8-K - IZEA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

_____________________________________________________________________________________________

Date of Report (Date of earliest event reported): January 28, 2022

IZEA WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	001-37703	37-1530765
(State or other jurisdiction of<br>incorporation)	(Commission File Number)	(I.R.S. Employer<br>Identification No.)	1317 Edgewater Dr #1880,<br><br>Orlando, Florida	32804
---	---
(Address of principal executive offices)	(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	IZEA	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On January 28, 2022, IZEA Worldwide, Inc. (the “Company”) converted the form of stock compensation granted to its executive officers pursuant to their respective employment agreements (the “Employment Agreements”) from stock options to restricted stock units. This change corresponds to a shift in the Company’s employee compensation strategy towards restricted stock units to enhance employees' ownership of the Company. The amount of restricted stock units that may be granted to the executive officers (based on their fair market value, as defined in the Company’s 2011 Equity Incentive Plan) under their amended Employment Agreements is the same as the value of the stock options (based on Black-Scholes modeling) granted under the respective Employment Agreements prior to their amendment and are subject to the same vesting terms.

The foregoing summary of the Employment Agreement amendments does not purport to be complete and is qualified in its entirety by reference to the full text of such amendments, copies of which are attached as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed herewith.

Exhibit No.	Description
10.1	First Amendment to Amended and Restated Executive Employment Agreement, dated January 28, 2022 between IZEA Worldwide, Inc. and Edward H. Murphy.
10.2	First Amendment to Amended and Restated Executive Employment Agreement, dated January 28, 2022 between IZEA Worldwide, Inc and Ryan S. Schram.
10.3	First Amendment to Executive Employment Agreement, dated January 28, 2022 between IZEA Worldwide, Inc and Peter J. Biere.

SIGNATURE

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.

	IZEA WORLDWIDE, INC.
Date: February 25, 2022	By:/s/ Edward H. (Ted) Murphy<br><br>Edward H. (Ted) Murphy<br>Chief Executive Officer

Document

FIRST AMENDMENT TO AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 28th day of January 2022, by and between IZEA Worldwide, Inc., a Nevada corporation with an address of 1317 Edgewater Drive, Ste. 1880, Orlando, FL. 32804 (the “Company”), and Edward H. Murphy, an individual residing at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx (“Executive”). As used herein, the “Effective Date” of this Amendment shall mean January 28, 2022. This Amendment amends and modifies portions of the Amended and Restated Executive Employment Agreement dated effective April 21, 2019 (the “Agreement”).

W I T N E S S E T H:

WHEREAS, the Company desires to modify the type of stock awards to be granted to the Executive pursuant to Section 3 of the Agreement; and

WHEREAS, the Executive desires to receive stock awards on such terms and conditions;

NOW, THEREFORE, in consideration of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to be bound, hereby agree as follows:

1.Section 3 of the Agreement is hereby amended by replacing the following provisions:

3.(d). Annual Stock Awards. The Executive shall be granted Restricted Stock Units (as defined in the Company’s 2011 Equity Incentive Plan) annually beginning on August 27, 2022 and each August 27th thereafter (each such grant, an “Annual RSU Grant. The number of RSUs included in an Annual RSU Grant shall equal $200,000 divided by the Fair Market Value (as defined in the Plan) of the Company’s common stock on the immediately preceding trading day (but, in any event, the number of underlying shares of common stock shall not exceed 200,000 shares, as adjusted for stock splits and similar events, unless increased by written consent of the Board of Directors). Each Annual RSU Grant shall vest in 48 equal installments, commencing on the grant date and on the last day of each succeeding month thereafter until fully vested, subject to the terms and provisions of an RSU award agreement, which will contain the terms pertaining to the RSUs contained herein. In the event that the Fair Market Value RSUs granted are limited by the 200,000 share cap, the Executive shall be entitled to receive 100% of the difference in fair market value through a combination of cash or the value in RSUs with the same vesting schedule and Fair Market Value as the above RSUs, at the sole option of the Board.

(f). CEO Stock Bonus. The Executive shall also be entitled to receive additional RSUs as a bonus, valued at up to $150,000 per year (but, in any event, the number of underlying shares of common stock shall not exceed 200,000 shares, unless increased by written consent of the Board of Directors, (as adjusted for stock splits and similar events)), at a price per share equal to the Fair Market Value market price of the

311451052.1

common stock on the date of grant, based upon the Company’s and the Executive’s achievement of specified key performance indicators (the “CEO Stock Bonus KPIs”). The bonus will be split twenty percent (20%) per quarter for quartile goals and twenty percent (20%) annually for annual goals. Within the earlier of (a) fifteen (15) days following the filing of the Company’s Quarterly Report on Form 10-Q for such quarter or Annual Report on Form 10-K for such year or (b) the third pay period after such quarterly or annual report filing, the Executive will be issued the bonus RSUs. The RSUs shall vest in thirty-six (36) equal installments, commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter until all RSUs are vested, and pursuant to a customary RSU agreement which will contain the terms pertaining to the RSUs contained in this Section 3(f). In the event that the Fair Market Value RSUs granted are limited by the 200,000 share cap, the Executive shall be entitled to receive 100% of the difference in fair market value through a combination of cash or the value in RSUs with the same vesting schedule and Fair Market Value as the above RSUs, at the sole option of the Board.

