TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 29, 2020 Edward H. Murphy President and Chief Executive Officer IZEA Worldwide, Inc. 501 N. Orlando Avenue, Suite 313 PMB 247 Winter Park, Florida 32789 Re: IZEA Worldwide, Inc. Registration Statement on Form S-3 Filed May 22, 2020 File No. 333-238619 Dear Mr. Murphy: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Cara Wirth at (202) 551-7127 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Spencer G. Feldman, Esq.