S-8

As filed with the U.S. Securities and Exchange Commission on November 1, 2023.

Registration No. 333-___

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933

IZEA WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Nevada	37-1530765
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1317 Edgewater Dr #1880, Orlando, Florida	32804
(Address of principal executive offices)	(Zip Code)

IZEA Worldwide, Inc. Amended and Restated 2011 Equity Incentive Plan

(Full title of the plan)

Edward H. (Ted) Murphy

Chief Executive Officer

IZEA Worldwide, Inc.

1317 Edgewater Drive

Orlando, FL 32804

(407) 674-6911

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

IZEA Worldwide, Inc. (the “Company”) has prepared this Registration Statement on Form S-8 in accordance with the requirements of General Instruction E (Registration of Additional Securities) to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register the offer and sale of an additional 1,800,000 shares of its common stock, par value $0.0001 per share (“Common Stock”), that are reserved for issuance in respect of awards to be granted under the IZEA Worldwide, Inc. Amended and Restated 2011 Equity Incentive Plan (the "Plan") pursuant to an amendment and restatement of such plan approved by the Company's stockholders on October 17, 2023 (the "Plan Amendment"). After taking into account the shares added by the Plan Amendment, the aggregate number of shares of Common Stock that may be issued under the Plan is 3,675,000, which includes (i) 250,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-196511, filed with the Securities and Exchange Commission (the "SEC") on June 4, 2014, (ii) 125,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-219407, filed with the SEC on July 21, 2017, (iii) 250,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-229304, filed with the SEC on January 18, 2019, (iv) 500,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-235677, filed with the SEC on December 23, 2019, and (v) 750,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-252020, filed with the SEC on January 11, 2021 (collectively, the "Prior Registration Statements"). The contents of the Prior Registration Statements are hereby incorporated by reference and made a part hereof, except that certain provisions contained in Part II thereof are modified as set forth in this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The Company is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other information with the SEC.The following documents, which are on file with the SEC, are incorporated in this Registration Statement by reference:

(a)    The Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023, as amended April 19, 2023.

(b)    The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 15, 2023, and for the quarter ended June 30, 2023, filed with the SEC on August 14, 2023.

(c)    The Company’s Current Reports on Form 8-K filed with the SEC on January 6, 2023; January 12, 2023; June 15, 2023; July 10, 2023; September 5, 2023; and October 20, 2023.

(d)    The description of Common Stock contained or incorporated by reference in the Company’s Registration Statements on Form 8-A (Registration No. 001-37703), filed with the SEC pursuant to Section 12(b) of the Exchange Act on February 25, 2016, including all amendments and reports filed for the purpose of updating such description, including Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 30, 2020.

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents.Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.Exhibits.

EXHIBIT INDEX

No.	Description
4.1	Amended and Restated Articles of Incorporation of IZEA, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2011).
4.2	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2011).
4.3	Certificate of Change of IZEA, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2012).
4.4	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2013).
4.5	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2014).
4.6	Certificate of Withdrawal of Certificate of Designation filed with the Secretary of State of the State of Nevada effective January 23, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2015).
4.7	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2016).
4.8	Articles of Merger of IZEA Innovations, Inc. filed with the Secretary of State of the State of Nevada effective April 5, 2016 (Incorporated by reference to Exhibit 3.11 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2016).
4.9	Articles of Merger filed with Secretary of State of the State of Nevada effective August 20, 2018 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on August 23, 2018).
4.1	Articles of Merger of IZEA Worldwide, Inc. filed with the Secretary of State of the State of Nevada effective December 17, 2019 (incorporated by reference to Exhibit 3.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).
4.11	Articles of Merger of IZEA Worldwide, Inc. filed with the Secretary of State of the State of Nevada effective December 14, 2020.
4.12	Certificate of Change of IZEA Worldwide, Inc., date June 14, 2023 and effective June 16, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 15, 2023).
4.13	Amended and Restated Bylaws of IZEA Worldwide, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on November 23, 2011).
4.14	First Amendment to Bylaws of IZEA Worldwide, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2022).
4.15	IZEA Worldwide, Inc. 2011 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2023).
5.1	Opinion of McDonald Carano LLP.
23.1	Consent of GRANT THORNTON, LLP.
23.2	Consent of McDonald Carano LLP (included in the opinion filed as Exhibit 5.1).
24.1	Power of Attorney (included as part of the signature page to this Registration Statement).
107	Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on this 1st day of November 2023.

IZEA Worldwide, Inc.
November 1, 2023	By:	/s/ Edward H. Murphy
		Edward H. Murphy Chief Executive Officer and Chairman of the Board

POWER OF ATTORNEY

We, the undersigned officers and directors of IZEA Worldwide, Inc., hereby severally constitute and appoint Edward H. Murphy and Sandra Carbone, and each of them (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution, for us and in our stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

/s/ Edward H. Murphy	November 1, 2023
Edward H. Murphy
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
/s/ Peter J. Biere	November 1, 2023
Peter J. Biere
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Ryan S. Schram	November 1, 2023
Ryan S. Schram
President, Chief Operating Officer and Director
/s/ Brian W. Brady	November 1, 2023
Brian W. Brady
Director
/s/ John H. Caron	November 1, 2023
John H. Caron
Director
/s/ Lindsay A. Gardner	November 1, 2023
Lindsay A. Gardner
Director
/s/ Daniel R. Rua	November 1, 2023
Daniel R. Rua
Director
/s/ Patrick J. Venetucci	November 1, 2023
Patrick J. Venetucci
Director

EX-FILING FEES

Calculation of Filing Fee Tables

……Form S-8……..

