Attached files

file filename
EX-10.1 - EXHIBIT 10.1 - IZEA Worldwide, Inc.exhibit101amendmenttoatmsa.htm
EX-5.1 - EXHIBIT 5.1 - IZEA Worldwide, Inc.exhibit51-legalopinion2020.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
_____________________________________________________________________________________________

Date of Report (Date of earliest event reported): June 12, 2020

IZEA WORLDWIDE, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
 
001-37703
 
37-1530765
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
501 N. Orlando Avenue, Suite 313, PMB 247
Winter Park, Florida
 
32789
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: (407) 674-6911

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
IZEA
The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 8.01.
Other Events.

As previously reported, on June 4, 2020, the Company entered into an ATM Sales Agreement (the Sales Agreement) with National Securities Corporation, as sales agent (National Securities), pursuant to which the Company may offer and sell, from time to time, through National Securities, shares of the Company's common stock, par value $0.0001 per share, by any method deemed to be an at the market offering as defined in Rule 415 under the Securities Act of 1933, as amended (the ATM Offering). On June 4, 2020, the Company filed a prospectus supplement (File No.333-238619) with the Securities and Exchange Commission (SEC) relating to the offer and sale of up to $10,000,000 of common stock in the ATM Offering.

On June 12, 2020, the Company filed an amendment to the prospectus supplement with the SEC to increase the amount of common stock that may be offered and sold in the ATM Offering under the Sales Agreement to $40,000,000 in the aggregate, inclusive of the 4,451,901 shares of common stock previously sold in the ATM Offering for gross proceeds of $10.0 million prior to the date of the amendment.

The legal opinion of Olshan Frome Wolosky LLP relating to the shares of common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.


Item 9.01.  
Financial Statements and Exhibits
 
(d)   Exhibits.
 




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
IZEA WORLDWIDE, INC.
 
 
 
 
 
 
Date: June 12, 2020
 
By:/s/ Edward H. (Ted) Murphy    
Edward H. (Ted) Murphy
President and Chief Executive Officer