% | |||||||||||||||||||||
Convertible Debt [Member] | CPBF Lending LLC [Member] | ||||||||||||||||||||||
Paid in kind interest | 15.50% | |||||||||||||||||||||
Effective interest rate percentage | 16% | 16% | 16% | 16% | ||||||||||||||||||
Medium-Term Note [Member] | CPBF Lending LLC [Member] | ||||||||||||||||||||||
Effective interest rate percentage | 16% | 16% | 16% | 16% | ||||||||||||||||||
Third Party Convertible Notes [Member] | ||||||||||||||||||||||
Debt discount upon issuance | $ 0 | $ 330,390 | ||||||||||||||||||||
Interest expense | 142,353 | 293,977 | ||||||||||||||||||||
Interest expense debt | 37,845 | 72,562 | ||||||||||||||||||||
Amortization of discount | 104,508 | 221,415 | ||||||||||||||||||||
Yorkville Convertible Note [Member] | Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global LP [Member] | ||||||||||||||||||||||
Debt instrument, face amount | 2,000,000 | |||||||||||||||||||||
Yorkville Convertible Notes [Member] | ||||||||||||||||||||||
Interest expense | $ 80,760 | $ 80,760 | ||||||||||||||||||||
Debt instrument, face amount | 2,013,000 | 2,013,000 | 1,766,000 | |||||||||||||||||||
Debt instrument carrying amount | $ 1,950,000 | $ 1,950,000 | $ 2,000,000 | |||||||||||||||||||
Share price | $ 0.17 | $ 0.17 | $ 1.88 | |||||||||||||||||||
volatility | 125% | 71% | ||||||||||||||||||||
Time to maturity | 2 months 26 days | 5 months 15 days | ||||||||||||||||||||
Market interest rate | 20.60% | 14% | ||||||||||||||||||||
Risk free rate | 5.48% | 5.28% | ||||||||||||||||||||
Probability of optional redemption rate | 75% | 10% | ||||||||||||||||||||
Gain (loss) on change in fair value of convertible notes liability | $ 34,000 | $ 578,000 | ||||||||||||||||||||
Yorkville Convertible Notes [Member] | Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global LP [Member] | ||||||||||||||||||||||
Prepayment premium | $ 1,000,000 | |||||||||||||||||||||
Percentage of repayment of convertible debt, amount | 10% | |||||||||||||||||||||
Loan agreement with cpbf Lending Llc [Member] | Term Note [Member] | ||||||||||||||||||||||
Interest expense debt | 267,359 | 264,320 | 533,707 | 523,763 | ||||||||||||||||||
Loan agreement with cpbf Lending Llc [Member] | Medium-Term Note [Member] | ||||||||||||||||||||||
Interest expense | 294,613 | 284,097 | 586,940 | 562,261 | ||||||||||||||||||
Amortization of discount | 27,254 | 19,777 | 53,233 | 38,498 | ||||||||||||||||||
Convertible Debt [Member] | Term Note [Member] | ||||||||||||||||||||||
Interest expense debt | 112,908 | 95,534 | 221,504 | 187,394 | ||||||||||||||||||
Convertible Debt [Member] | Medium-Term Note [Member] | ||||||||||||||||||||||
Interest expense | 121,448 | 101,719 | 237,859 | 200,151 | ||||||||||||||||||
Amortization of discount | $ 8,540 | 6,185 | $ 16,355 | 12,757 | ||||||||||||||||||
Related party convertible notes [Member] | ||||||||||||||||||||||
Debt instrument, interest rate | 8% | 8% | ||||||||||||||||||||
Debt discount upon issuance | 707,000 | 1,126,451 | ||||||||||||||||||||
Interest expense | 552,403 | 935,687 | ||||||||||||||||||||
Interest expense debt | 125,352 | 215,774 | ||||||||||||||||||||
Amortization of discount | $ 427,051 | $ 719,913 | ||||||||||||||||||||
Nonrelated Party [Member] | ||||||||||||||||||||||
Debt instrument, convertible terms | The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement). | The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement). | ||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Share price | $ 0.29 | $ 8.22 | $ 0.29 | $ 8.22 | ||||||||||||||||||
Time to maturity | 5 years 9 months | 5 years 3 months | ||||||||||||||||||||
Minimum [Member] | Alco September Promissory Note [Member] | Measurement Input, Discount for Lack of Marketability [Member] | Put Option [Member] | ||||||||||||||||||||||
Percentage of discount lack of marketability | 7.50% | 9.50% | 10% | 10.70% | ||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Share price | $ 0.61 | $ 9.56 | $ 0.61 | $ 9.56 | ||||||||||||||||||
Time to maturity | 10 years | 6 years 29 days | ||||||||||||||||||||
Maximum [Member] | Gem Agreement [Member] | Share Purchase Agreement [Member] | ||||||||||||||||||||||
Common stock, value issued | $ 100,000,000 | |||||||||||||||||||||
Maximum [Member] | Alco September Promissory Note [Member] | Measurement Input, Discount for Lack of Marketability [Member] | Put Option [Member] | ||||||||||||||||||||||
Percentage of discount lack of marketability | 12% | 15% | 15% | 16% | ||||||||||||||||||
Maximum [Member] | Alco November Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||
Debt instrument, face amount | $ 750,000 | |||||||||||||||||||||
Maximum [Member] | Alco December Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||
Debt instrument, face amount | $ 2,000,000 | |||||||||||||||||||||
Common Class A [Member] | Original Debt Repayment Agreement [Member] | ||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||