(Form Type)

…………….…………… IZEA Worldwide, Inc. …………………………..

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.0001 per share	Rule 457(c) and (h)	1,800,000(3)	$2.15	$3,870,000	0.0001476	$571.21
Total Offering Amounts					$3,870,000		$571.21
Total Fee Offsets							—
Net Fees Due							$571.21

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of additional shares of IZEA Worldwide, Inc.’s (the “Registrant”) common stock, par value $0.0001 per share (“Common Stock”), as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.

(2) Calculated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee, which is based on the average of the high and low market prices of the shares of common stock of the Registrant as reported on the Nasdaq Stock Market LLC on October 26, 2023.

(3) Represents an additional 1,800,000 shares of Common Stock issuable under the IZEA Worldwide, Inc. Amended and Restated 2011 Equity Incentive Plan, as amended, which increase in shares of Common Stock was approved by the Registrant’s stockholders at its Annual Meeting of Stockholders on October 17, 2023.

EX-5.1

EXHIBIT 5.1

McDONALDCARANO

November 1, 2023

IZEA Worldwide, Inc.

1317 Edgewater Dr, #1880

Orlando, Florida 32804

Re:Registration Statement/Form S-8

2011 Equity Incentive Plan, As Amended and Restated October 17, 2023

Ladies and Gentlemen:

We have acted as special Nevada counsel to IZEA Worldwide, Inc., a Nevada corporation (the “Company”). At your request, we have examined the Registration Statement (the “RegistrationStatement”) on Form S-8 to be filed with the Securities and Exchange Commission by the Company in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,800,000 additional shares of the Company’s common stock, par value $0.0001 (the “Plan Shares”), which will be issuable under the Company’s 2011 Equity Incentive Plan, As Amended and Restated October 17, 2023 (the “Equity Incentive Plan”).

As special Nevada counsel to the Company in connection with the proposed potential issuance of the Plan Shares, we have examined the actions taken by the Company in connection with the adoption of the Equity Incentive Plan and the authorization of the issuance of the Plan Shares, and such other documents as we have deemed necessary to render this opinion. In addition, we have examined an executed copy of that certain certificate of officer of the Company dated as of the date hereof, and the Company’s articles of incorporation and bylaws, as amended and effective as of the date hereof. We have also examined such records, documents, certificates of public officials and of the Company, made such inquiries of officials or representatives of the Company, as applicable, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinion set forth herein. We have relied upon the certificates of all public officials and Company officers with respect to the accuracy of all matters contained therein.

In connection with our opinion, we have also assumed the genuineness of all signatures, the legal capacity of natural personas, the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. For the purpose of the opinion rendered below, we have assumed that in connection with the issuance of the Plan Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Plan Shares covered by each such issuance. We have further assumed that the Registration Statement has been declared effective pursuant to the Securities Act of 1933, as amended, and that the Equity Incentive Plan will comply with all applicable laws at the time the Plan Shares are issued pursuant to the Equity Incentive Plan.

mcdonaldcarano.com

100 West Liberty Street • Tenth Floor • Reno, Nevada 89501 • P: 775.788.2000

2300 West Sahara Avenue • Suite 1200 • Las Vegas, Nevada 89102 • P: 702.873.4100

Based upon and subject to the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Equity Incentive Plan will be validly issued, fully paid and non-assessable.

We are qualified to practice law in the State of Nevada. The opinion set forth herein is expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to the laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities or bankruptcy laws, rules or regulations, any state securities or “blue sky” laws, rules or regulations or any state laws regarding fraudulent transfers. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

This opinion is issued in the State of Nevada. By issuing this opinion, McDonald Carano LLP (i) shall not be deemed to be transacting business in any other state or jurisdiction other than the State of Nevada and (ii) does not consent to the jurisdiction of any state other than the State of Nevada. Any claim or cause of action arising out of the opinions expressed herein must be brought in the State of Nevada. Your acceptance of this opinion shall constitute your agreement to the foregoing.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder. This opinion is furnished to you in connection with the above-described Form S-8 and the Registration Statement and is not to be used, circulated, quoted from or otherwise relied on for any other purpose.

Sincerely,

/s/ McDonald Carano LLP

McDONALD CARANO LLP

mcdonaldcarano.com

100 West Liberty Street • Tenth Floor • Reno, Nevada 89501 • P: 775.788.2000

2300 West Sahara Avenue • Suite 1200 • Las Vegas, Nevada 89102 • P: 702.873.4100

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 31, 2023, with respect to the consolidated financial statements of IZEA Worldwide, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON, LLP

Charlotte, North Carolina

November 1, 2023