Amendment: SEC Form SC 13D/A filed by IZEA Worldwide Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 46604H204

CUSIP No. 46604H204

CUSIP No. 46604H204

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned, on May 17, 2024 (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D, as specifically set forth herein.

Item 2. Identity and Background

Item 2 is hereby amended and restated as follows:

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

On September 6, 2024, GP Cash Management, GP Investments, Rodrigo Boscolo and Mr. Bonchristiano (collectively with each of their affiliates and controlled associates, the “GP Parties”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer, pursuant to which the Issuer agreed to, among other things, (i) appoint each of Messrs. Bonchristiano and Boscolo to the Board; (ii) direct the Board’s Nominations and Corporate Governance Committee (the “NCG Committee”) to conduct a search for a gender diverse director to appoint as a new director to the Board (the “Additional Director”), such Additional Director to be mutually agreed upon by the incumbent directors and Messrs. Bonchristiano and Boscolo; (iii) establish a Strategy and Capital Allocation Committee of the Board comprised of four directors, including Messrs. Bonchristiano and Boscolo and two incumbent directors; (iv) appoint one of Messrs. Bonchristiano or Boscolo to the Compensation Committee of the Board (the “Compensation Committee”) and the NCG Committee; and (v) separate the roles of Chief Executive Officer and Chairman and dissolve the position of Lead Independent Director.

Pursuant to the Cooperation Agreement, the Issuer also agreed to (i) limit the sizes of the Compensation Committee and NCG Committee to a maximum of three directors in each committee; (ii) have management work with the Board to create a detailed plan to put the Issuer on a path to achieving stable and consistent positive “Net Income,” as such term is defined and otherwise understood by generally accepted accounting principles, such plan to be considered by the Board within six weeks of the appointment of Messrs. Bonchristiano and Boscolo to the Board; and (iii) increase the share repurchase program maximum amount to $10,000,000.

Pursuant to the Cooperation Agreement, the GP Parties are subject to certain customary standard standstill restrictions from the date of the Cooperation Agreement until the date that is the later to occur of (i) ten days prior to the deadline of the advance notice period for the submission by stockholders of director nominations for consideration at the Issuer’s 2025 annual meeting of stockholders and (ii) five days following the date that neither Antonio Bonchristiano nor Rodrigo Boscolo (nor any Replacement Director, as defined in the Cooperation Agreement) are on the Board (such period, the “Standstill Period”). During the Standstill Period, the GP Parties and the Issuer also agreed to certain mutual non-disparagement provisions.

During the Standstill Period, the GP Parties will vote all shares of their Common Stock in accordance with the Board’s recommendations with respect to (i) each election of directors, removal of directors or any replacement of directors, (ii) the ratification of the appointment of the Issuer’s independent registered public accounting firm, (iii) the Issuer’s “say-on-pay” proposal, and (iv) any other proposal to be submitted to the stockholders of the Issuer by either the Issuer or any stockholder of the Issuer; provided, however, that the GP Parties shall be permitted to vote in their sole discretion on any proposal of the Issuer in respect of any Extraordinary Transaction or the Rights Agreement (each, as defined in the Cooperation Agreement) and in accordance with Institutional Shareholder Services, Inc. (“ISS”) and Glass, Lewis & Co. LLC (“Glass Lewis”) if ISS and Glass Lewis publish a voting recommendation that differs from the Board’s recommendation with respect to any proposal (other than proposals related to election, removal or replacement of directors, the authorization of shares, or the issuance of equity in connection with employee compensation).

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated to read as follows:

GP Cash Management directly owns 3,002,036 shares of Common Stock.

The Covered Persons disclaim beneficial ownership over all of the shares of Common Stock reported as owned by the Reporting Persons, except to the extent of their pecuniary interest therein.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons or the Covered Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

On September 6, 2024, the Reporting Persons and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

As directors of the Issuer, Messrs. Bonchristiano and Boscolo are subject to and intend to comply with the policies and guidelines of the Issuer applicable to all directors of the Issuer, including, without limitation, policies related to the trading of the Issuer’s securities.

As a result of Messrs. Bonchristiano’s and Boscolo’s positions at the Issuer, on the one hand, and GP Cash Management and GP Investments, on the other hand, GP Cash Management and GP Investments are subject to and intend to adhere to the policies of the Issuer, including certain policies related to the trading of the Issuer’s securities, subject to certain exceptions.

Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the Covered Persons and any other persons with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 10, 2024

Schedule A

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