8-K

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): August 7, 2012

IZEA, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-167960	37-1530765
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

150 N. Orange Avenue, Suite 412 Orlando, Florida	32801
(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))

CURRENT REPORT ON FORM 8-K

IZEA, Inc.

August 7, 2012

Item 3.02 Unregistered Sales of Equity Securities

See Item 5.02 for disclosure regarding the sale of equity securities, of which the relevant portions are incorporated herein by this reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    On August 7, 2012, Brian W. Brady was elected to our Board of Directors.

Brian W. Brady, age 53, is the Founder and CEO of Northwest Broadcasting, Inc., which owns and operates seven television stations including FOX affiliates in four U.S. markets, since 1995. Mr. Brady has also been the President of Eagle Creek Broadcasting, which owns and operates a CBS affiliate in Laredo, Texas, since 2002. Mr. Brady served on the FOX Affiliate Board for nine years, serving as Chairman for four of those years. The FOX Affiliate Board is a representative body of independent stations affiliated with the FOX Network, part of News Corporation. He currently serves on the Boards of the National Association of Broadcasters (NAB) and Syncbak, Inc. Mr. Brady previously served on the Board of Directors of The Ferris Foundation and Saga Communications, a publicly-traded media company.

In consideration of his services as a director, we have agreed to grant to Mr. Brady stock options to purchase 12,500 post-split shares of our common stock at an exercise price of $2.00 per share, vesting in full 12 months after the date of grant and expiring five years after the date of grant, under our 2011 B Equity Incentive Plan. We also agreed to reimburse Mr. Brady for all reasonable expenses in attending board and board committee meetings. Mr. Brady will be entitled to receive the same number of stock options, with an exercise price at then prevailing market prices, for each year he serves as our director.

On August 6, 2012, Mr. Brady made a private investment of $100,000 for the purchase of 41,667 shares of our restricted common stock at $2.40 per share. In accordance with the terms of the stock subscription agreement, if our proposed public offering is priced and sold below $2.40 per share in the next 120 days, we will issue additional shares to him, effectively adjusting the purchase price per share to 10% below the public offering price, with a floor of $.50 per share.

Mr. Brady also received 35,000 shares of our restricted common stock and may receive a $10,000 cash finance fee upon a closing of any equity offering or debt financing by us with net proceeds exceeding $2.0 million. Mr. Brady has not engaged in any other related party transaction with us during the last two fiscal years, and there are no family relationships between Mr. Brady and any of our other executive officers or directors.

A press release issued by us on August 8, 2012 announcing Mr. Brady's election to our Board of Directors is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)    Exhibits. The exhibit listed in the following Exhibit Index is filed as part of this current report.

Exhibit No.	Description
10.1	Stock Subscription Agreement between the Company and Brian W. Brady
99.1	Press Release issued by IZEA, Inc. on August 8, 2012.

SIGNATURES

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, INC.
Date: August 8, 2012	By:/s/ Edward H. (Ted) Murphy Edward H. (Ted) Murphy President and Chief Executive Officer

EX-10.1

EXHIBIT 10.1

THE SECURITIES THAT MAY BE ACQUIRED UPON EXECUTION OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

IZEA, INC.

STOCK SUBSCRIPTION AGREEMENT BRIDGE FINANCING

1. The undersigned, Brian Brady ("Subscriber"), hereby subscribes for and agrees to purchase 41,667 shares of Common Stock, par value $0.0001 per share (the “Shares”), of IZEA, for a purchase price of $2.40 per share, or an aggregate purchase price of $100,000. The Shares to be issued by IZEA pursuant to this agreement shall be validly issued, fully paid and non-assessable.

The Company has filed a registration statement on Form S-1 (No. 333-181916) with respect to the sale of $10.0 million of shares of the Company's common stock (the “Common Stock”) to the public, in which Aegis Capital Corp. is acting as the sole underwriter (the “Current Public Offering”). This Agreement is separate from and is not a part of the Current Public Offering.

In the event that the current public offering is priced and sold below $2.40 per share in the next 120 days, Company will issue additional shares to the subscriber, effectively adjusting the purchase price per share to 10% below that of the public offering, with a floor of $.50 per share.

2. As an inducement to the Subscriber to participate in the Bridge Financing, the Company will, concurrently with this investment, issue to the Subscriber, without requirement of any further payment, 35,000 shares of fully paid and nonassessable Common Stock (the “Enhancement Shares”). In addition, a cash financing fee of $10,000 shall be due and paid upon closing of any equity offering or debt financing by the Company with net proceeds exceeding $2.0 million, including the current $10.0 million underwritten public offering via Aegis Capital Corp.

3. Subscriber acknowledges that he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of acquiring the Shares provided for herein; that he is able to bear the economic risk of the investment; that he has had access, during the course of this transaction and prior to the execution of this agreement, to all information concerning IZEA as he has reasonably requested from IZEA; and that IZEA has made available to Subscriber, during the course of this transaction and prior to the execution of this agreement, the opportunity to ask questions of, and to receive answers from, IZEA concerning the terms and conditions of this transaction and to obtain any additional information, reasonably necessary to verify the accuracy of any information obtained by Subscriber.