Common Class A [Member] | Amended Debt Repayment Agreement [Member] | ||||||||||||||||||||||
Share purchase | 600,000 | |||||||||||||||||||||
Common Class A [Member] | Gem Agreement [Member] | ||||||||||||||||||||||
Convertible debt | $ 600,000 | $ 600,000 | ||||||||||||||||||||
Shares issuable under the terms of promissory note | 2,000,000 | |||||||||||||||||||||
Shares issued under the terms of promissory note | 1,045,118 | |||||||||||||||||||||
Common Class A [Member] | Gem Agreement [Member] | Gem Term Sheet [Member] | Gem Warrant [Member] | ||||||||||||||||||||||
Percentage of right to convert warrant to common shares | 3% | |||||||||||||||||||||
Common Class A [Member] | Conversion Of 7Gc Promissory Notes [Member] | Sponsor [Member] | ||||||||||||||||||||||
Stock issued during period, shares, new issues | 890,611 | |||||||||||||||||||||
Common Class A [Member] | Yorkville Standby Equity Purchase Agreement [Member] | ||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||
Conversion of stock shares converted | 1,445,524 | |||||||||||||||||||||
Common Class A [Member] | Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global LP [Member] | ||||||||||||||||||||||
Conversion rate percentage of common stock outstanding | 9.99% | |||||||||||||||||||||
Conversion of stock shares converted | 1,008,808 | 1,797,019 | ||||||||||||||||||||
Alco [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Equity percentage owned percentage | 5% | 5% | ||||||||||||||||||||
Alco [Member] | Series A Preferred Stock [Member] | Alco August Promissory Note [Member] | ||||||||||||||||||||||
Equity percentage owned percentage | 10% | |||||||||||||||||||||
DNX [Member] | Series A Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||
Equity percentage owned percentage | 5% | 5% |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 15, 2023 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrants exercise price, description | The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the Merger Closing Date. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. | ||
Contractual term | 60 days | ||
Fair value of warrants | $ 79,000 | $ 641,000 | |
Class of warrants or rights threshold limit for the then issued and outstanding shares of common stock | 9.99% | ||
Gem Agreement [Member] | Gem Warrant [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrants exercise price, description | The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the Effective Time, the GEM Warrant has not been exercised in full and the average closing price per share of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of common stock, or securities convertible into or exercisable or exchange for, shares of common stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such common stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Company’s stockholders and the GEM Warrants will expire upon payment. | ||
Warrants price per share | $ 6.49 | ||
Warrants purchased | 828,533 | ||
Public Warrants [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrants outstanding | 11,500,000 | 11,500,000 | |
Warrants price per share | $ 11.50 | ||
Warrant expiration period | 5 years | ||
Redemption trigger price | $ 18 | ||
Share price | $ 0.01 | ||
Public Warrants [Member] | Common Class A [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrants exercisable | 0 | ||
Redemption trigger price | $ 18 | ||
Share price | $ 18 | ||
Warrants price per share | 0 |
Simple Agreements for Future _2
Simple Agreements for Future Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 14, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | |
Third Party Safes [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Received gross proceeds | $ 269,000 | |||
Common or preferred stock discount | 15% | |||
Fair value of SAFE liability | $ 269,000 | |||
Loss on change in fair value of SAFE liability | $ 68,582 | $ 91,443 | ||
Outstanding principal amount | $ 456,234 | |||
Debt instrument carrying amount | 41,626 | |||
Alco, DNX and William Bryant [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Received gross proceeds | $ 3,567,000 | |||
Common or preferred stock discount | 15% | |||
Fair value of SAFE liability | $ 3,567,000 | |||
Loss on change in fair value of SAFE liability | $ 909,418 | $ 1,212,557 | ||
Outstanding principal amount | $ 6,049,766 | |||
Debt instrument carrying amount | 551,949 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Components of lease expense: | ||||
Operating lease cost | $ 46,140 | $ 50,440 | $ 93,384 | $ 101,888 |
Lease impairment cost | ||||
Sublease income | (52,542) | (51,082) | (105,084) | (102,165) |
Total lease (income) cost | $ (6,402) | $ (642) | $ (11,700) | $ (277) |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Non-cash lease expense (operating cash flow) | $ 87,579 | $ 86,320 |
Change in lease liabilities (operating cash flow) | $ (152,335) | $ (138,804) |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Operating leases: | ||
