As filed with the U.S. Securities and Exchange Commission on April 11, 2025.
Registration No. 333-286188
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
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. ☐
Explanatory Note
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-286188), originally filed by IZEA Worldwide, Inc. (the “Company”) with the Securities and Exchange Commission on March 27, 2025, is being filed solely to correct Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm. The original filing mistakenly included the consent related to the Company’s Form 10-K filed on the same day, rather than the appropriate consent for the Form S-8. No other changes have been made to the Registration Statement.
PART II. INFORMATION REQUIRED IN THE 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 | |||||
| 5.1** | |||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 23.1* | |||||
| 23.2** | |||||
| 24.1** | |||||
| 107** | |||||
* Filed herewith.
** Previously Filed.
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 11th day of April 2025.
| IZEA Worldwide, Inc. | ||||||||
| April 11, 2025 | By: | /s/ Patrick Venetucci | ||||||
| Patrick Venetucci Chief Executive Officer | ||||||||
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 | April 11, 2025 | ||||
| Patrick Venetucci | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| April 11, 2025 | |||||
| Peter J. Biere | |||||
| Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
| April 11, 2025 | |||||
| Antonio Bonchristiano | |||||
| Director | |||||
| April 11, 2025 | |||||
| Rodrigo Boscolo | |||||
| Director | |||||
| April 11, 2025 | |||||
| Brian W. Brady | |||||
| Director | |||||
| April 11, 2025 | |||||
| John H. Caron | |||||
| Director | |||||
| April 11, 2025 | |||||
| Lindsay A. Gardner | |||||
| Director | |||||
| April 11, 2025 | |||||
| Daniel R. Rua | |||||
| Director | |||||
| By: /s/ Patrick Venetucci | April 11, 2025 | ||||
| Patrick Venetucci | |||||
| Attorney-in-fact | |||||