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): January 11, 2016
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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480 N. Orlando Avenue, Suite 200
Winter Park, Florida
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32789
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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
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.
January 11, 2016
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws.
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On January 6, 2016, we filed a Certificate of Amendment with the Secretary of State of Nevada to effect a reverse stock split of the issued and outstanding shares of our common stock at a ratio of one share for every 20 shares outstanding prior to the effective date of the reverse stock split. The reverse stock split became effective on January 11, 2016. The total number of authorized shares of common stock will remain unchanged at its current total of 200,000,000 shares.
Each shareholder’s percentage ownership interest in our company and the proportional voting power remains unchanged after the reverse stock split, except for minor changes and adjustments resulting from rounding up of fractional interests. The rights and privileges of the holders of our common stock are unaffected by the reverse stock split.
A copy of the Certificate of Amendment is attached to this current report as Exhibit 3.1.
On January 11, 2016, we issued a press release announcing the reverse stock split was effective as of January 11, 2016. The full text of the press release is furnished as Exhibit 99.1 to this current report.
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Item 9.01.
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Financial Statements and Exhibits
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(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 of IZEA, Inc., filed with the Nevada Secretary of State on January 6, 2016.
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99.1
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Press Release issued by IZEA, Inc. on January 11, 2016.
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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: January 12, 2016
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By:/s/ Edward H. (Ted) Murphy
Edward H. (Ted) Murphy
President and Chief Executive Officer
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EXHIBIT 3.1
EXHIBIT A
"3.02. Common Stock. The total number of authorized shares of Common Stock shall be two hundred million (200,000,000) shares with par value of $0.0001 per share. Effective at 12:00 a.m. upon the effective date of the filing with the Secretary of State of the State of Nevada of the Certificate of Amendment to the Articles of Incorporation (the “Effective Time”), every twenty (20) shares of Common Stock of the Corporation, par value $0.0001 per share (the “Existing Common”), issued and outstanding or reserved for issuance or held in treasury, shall automatically, and without any action by the holder thereof, be changed and reclassified into one (1) share of Common Stock of the Corporation, par value $0.0001 per share (the “New Common”), and each certificate which, prior to the Effective Time, represented twenty (20) shares of the Existing Common shall, from and after the Effective Time, be deemed to represent one (1) share of the New Common.
No fractional shares of New Common will be issued but, in lieu thereof, each holder of shares of Existing Common who would otherwise be entitled to a fraction of a share of New Common (by virtue of holding a number of shares of Existing Common not evenly divisible by 20 or by virtue of holding fewer than 20 shares of Existing Common prior to the Effective Time), upon surrender of their certificates for Existing Common (and after aggregating all fractional shares of New Common to be received by such holder), shall receive the number of shares of New Common which such holder would otherwise be entitled to receive, rounded up to the next number of whole shares of New Common. Notwithstanding the forgoing, the authorized capital of the Corporation shall remain as stated in paragraph 3.01 of this Article III."
EXHIBIT 99.1
IZEA Announces Reverse Stock Split in Preparation
for Proposed Uplisting to NASDAQ
1-for-20 Reverse Stock Split Effective January 11, 2016 Represents IZEA’s
Next Step on Journey to Become a NASDAQ-Listed Company
Orlando, Florida (January 11, 2016) - IZEA, Inc. (the “Company”) (OTCQB: IZEA), operator of the premiere online marketplace that connects brands with influential content creators, today announced a 1-for-20 reverse split of its common stock prior to the market open on January 11, 2015 (the “Reverse Split”). The Reverse Split was approved by the Company's shareholders, board of directors, and the Financial Industry Regulatory Authority (FINRA).
Based on the closing price of $0.375 per share of Company common stock on January 8, 2016, the opening price on January 11, 2016 is anticipated to be $7.50 per share. The purpose of the Reverse Split is to enable the Company to qualify its common stock for listing on the NASDAQ Capital Market.
Ted Murphy, Founder and Chief Executive Officer of IZEA said, "Uplisting to NASDAQ would be a major event for IZEA, and we expect such an uplisting would attract a broader and more diverse shareholder base. We believe this is the next logical step for the growth of our Company."
Before any listing of the Company’s common stock on the NASDAQ Capital Market can occur, NASDAQ will need to give final approval of the Company's listing application. The Company believes it currently meets all listing requirements for listing on the NASDAQ Capital Market, with the exception of its share price. Following the completion of the Reverse Split, NASDAQ will monitor trading for a minimum of five trading days to ensure the Company’s common stock maintains key thresholds, including a minimum bid price of $4.00 per share.
At the effective time of the Reverse Split, every 20 shares of issued and outstanding Company common stock are to be converted into one newly issued share of Company common stock, without any change in the par value of the shares. The Reverse Split does not affect any Company shareholder's ownership percentage of IZEA common stock, except to the limited extent that the Reverse Split results in any shareholder owning a fractional share. Fractional shares of common stock resulting from the Reverse Split are to be rounded up to the nearest whole share.
The Company's common stock will trade under the new ticker symbol "IZEAD" for a period of 20 business days, after which time the Company’s ticker symbol will revert to “IZEA”. If the Company’s common stock is uplisted to the NASDAQ Capital Market prior to the completion of the 20 business day period, it will trade under the symbol “IZEA”.
About IZEA
IZEA operates the premiere online marketplace that connects brands with influential content creators. IZEA creators range from leading bloggers and social media personalities to A-List celebrities and professional journalists. Creators are compensated for developing and distributing unique content on behalf of brands including long form text, videos, photos and status updates. Brands receive influential consumer content and engaging, shareable stories that drive awareness. For more information about IZEA, visit
http://corp.izea.com
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Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Statements in this press release that are forward-looking include IZEA’s anticipated uplisting of its shares to trade on NASDAQ and post Reverse Split opening share price. These forward-looking statements are based largely on IZEA's current 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 sponsorship segment in which IZEA operates, failure to popularize one or more of the marketplace platforms of IZEA, difficulties in integrating platforms and operations and achieving the expected benefits from future acquisitions, 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 release will in fact occur. Please read the full statement and disclosures here:
http://corp.izea.com/safe-harbor-statement
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# # #
IZEA Investor Relations:
Budd Zuckerman
Genesis Select
303.415.0200
bzuckerman@genesisselect.com
IZEA Media Relations:
Brent Diggins
Allison & Partners
(480) 516-2035
brent@allisonpr.com