Operating lease right-of-use assets | $ 46,434 | $ 134,013 |
Operating lease liability, current | 81,708 | 234,043 |
Operating lease liability, non-current | ||
Total operating lease liabilities | $ 81,708 | $ 234,043 |
Weighted-average remaining lease term: | ||
Operating leases (in years) | 3 months 3 days | 9 months 3 days |
Weighted-average discount rate: | ||
Operating leases | 6.83% | 6.76% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Maturities of lease liabilities: | ||
Remainder of 2024 | $ 82,679 | |
Year Ending December 31, 2024 | ||
Total undiscounted cash flows | 82,679 | |
Less discounting | (971) | |
Present value of lease liabilities | $ 81,708 | $ 234,043 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
May 15, 2024 | Feb. 02, 2024 | Dec. 08, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Nov. 08, 2023 | |
Operating leases have remaining lease terms | 3 months 3 days | 3 months 3 days | |||||||
Addendum to letter agreements description | Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 shares (the “Roth Shares”) of the Company’s Class A Common Stock on February 2, 2024, and (ii) on or before June 30, 2024, will pay to Roth an amount in cash equal to $300,000 or, if the Company determines that such payment should not be made in cash due to the Company’s cash position at such time, issue to Roth a number of shares of Class A Common Stock equal to $300,000 divided by the daily VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the “Additional Roth Shares”). The Company registered the Roth Shares and 600,000 shares of Class A Common Stock (in addition to the Roth Shares) on a registration statement to cover any issuances of Additional Roth Shares | ||||||||
Gain on extinguishment of liability | $ 527,980 | ||||||||
Cantor Fee Agreement [Member] | 7GC & Co. Holdings Inc. [Member] | Cantor Fitzgerald [Member] | |||||||||
Deferred underwriting fees payable | 8,050,000 | 8,050,000 | $ 8,050,000 | ||||||
Deferred underwriting fees forfeit | 4,050,000 | ||||||||
Increase decrease in deferred underwriting fees | 4,000,000 | 4,000,000 | $ 4,000,000 | ||||||
Roth Addendum To Letter Agreements [Member] | |||||||||
Advisory fee | $ 1,100,000 | ||||||||
Advisor transaction expenses | $ 6,813 | ||||||||
Accrued expenses | $ 300,000 | 300,000 | $ 1,106,813 | ||||||
Shares issued, shares | 175,000 | ||||||||
Shares issued, value | $ 278,833 | ||||||||
Contractual obligation | $ 806,813 | ||||||||
Gain on extinguishment of liability | $ 577,513 | ||||||||
Roth Addendum To Letter Agreements [Member] | Common Class A [Member] | |||||||||
Shares issued, shares | 175,000 | ||||||||
Shares issued, shares | $ 300,000 | $ 300,000 | |||||||
Shares issued, cash | $ 300,000 | ||||||||
Stock issued during period shares additional shares | 600,000 |
Equity (Details Narrative)
Equity (Details Narrative) | 1 Months Ended | 6 Months Ended | |||||
May 22, 2024 USD ($) $ / shares shares | Dec. 14, 2023 USD ($) $ / shares shares | Mar. 31, 2024 shares | Jun. 30, 2024 USD ($) $ / shares shares | Jan. 31, 2024 $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 $ / shares | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 350,000,000 | 275,000,000 | 275,000,000 | ||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock voting rights | The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon. | ||||||
Common stock, shares issued | 36,944,935 | 16,019,256 | |||||
Common stock, shares outstanding | 36,944,935 | 16,019,256 | |||||
Cash fee payments | $ | $ 25,000 | ||||||
Preferred stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Yorkville Standby Equity Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Description of equity facility financing agreement | 500,000 | ||||||
Percentage of lowest daily volume weighted average price | 90% | ||||||
Fair value of standby equity purchase agreement | $ | $ 0 | $ 0 | |||||
Stock issued during period value acquisitions | $ | $ 500,000 | ||||||
Maximum floor price | $ / shares | $ 2 | $ 2 | |||||
Floor price adjustment | The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. | ||||||
Maximum percentage of closing price on trading day | 75% | ||||||
Alliance Global Partners [Member] | |||||||
Class of Stock [Line Items] | |||||||
Securities purchase price and percentage description | (a) a cash fee equal to 7.0% of the aggregate purchase price paid by each purchaser of securities that were sold in the May 2024 Offering (the “Cash Fee”); provided, however, that the Cash Fee was reduced by an amount equal to $25,000 to be paid to the Company’s financial advisor, and (b) warrants (the “Placement Agent Warrants”) to purchase Class A Common Stock equal to 6% of the aggregate number of shares of Class A Common Stock sold in the May 2024 Offering at an exercise price per share equal to 110% of the price per share of Class A Common Stock sold in the May 2024 Offering. The Company recognized the Placement Agent Warrants as a stock issuance cost as they are issued for services in connection with an offering. | ||||||
