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.
 
Exhibit No.
Description
5.1
10.1
23.1



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


Exhibit


EXHIBIT 5.1
OLSHAN
1325 Avenue of the Americas * New York, New York 10019
Telephone: 212-451-2300 * Facsimile: 212-451-2222
______________________________________________________________________________

June 12, 2020
IZEA Worldwide, Inc.
501 N. Orlando Avenue, Suite 313 PMB 247
Winter Park, Florida 32789
Ladies and Gentlemen:
We are acting as counsel for IZEA Worldwide, Inc., a Nevada corporation (the “Company”), in connection with the issuance and sale of up to $40,000,000 of shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, all of which are authorized but heretofore unissued shares to be offered and sold by the Company pursuant to the Registration Statement on Form S-3 (Registration No. 333-238619) (the “Registration Statement”), originally filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), on May 22, 2020, which became effective on June 2, 2020, as supplemented by the prospectus supplement dated June 4, 2020, and Amendment No.1 to Prospectus Supplement dated June 12, 2020, relating to the offer and sale of the Shares (as so supplemented and amended, the “Prospectus”).
We have reviewed and are familiar with such documents, corporate proceedings and other matters as we have considered relevant or necessary as a basis for the opinions in this letter. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and the Prospectus and in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed by the Company with the Commission on the date hereof and the incorporation thereof in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Olshan Frome Wolosky LLP
Olshan Frome Wolosky LLP



Exhibit


EXHIBIT 10.1

Amendment No. 1
to
At the Market Offering Sales Agreement


This Amendment No. 1 (the “Amendment No. 1”) dated June 12, 2020, to that certain At the Market Offering Sales Agreement, dated June 4, 2020 (the “Sales Agreement”) by and between IZEA Worldwide, Inc., a Nevada corporation (the “Company”), and National Securities Corporation, a Washington corporation (the “Agent”), is being entered into to modify certain terms of the Sales Agreement. Defined terms used herein have the definitions assigned to them in the Sales Agreement. Unless specifically amended or modified herein, the other terms of the Sales Agreement remain in full force and effect, not amended or modified, as of the date hereof.

1.    The amount of Placement Shares that may be sold under and pursuant to the terms of the Sales Agreement is increased by $30,000,000, for an amended aggregate of $40,000,000 that may be sold under and pursuant to the terms of the Sales Agreement. The defined term “Maximum Amount” in the Sales Agreement will mean $40,000,000.

2.     The definition of “Applicable Time,” in Section 24 of the Sales Agreement is hereby deleted and in its place inserted the following:

“Applicable Time” means (i) the date of any substantive amendment to the Sales Agreement, (ii) each Representation Date, and (iii) the time of each sale of any Placement Shares pursuant to this Agreement.

3.    At the date of this Amendment No. 1, for the sake of clarification of items to be delivered in connection with the change in the Maximum Amount in Sections 7 and 10 of the Sales Agreement, the Company will deliver or will arrange for the delivery of the following:

(i)    A Representation Date Officer’s Certificate as provided in Section 7(l) of the Sales Agreement, with the understanding that the Company has sold Placement Shares after June 4 up to and through the date of this Amendment No. 1 under the Sales Agreement;

(ii)    A secretary’s certificate as to only the authorization of the additional Placement Shares under the Maximum Amount;

(iii)    An opinion of Company Counsel, similar to that delivered prior to the date of the first Placement Notice, covering the additional Placement Shares under the Maximum Amount;

(iv)    A “bring down” comfort letter to the Initial Comfort Letter, dated June 4, 2020, provided by BDO USA LLP;

(v)    A copy of the amendment to any listing application to the Exchange to reflect the additional Placement Shares under the Maximum Amount; and

(vi)    A copy of the reserve request to the Company transfer agent and related documentation for the additional Placement Shares under the Maximum Amount.


1


In addition, prior to the delivery of any Placement Notice in connection with the additional Placement Shares under the Maximum Amount, if applicable, the Agent will have received notice from FINRA that it will not raise any objection to the terms of the offering and amount of compensation allowed or payable to the Agent as described in the Prospectus.

5.    The dollar amount referenced in Section 8, subpart (v) is increased from “$30,000,” to “$40,000,”.

If the foregoing correctly sets forth the understanding between the Company and the Agent as to amendments to the Sales Agreement, please so indicate in the space provided below for that purpose, whereupon this Amendment No 1. shall constitute a binding modification agreement between the Company and the Agent to the Sales Agreement.


IZEA WORLDWIDE, INC.


By: /s/ Edward H. Murphy            
Name: Edward H. (Ted) Murphy
Title: President and Chief Executive Officer




2


ACCEPTED as of the date first-above written:


NATIONAL SECURITIES CORPORATION



By: /s/ Jonathan Rich            
Name: Jonathan Rich
Title: Executive Vice President


 


3