0001495231-19-000106.txt : 20190729 0001495231-19-000106.hdr.sgml : 20190729 20190729080345 ACCESSION NUMBER: 0001495231-19-000106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190729 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20190729 DATE AS OF CHANGE: 20190729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IZEA Worldwide, Inc. CENTRAL INDEX KEY: 0001495231 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 371530765 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37703 FILM NUMBER: 19979403 BUSINESS ADDRESS: STREET 1: 480 N. ORLANDO AVENUE STREET 2: SUITE 200 CITY: WINTER PARK STATE: FL ZIP: 32789 BUSINESS PHONE: 407-674-6911 MAIL ADDRESS: STREET 1: 480 N. ORLANDO AVENUE STREET 2: SUITE 200 CITY: WINTER PARK STATE: FL ZIP: 32789 FORMER COMPANY: FORMER CONFORMED NAME: IZEA, Inc. DATE OF NAME CHANGE: 20120522 FORMER COMPANY: FORMER CONFORMED NAME: IZEA Holdings, Inc. DATE OF NAME CHANGE: 20110519 FORMER COMPANY: FORMER CONFORMED NAME: Rapid Holdings Inc. DATE OF NAME CHANGE: 20100624 8-K 1 a8-k20190729.htm 8-K Document


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): July 26, 2019


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.)

480 N. Orlando Avenue, Suite 200
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 3.02.
Unregistered Sales of Equity Securities.

On July 26, 2019, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 11, 2018, by and among IZEA Worldwide, Inc. (the "Company"), IZEA Merger Sub, Inc., TapInfluence, Inc. ("TapInfluence"), certain stockholders of TapInfluence and the stockholders' representative, as amended by Amendment No. 1 thereto, dated as of July 20, 2018, the Company issued to the former shareholders of TapInfluence 6,908,251 shares of its common stock valued at $3,500,000, or $0.50664 per share, using a thirty (30) trading day volume-weighted average closing price as reported by the Nasdaq Capital Market prior to the issuance date (the "30-day VWAP"). The Company recognized a gain of $752,589 on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $0.3977 on the settlement date and the 30-day VWAP.

The foregoing issuance of shares was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

    



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: July 29, 2019
 
By:/s/ Edward H. (Ted) Murphy        Edward H. (Ted) Murphy
President and Chief Executive Officer