Cash fee payments | $ | $ 409,000 | ||||||
Prefunded Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Net of issuance costs | $ | 660,000 | ||||||
Common Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Net of issuance costs | $ | $ 722,000 | ||||||
Common Warrants [Member] | Measurement Input, Share Price [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0.18 | ||||||
Common Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0.18 | ||||||
Common Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 87 | ||||||
Common Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 4.6 | ||||||
Common Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0 | ||||||
Placement Agent Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuane of warrants | 833,333 | ||||||
Net of issuance costs | $ | $ 100,000 | ||||||
Placement Agent Warrants [Member] | Measurement Input, Share Price [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0.18 | ||||||
Placement Agent Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0.18 | ||||||
Placement Agent Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 87 | ||||||
Placement Agent Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 4.6 | ||||||
Placement Agent Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding measurement input | 0 | ||||||
Securities Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share price | $ / shares | $ 0.18 | ||||||
Proceeds from issuance of warrants | $ | $ 2,500,000 | ||||||
Securities Purchase Agreement [Member] | Prefunded Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuane of warrants | 8,661,110 | ||||||
Warrants exercise price | $ / shares | $ 0.0001 | ||||||
Securities Purchase Agreement [Member] | Common Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuane of warrants | 13,888,890 | ||||||
Warrants exercise price | $ / shares | $ 0.18 | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||
Common stock, shares issued | 34,633,801 | 13,708,122 | |||||
Common stock, shares outstanding | 34,633,801 | 13,708,122 | |||||
Common Class A [Member] | Yorkville Standby Equity Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||
Total consideration payable in shares of class A common stock | $ | $ 100,000,000 | ||||||
Description of equity facility financing agreement | 9.99% | ||||||
Percentage of average daily Volume Weighted Average Price | 95% | ||||||
Percentage of lowest daily volume weighted average price | 96% | ||||||
Percentage of voting power | 9.99% | ||||||
Percentage of outstanding shares | 19.99% | ||||||
Stock issued during period value acquisitions | 710,025 | ||||||
Common stock price per share | $ / shares | $ 10 | ||||||
Maximum conversion price | $ / shares | $ 2 | ||||||
Common Class A [Member] | Securities Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued to GEM, shares | 5,227,780 | ||||||
Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | |||||
Common stock, shares issued | 2,311,134 | 2,311,134 | |||||
Common stock, shares outstanding | 2,311,134 | 2,311,134 | |||||
Common Class B [Member] | Yorkville Standby Equity Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||
Percentage of outstanding shares | 19.99% | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued | 36,944,935 | 16,019,256 | |||||
Common stock, shares outstanding | 36,944,935 | 16,019,256 | |||||
Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 275,000,000 | ||||||
Share price | $ / shares | $ 0.61 | $ 9.56 |
Summary of Assumptions Used to
Summary of Assumptions Used to Compute Fair Value (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 11.98 | |
Expected volatility | 75% | 80% |
Expected volatility | 85% | 99.03% |
Risk-free interest rate | 4.20% | 3.46% |
Risk-free interest rate maximum | 4.50% | 4.31% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock price | $ 0.29 | $ 8.22 |
Exercise price | $ 0.29 | |
Expected term (in years) | 5 years 9 months | 5 years 3 months |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock price | $ 0.61 | $ 9.56 |
Exercise price | $ 5 | |
Expected term (in years) | 10 years | 6 years 29 days |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Shares Underlying Options, Beginning balanceShares Underlying Options, Beginning balance | 748,086 | |
Weighted Average Exercise Price, Beginning BalanceWeighted Average Exercise Price, Beginning Balance | $ 5.87 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 9 years 2 months 1 day | 8 years 5 months 4 days |
Intrinsic Value, Outstanding, Beginning balanceIntrinsic Value, Outstanding, Ending balance | $ 103,662 | |
Shares Underlying Options, Granted | 1,398,500 | |
Weighted Average Exercise Price, Granted | $ 2.91 | |
Weighted Average Remaining Contractual Term (in years), Granted | 9 years 10 months 13 days | |
Shares Underlying Options, Exercised | ||
Weighted Average Exercise Price, Granted | ||
Shares Underlying Options, Expired | ||
