As filed with the U.S. Securities and Exchange Commission on January 14, 2025.
Registration No. 333-___
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE 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)
Patrick Venetucci
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 700,000 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 December 12, 2024 (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 4,375,000, 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, (vi) 1,800,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-275258, filed with the SEC on November 2, 2023 (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, 2023, filed with the SEC on April 1, 2024.
(b) The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 15, 2024, for the quarter ended June 30, 2024, filed with the SEC on August 14, 2024, and for the quarter ended September 30, 2024, filed with the SEC on November 14, 2024.
(c) The Company’s Current Reports on Form 8-K filed with the SEC on January 11, 2024; April 1, 2024; April 4, 2024; May 15, 2024; May 28, 2024; June 17, 2024, July 8, 2024, July 26, 2024, August 14, 2024; September 9, 2024; September 10, 2024; September 30, 2024; November 14, 2024; and December 16, 2024.
(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 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4 | |||||
| 4.5 | |||||
| 4.6 | |||||
| 4.7 | |||||
| 4.8 | |||||
| 4.9 | |||||
| 4.1 | |||||
| 4.11 | |||||
| 4.12 | |||||
| 4.13 | |||||
| 4.14 | |||||
| 4.15 | |||||
| 4.16 | |||||
| 5.1 | |||||
| 23.1 | |||||
| 23.2 | |||||
| 24.1 | Power of Attorney (included as part of the signature page to this Registration Statement). | ||||
| 107 | |||||
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 10th day of January 2025.
| IZEA Worldwide, Inc. | ||||||||
| January 14, 2025 | By: | /s/ Patrick Venetucci | ||||||
| Patrick Venetucci Chief Executive Officer | ||||||||
POWER OF ATTORNEY
We, the undersigned officers and directors of IZEA Worldwide, Inc., hereby severally constitute and appoint Patrick Venetucci 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/ Patrick Venetucci | January 14, 2025 | ||||
| Patrick Venetucci | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| /s/ Peter J. Biere | January 14, 2025 | ||||
| Peter J. Biere | |||||
| Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
| /s/ Antonio Bonchristiano | January 14, 2025 | ||||
| Antonio Bonchristiano | |||||
| Director | |||||
| /s/ Rodrigo Boscolo | January 14, 2025 | ||||
| Rodrigo Boscolo | |||||
| Director | |||||
| /s/ Brian W. Brady | January 14, 2025 | ||||
| Brian W. Brady | |||||
| Director | |||||
| /s/ John H. Caron | January 14, 2025 | ||||
| John H. Caron | |||||
| Director | |||||
| /s/ Lindsay A. Gardner | January 14, 2025 | ||||
| Lindsay A. Gardner | |||||
| Director | |||||
| /s/ Daniel R. Rua | January 14, 2025 | ||||
| Daniel R. Rua | |||||
| Director | |||||