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    SEC Form S-8 filed by IZEA Worldwide Inc.

    3/27/25 5:17:21 PM ET
    $IZEA
    Advertising
    Consumer Discretionary
    Get the next $IZEA alert in real time by email
    S-8 1 izeas-820250327.htm S-8 Document

    As filed with the U.S. Securities and Exchange Commission on March 27, 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. 2023 Inducement Plan
    (Full title of the plan)

    Patrick Venetucci
    Chief Executive Officer
    IZEA Worldwide, Inc.
    1317 Edgewater Drive, #1880
    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. ☐



    PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given by IZEA Worldwide, Inc. (the “Company” or the “Registrant”) to participants in the IZEA Worldwide, Inc. 2023 Inducement Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.







    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, 2024, filed with the SEC on March 27, 2025.
    (b)    The description of the Company’s common stock, par value $0.0001 per share (“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 4. Description of Securities

    Not applicable.

    Item 5. Interest of Named Experts and Counsel

    Not applicable.

    Item 6. Indemnification of Directors and Officers

    Our articles of incorporation provide that, to the fullest extent permitted by the Nevada Revised Statutes, the individual liability of directors and officers is eliminated.

    Our directors and officers are also entitled to indemnification as provided by the Nevada Revised Statutes and our articles of incorporation. We have agreed to indemnify each of our directors and officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer, or controlling person in the



    successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

    Item 7. Exemption from Registration Claimed.

    Not applicable.



    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).
    5.1*
    Opinion of Sklar Williams PLLC.
    10.1
    IZEA Worldwide, Inc. 2023 Inducement Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023).
    10.2
    Form of Performance-Based Restricted Stock Unit Award Agreement under the IZEA Worldwide, Inc. 2023 Inducement Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K.
    10.3
    Form of Time-Based Restricted Stock Unit Award Agreement under the IZEA Worldwide, Inc. 2023 Inducement Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K).
    23.1*
    Consent of GRANT THORNTON, LLP.
    23.2*
    Consent of Sklar Williams PLLC (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

    * Filed herewith.




    Item 9. Undertakings
    (a)The undersigned registrant hereby undertakes:
    (1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
    (i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
    (ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement.
    (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
    (2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
    (3)To remove from registration by means of a post-effective amendment any of the     securities being registered which remain unsold at the termination of the offering.
    (b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
    (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.



    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 27th day of March 2025.

    IZEA Worldwide, Inc.
    March 27, 2025By:/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 VenetucciMarch 27, 2025
    Patrick Venetucci
    Chief Executive Officer
    (Principal Executive Officer)
    /s/ Peter J. BiereMarch 27, 2025
    Peter J. Biere
    Chief Financial Officer
    (Principal Financial and Accounting Officer)
    /s/ Antonio BonchristianoMarch 27, 2025
    Antonio Bonchristiano
    Director
    /s/ Rodrigo BoscoloMarch 27, 2025
    Rodrigo Boscolo
    Director
    /s/ Brian W. BradyMarch 27, 2025
    Brian W. Brady
    Director
    /s/ John H. CaronMarch 27, 2025
    John H. Caron
    Director
    /s/ Lindsay A. GardnerMarch 27, 2025
    Lindsay A. Gardner
    Director
    /s/ Daniel R. RuaMarch 27, 2025
    Daniel R. Rua
    Director

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