izea-202301090001495231false00014952312023-01-092023-01-09
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): January 9, 2023
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.) |
| | | | | | | | |
1317 Edgewater Dr #1880, Orlando, Florida | | 32804 |
| (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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 ☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 9, 2023, IZEA Worldwide, Inc. (the "Company") entered into a Second Amendment to the Executive Employment Agreement (the "Second Amendment") with Peter J. Biere, the Company’s Chief Financial Officer.
Pursuant to the Second Amendment, Mr. Biere will receive an annual base salary of $320,000. The Second Amendment provides for annual restricted stock units valued at $25,000 vesting over four years with 25% vesting in one year and the remaining 75% in equal monthly installments over three years on the last day of each month. However, the number of underlying shares of common stock in each annual stock option award shall not exceed 100,000 shares. In the event the fair market value of the stock option grant is less than $25,000 as limited by the 100,000 share maximum, Mr. Biere will be entitled to receive the difference in fair market value in cash. Additionally, Mr. Biere is also eligible to receive quarterly cash bonuses based on the Company's revenue and he is eligible for an annual bonus up to $144,000 in cash based on the achievement of specified annual and quarterly performance goals, to be paid quarterly pursuant to the terms of the Executive Employment Agreement.
The foregoing summary description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| 10.1 | |
Forward Looking Statements
All statements in this current report that are not based on historical fact are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “anticipate,” “hope,” “estimate,” “believe,” “intend,” "likely," "projects," “plans,” "pursue," "strategy" or "future," or the negative of these words or other words or expressions of similar meaning. Examples of forward-looking statements include, among others, statements we make regarding expectations concerning IZEA’s ability to increase revenue and bookings, growth or maintenance of customer relationships, and expectations concerning IZEA’s business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including, among others, the following: competitive conditions in the content and social sponsorship segment in which IZEA operates; failure to popularize one or more of the marketplace platforms of IZEA; our ability to establish maintain disclosure controls and procedures and internal control over financial reporting; our ability to satisfy the requirements for continued listing of our common stock on the Nasdaq Capital Market; changing economic conditions that are less favorable than expected; and other risks and uncertainties described in IZEA’s periodic reports filed with the Securities and Exchange Commission. The forward-looking statements made in this current report speak only as of the date of this current report, and IZEA assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.
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: January 12, 2023 | | By:/s/ Edward H. (Ted) Murphy Edward H. (Ted) Murphy
Chief Executive Officer |
DocumentSECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 9th day of January 2023, by and between IZEA Worldwide, Inc., a Nevada corporation with an address of 1317 Edgewater Drive, Ste. 1880, Orlando, FL. 32804 (the “Company”), and Peter Biere, an individual residing at 716 Hampton Woods Lane SW, Vero Beach, FL 32962 (“Executive”). As used herein, the “Effective Date” of this Amendment shall mean January 9, 2023. This Amendment amends and modifies portions of the Executive Employment Agreement dated effective April 1, 2021 as modified by the First Amendment to the Executive Employment Agreement dated effective January 28, 2022 (the “Agreement”).
W I T N E S S E T H:
WHEREAS, the Company desires to modify the compensation and awards to be granted to the Executive pursuant to Exhibit A of the Agreement; and
WHEREAS, the Executive desires to receive such compensation and awards on such terms and conditions;
NOW, THEREFORE, in consideration of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to be bound, hereby agree as follows:
1.Schedule A to the Agreement is hereby modified by replacing the following sections with the language below:
D. For Section 3(a):
The annual rate referred to in Section 3(a) shall be Three Hundred and Twenty Thousand Dollars and 00/100 ($320,000) effective as of January 1, 2023.
E. For Section 3(b):
KPI Bonus Plan
In addition to the compensation referred to in Section 3(a) and at the Board’s discretion, the Company shall also pay to the Executive, in respect of each fiscal year, a bonus in the amount of up to $144,000 (or higher as determined by the Board), based on the Executive meeting and exceeding mutually agreed upon key performance indicators/goals (KPIs) for the Company as determined by the Compensation Committee. The bonus will be split in five equal parts, issued once per quarter for quarterly KPIs and once per year for annual KPIs. The bonus will be issued within 15 days of the filing of each quarterly or annual report with timing commensurate to that of the other members of the executive team.
Annual Restricted Stock Unit (RSU) Issuance
The Executive shall be granted RSUs (as defined in the Company’s 2011 Equity Incentive Plan) annually on the anniversary of the Effective Date of the Agreement (“Annual RSU Grant”). The number of RSUs included in an Annual RSU Grant shall equal $25,000 divided by the Fair Market Value (as defined in the Plan) of the Company’s common stock (but, in any event, the number of underlying shares of common stock shall not exceed 100,000 shares (as adjusted for stock splits and similar events)). In the event that the Annual RSU Grant is limited by the 100,000 share cap, the Executive shall be entitled to receive 100% of the
difference in fair market value in cash. Each Annual RSU Grant shall vest 25% one year from issuance and to the remaining 75% in equal monthly installments thereafter for three years on the last day of each succeeding month thereafter until fully vested, subject to the terms and provisions of an RSU award agreement, which will contain the terms pertaining to the RSUs described herein. Restricted stock units will fully vest upon a Change of Control as defined in Section 7(e) or upon termination in accordance with Section 7(b)(i).
Provisions Applicable to the Stock Options and Restricted Stock Units
In the event of termination of the employment (A) by the Executive without Good Reason or (B) by the Company pursuant to Section 7(b)(ii), all stock options and RSUs not theretofore vested will lapse and be forfeited. In the event the Executive’s employment is terminated for any other reason under Section 7(b)(i) or under Section 7(b)(iii), (iv) or (v), all stock options and RSUs not theretofore vested will thereupon become immediately vested on the date of termination, and, in the event of Executive’s death, all stock options provided for under this Agreement will transfer to the Executive’s estate. Upon a Change of Control, as provided in Section 7(e), 50% of all unvested stock options and RSUs granted to the Executive will vest immediately and the remaining 50% of all stock options and RSUs granted to the Executive will vest upon the earlier of the effective date of an amended employment agreement that replaces this Employment Agreement or the date of the Executive’s termination for any reason, other than pursuant to Section 7(b)(ii), by the acquiring company. Except as otherwise provided in the next paragraph, each stock option will expire ten years after it is granted.
In the event of termination of the employment of the Executive pursuant to the paragraph above, all unexercised and exercisable stock options granted to him hereunder must be exercised by him, or his estate (or heir(s)), as the case may be: (A) within twelve (12) months after the date of termination, if the termination is due to disability, as provided in Section 7(b)(iii), (B) within twelve (12) months after the date of termination, in the event of death of the Executive, as provided in Section 7(b)(iv) or (C) within ninety (90) days after the date of termination if the termination is for any other reason; provided, however, that in the event of the Executive’s employment is terminated pursuant to Section 7(b)(ii), all unexercised and exercisable stock options granted to him hereunder become null and void immediately upon termination.
1.Ratification of Agreement. Except as modified by this Amendment, the Parties hereby ratify, reaffirm and reapprove all of the terms, covenants and conditions of the Agreement. Any further alteration or modification of the provisions of the Agreement shall not be effective unless and until reduced to writing and executed by the Parties.
1.Attorney Review. By signing this Amendment, each Party affirms that they have had sufficient opportunity and time to hire legal counsel to review this Agreement and negotiate any and all terms and clauses.
IN WITNESS WHEREOF, the Executive and the Company have caused this Amendment to be executed as of the date first above written.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
COMPANY: | | EXECUTIVE: |
| | |
IZEA Worldwide, Inc. | | PETER BIERE |