Banzai International entered into a Securities Purchase Agreement with Evergreen Capital Management to issue a convertible promissory note and warrants in a private placement. The company received $1,500,000 in initial gross proceeds for an initial note principal of $2,142,857, which may increase to $3,571,428 upon subsequent tranche fundings. The note bears 10% annual interest, matures on June 4, 2027, and converts at $2.75 per share. Concurrently, the company issued warrants for up to 779,221 shares exercisable at $2.75 per share. Directors and officers entered into 90-day lock-up agreements. The company must seek stockholder approval to issue shares exceeding 20% of outstanding equity at a discount. Banzai International operates in the digital entertainment industry, providing online gaming and betting platforms.