Weighted Average Exercise Price, Expired | ||
Shares Underlying Options, Forfeited | (464,130) | |
Weighted Average Exercise Price, Forfeited | $ 4.78 | |
Shares Underlying Options, Ending balance | 1,682,456 | 748,086 |
Weighted Average Exercise Price, Ending Balance | $ 3.71 | $ 5.87 |
Intrinsic Value, Outstanding, Ending balance | $ 1,807 | $ 103,662 |
Shares Underlying Options, Exercisable | 433,767 | |
Weighted Average Exercise Price, Exercisable | $ 4.96 | |
Weighted Average Remaining Contractual Term (in years), Exercisable | 8 years 4 months 2 days | |
Intrinsic Value, Exercisable | $ 1,807 |
Summary of Activity with Respec
Summary of Activity with Respect Status of, RSUs (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Units, Outstanding Beginning Balance | shares | |
Weighted Average Grant Date Fair Value, Beginning balance Outstanding | $ / shares | |
Granted | shares | 892,543 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0.53 |
Forfeited | shares | (14,640) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 0.29 |
Units, Outstanding Ending Balance | shares | 877,903 |
Weighted Average Grant Date Fair Value, Ending Balance Outstanding | $ / shares | $ 0.54 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 0.17 | $ 8.53 | |
Unrecognized compensation expense related to unvested options | $ 1,262,655 | $ 2,575,808 | |
Period for unrecognized compensation expense related to unvested options yet has not been recognized | 3 years 9 months 18 days | 2 years 11 months 19 days | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Period for unrecognized compensation expense related to unvested options yet has not been recognized | 1 year 3 months 18 days | ||
Vesting period | 4 years | ||
Unrecognized compensation cost | $ 263,144 | ||
General and Administrative Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation expense | 457,231 | $ 620,987 | |
General and Administrative Expense [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 208,178 | ||
2023 Equity Employee Stock Purchase [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Equity incentive plan, description | The aggregate number of shares of common stock that may be purchased pursuant to the Purchase Plan is equal to 2% of the fully diluted common stock determined at the Close of the Merger Agreement, determined to be 572,172. In addition, the aggregate number of shares of common stock that remain available to be awarded under the Purchase Plan, will automatically increase on January 1 of each year for a period of 10 years commencing on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of one percent (1%) of the total number of shares of the fully diluted common stock determined as of December 31 of the preceding year, or a number of shares of common stock equal to two hundred percent (200%) of the initial share reserve of 572,172 | ||
Expiration period | 10 years | ||
Expiration date | Jan. 01, 2033 | ||
2023 Equity Employee Stock Purchase [Member] | Common Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | 572,172 | ||
Initial share reserve | 572,172 | ||
Stock options awarded | 572,172 | 572,172 | |
2023 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Equity incentive plan, description | The aggregate number of shares of common stock that may be issued will not exceed approximately 12.5% of the fully diluted common stock determined at the Close of the Merger, determined to be 3,576,076. In addition, the aggregate number of shares of common stock that remain available to be awarded under the Plan, will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on January 1, 2033, in an amount equal to 5% of the total number of shares of the fully diluted common stock determined as of the day prior to such increase. The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options is approximately three times the total number of shares of common stock initially reserved for issuance, which were 3,576,076. | ||
Expiration period | 10 years | ||
Expiration date | Jan. 01, 2033 | ||
2023 Equity Incentive Plan [Member] | Common Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | 3,576,076 | ||
Initial share reserve | 3,576,076 | ||
Stock options awarded | 1,763,803 | 3,576,076 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate, percentage | 0% | 0% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 22, 2024 | Jul. 05, 2024 | Feb. 05, 2024 | Dec. 14, 2023 |
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 3,500,000 | |||
Subsequent Event [Member] | Subordinated Business Loan and Security Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 787,500 | |||
Proceeds from debt | 750,000 | |||
Agent fees | $ 37,500 | |||
Debt instrument, maturity date | Feb. 05, 2025 | |||
Debt instrument, interest rate | 42% | |||
Gem Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount | $ 1,000,000 | |||
Gem Agreement [Member] | Common Class A [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares issued | 588,235 |