UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 11, 2013
IZEA, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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333-167960
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37-1530765
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1000 Legion Place, Suite 1600 Orlando, Florida
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32801
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(407) 674-6911
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(Former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
CURRENT REPORT ON FORM 8-K
IZEA, INC.
February 11, 2013
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
On February 6, 2013, the board of directors and holders of a majority of the outstanding shares of common stock of IZEA, Inc. approved an increase in the number of shares of common stock reserved for issuance under its 2011 Equity Incentive Plan by 11,000,000 shares to a new total of 11,613,715 shares. Other than the increase in the number of shares reserved for issuance thereunder, no changes were made to the 2011 Equity Incentive Plan, which is described in IZEA's registration statement on Form S-1 (No. 333-181916), effective September 5, 2012. No awards have been made to date under the Plan with respect to such new shares.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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(a)
On February 6, 2013, the board of directors and holders of a majority of the outstanding shares of common stock of IZEA, Inc. approved an increase in the number of authorized shares of common stock of IZEA from 12,500,000 shares to 100,000,000 shares (the “Share Increase”). IZEA amended its Articles of Incorporation (the “Amendment”) to effect the Share Increase by filing a Certificate of Amendment with the Nevada Secretary of State on February 11, 2013. The Certificate of Amendment to the Articles of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events
On February 4, 2013, IZEA satisfied all of its remaining obligations under its Senior Secured Promissory Note dated February 3, 2012, in the original principal amount of $550,000, issued by IZEA to Barry Honig and Michael Brauser. From October 2012 through February 2013, pursuant to the terms contained in Section 4 of the Note, the holders or their assignees converted all of the principal amount of the Note into 2,843,422 shares of IZEA's common stock at an average conversion price of $0.19 per share. The effect of such conversions on the financial statements of IZEA will essentially be to reduce IZEA's consolidated short-term debt by $550,000, as a result of the extinguishment of the Note payable by IZEA to such holders.
A press release issued by us on February 12, 2013 announcing the debt conversion is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to the Articles of Incorporation.
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99.1
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Press Release issued by IZEA, Inc. on February 12, 2013
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SIGNATURES
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.
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IZEA, INC.
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Date: February 15, 2013
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By:/s/ Edward H. (Ted) Murphy
Edward H. (Ted) Murphy
President and Chief Executive Officer
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EXHIBIT 99.1
IZEA Completes Note Conversion
Converts $550,000 of Debt into Common Stock
Orlando, Fla. (February 12, 2013) - IZEA, Inc. (IZEA: OTCQB), the pioneer of Social Media Sponsorship, satisfied all of its obligations related to its $550,000 February 2012 promissory note on February 4, 2013. From October 2012 through February 2013, the note holders or their assignees converted the note into approximately 2.8 million shares of IZEA's common stock at an average conversion price of $0.19 per share.
"We are pleased to have this note converted in full," said Ted Murphy, Founder & CEO of IZEA. “The elimination of this senior secured debt enables the company to engage in other financing options in the future.”
About IZEA
IZEA, Inc. is the pioneer of social media sponsorship, operating multiple online marketplaces including Staree, Sponsored Tweets and SocialSpark. IZEA connects advertisers with social media influencers, helping them monetize their social media presence. The company has completed over three million social media sponsorships for customers ranging from small local businesses to Fortune 50 organizations. For more information about IZEA, visit www.izea.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based largely on IZEA's expectations and are subject to a number of risks and uncertainties, certain of which are beyond IZEA's control. Actual results could differ materially from these forward-looking statements as a result of, among other factors, competitive conditions in the social media sponsorship segment in which IZEA operates, failure to popularize one or more of the marketplace platforms of IZEA, inability to obtain additional capital, and changing economic conditions that are less favorable than expected. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this respect will in fact occur. Please read the full statement and disclosures here: http://izea.com/safe-harbor-statement
Investor Contact
Jon Cunningham
RedChip Companies, Inc.
Tel: +1-800-733-2447, ext. 107
info@redchip.com
http://www.redchip.com
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