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4. Subscriber represents that the Shares will be acquired by him for his own account for purposes of investment and not with a view to, or for sale in connection with, any distribution thereof. Subscriber understands and agrees that the Shares will not have been registered under the Securities Act of 1933, as amended (the "Act"); that Subscriber will not sell, transfer, pledge or otherwise dispose of the Shares unless the Shares are registered under the Act or IZEA has received an opinion of counsel satisfactory to IZEA that such registration is not required pursuant to an exemption from the registration requirements of the Act; and that IZEA will not be obligated to comply with any exemption from registration or to register the Shares. Subscriber has been advised that stock certificates for the Shares will be appropriately legended.

5. Subscriber understands that (a) the acquisition of the Shares will be a speculative investment which involves a high degree of risk of loss of such investment, (b) there are substantial restrictions on the sale and/or transferability of the Shares under the terms hereof and the provisions of the Act, and (c) for an indefinite period there may be no active public market for the Shares and, accordingly, it may not be possible to liquidate his investment in IZEA in case of emergency or otherwise.

6. Subscriber will have the option to invest no less than $100,000 in the current $10.0 million underwritten public offering via Aegis Capital Corp. on the same terms as other investors in such offering.

7. This subscription is not transferable or assignable by Subscriber.

8. This agreement shall be governed by Nevada law.

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Dated: August 6, 2012

/s/ Brian Brady                    

Subscriber

Subscription Accepted:

IZEA, INC.

By:     /s/ Edward Murphy            

Edward Murphy

Chief Executive Officer

By:     /s/ Donna Mackenzie            

Donna L. Mackenzie

Chief Financial Officer, Secretary and

Treasurer

By:     /s/ Ed Sim                

Ed Sim

Board Member

By:     /s/ Dan Rua                

Dan Rua

Board Member

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EX-99.1

EXHIBIT 99.1

Brian W. Brady Joins IZEA Board of Directors

Northwest Broadcasting CEO Makes $100,000 Private Investment

Orlando, Fla. (August 8, 2012) - IZEA, Inc. (IZEA:OTCQB), announces the addition of Brian Brady, Founder and CEO of Northwest Broadcasting, Inc., to its Board of Directors, joining Ted Murphy, Donna Mackenzie, Ed Sim and Dan Rua.

“Mr. Brady brings more than 25 years of multi-disciplinary media industry experience to the IZEA Board of Directors,” said Ted Murphy, CEO, IZEA. “He is recognized for his thought leadership and will be instrumental as IZEA looks to expand its portfolio of clients and platform offerings.”

Mr. Brady has been the founder and operator of several successful broadcasting and media ventures. He is currently Founder and CEO of Northwest Broadcasting, Inc., which owns and operates seven television stations including FOX affiliates in four U.S. markets. Mr. Brady also served on the FOX Affiliate Board for nine years, serving as Chairman for four of those years. The FOX Affiliate Board is a representative body of independent stations affiliated with the FOX Network, part of News Corporation.

In addition to his role at Northwest Broadcasting, Mr. Brady is also the President of Eagle Creek Broadcasting, which owns and operates a CBS affiliate in Laredo, Texas. He currently serves on the Boards of the National Association of Broadcasters (NAB) and Syncbak, Inc. Mr. Brady previously served on The Ferris Foundation Board and on the Board of Directors of Saga Communications, a publicly traded media company.

Mr. Brady made a private investment of $100,000 for the purchase of 41,667 shares of IZEA restricted common stock at $2.40 per share. Mr. Brady also received 35,000 additional shares of IZEA restricted common stock and, for serving as a director, 12,500 common stock options.

“I have been following IZEA and its management team for several years and look forward to being part of its growth as a member of the Board of Directors,” said Mr. Brady. “I believe IZEA is well-positioned to be the social media marketing solution of choice for agencies and brands seeking to leverage social media in a way that is measurable and scaleable.”

“We are thrilled that Mr. Brady shares our vision and passion for the social space,” said Donna Mackenzie, Chief Financial Officer, IZEA. “He will be a tremendous asset to the company as we expand our sales and marketing efforts.”

About IZEA

IZEA, Inc. (“IZEA”) is the world leader in social media sponsorship, operating multiple marketplaces including Staree, WeReward, SponsoredTweets and SocialSpark. IZEA connects advertisers with social media publishers, helping them monetize their social media presence. The company has completed over three million social media sponsorships for customers ranging from small local businesses to Fortune 50 organizations. For more information about IZEA, visit www.izea.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based largely on IZEA's expectations and are subject to a number of risks and uncertainties, certain of which are beyond IZEA's control. Actual results could differ materially from these forward-looking statements as a result of, among other factors, competitive conditions in the social media sponsorship segment in which IZEA operates, failure to popularize one or more of the marketplace platforms of IZEA and general economic conditions that are less favorable than expected.  In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this respect will in fact occur. Please read the full statement and disclosures here: http://izea.com/safe-harbor-statement/.

Media Contact

Jennifer Brown

248-376-8079

IZEA, Inc.

jenniferb@izea.com