2.Pursuant to Section 14 of the Agreement, the parties provide notice of their updated addresses as follows:

a.If to the Executive, to him at:

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

b.If to the Company, to it at:

1317 Edgewater Drive, Ste. 1880, Orlando, FL. 32804

3.Ratification of Agreement. Except as modified by this Amendment, the Parties hereby ratify, reaffirm and reapprove all of the terms, covenants and conditions of the Agreement. Any further alteration or modification of the provisions of the Agreement shall not be effective unless and until reduced to writing and executed by the Parties.

4.Attorney Review. By signing this Amendment, each Party affirms that they have had sufficient opportunity and time to hire legal counsel to review this Agreement and negotiate any and all terms and clauses.

[Signatures on following page]

311451052.1

IN WITNESS WHEREOF, the Executive and the Company have caused this Amendment to be executed as of the date first above written.

COMPANY:			EXECUTIVE:
IZEA Worldwide, Inc.			EDWARD H. MURPHY
By:	/s/ Peter Biere		By:	/s/ Edward Murphy
Title:		Chief Financial Officer
Date:		1/28/2022	Date:		1/28/2022
By:	/s/ Dan Rua
---	---	---
Title:		Compensation Committee Chair
Date:		1/28/2022
311451052.1
---

Document

FIRST AMENDMENT TO AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 28th day of January 2022, by and between IZEA Worldwide, Inc., a Nevada corporation with an address of 1317 Edgewater Drive, Ste. 1880, Orlando, FL. 32804 (the “Company”), and Ryan S. Schram, an individual residing at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx (“Executive”). As used herein, the “Effective Date” of this Amendment shall mean January 28, 2022. This Amendment amends and modifies portions of the Amended and Restated Executive Employment Agreement dated effective January 1, 2021 (the “Agreement”).

W I T N E S S E T H:

WHEREAS, the Company desires to modify the type of stock awards to be granted to the Executive pursuant to Section 7 of the Agreement; and

WHEREAS, the Executive desires to receive stock awards on such terms and conditions;

NOW, THEREFORE, in consideration of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to be bound, hereby agree as follows:

1.The final sentence of Section 7 of the Agreement is hereby removed and replaced with “The Executive will be eligible for Share Awards as outlined in Schedule B”.

2.Schedule B to the Agreement is hereby removed and replaced with the revised Schedule B attached hereto.

[Signatures on following page]

311451052.1

IN WITNESS WHEREOF, the Executive and the Company have caused this Amendment to be executed as of the date first above written.

COMPANY:			EXECUTIVE:
IZEA Worldwide, Inc.			RYAN S. SCHRAM
By:	/s/ Edward H. Murphy		By:	/s/ Ryan S. Schram
Title:		CEO
Date:		1/28/2022	Date:		1/28/2022
By:	/s/ Dan Rua
---	---	---
Title:		Compensation Committee Chair
Date:		1/28/2022
311451052.1
---

Schedule B

Share Awards

Annual Stock Awards

The Executive shall be granted RSUs (as defined in the Company’s 2011 Equity Incentive Plan) annually beginning on January 1, 2022 and each January 1st thereafter (each such grant, an “Annual RSU Grant”), provided that the Annual RSU Grant for 2022 shall be based on the closing price of the stock on December 31, 2021. The number of RSUs included in an Annual RSU Grant shall equal $25,000 divided by the Fair Market Value (as defined in the Plan) of the Company’s common stock on the immediately preceding trading day (but, in any event, the number of underlying shares of common stock shall not exceed 100,000 shares (as adjusted for stock splits and similar events)). Each Annual RSU Grant shall vest in 48 equal installments, commencing on the grant date and on the last day of each succeeding month thereafter until fully vested, subject to the terms and provisions of an RSU award agreement, which will contain the terms pertaining to the RSUs contained in this Schedule B. In the event that Fair Market Value RSUs are limited by the 100,000 share cap, the Executive shall be entitled to receive 100% of the difference in fair market value through a combination of cash or the value in RSUs with the same vesting schedule and Fair Market Value as the above RSUs, at the sole option of the Board.

Stock Bonus KPIs

The Executive shall also be entitled to receive additional RSUs as a bonus, in an aggregate annual amount up to $25,000 divided by the Fair Market Value (as defined in the Plan) of the Company’s common stock on the trading day immediately preceding the grant date, (but, in any event, the number of underlying shares of common stock shall not exceed 100,000 shares (as adjusted for stock splits and similar events)), based upon the Company’s and the Executive’s achievement of specified key performance indicators as determined by the Compensation Committee (the “Stock Bonus KPIs”). The bonus will be split 20% per quarter for quartile goals and 20% annually for annual goals. Not later than the earlier of (a) 15 days following the filing of the Company’s Quarterly Report on Form 10-Q for such quarter (or Annual Report on Form 10-K for the fourth fiscal quarter) or (b) the 4th pay period after such quarter (or 8th pay period after the fourth fiscal quarter), the Executive will be issued the bonus RSUs, as applicable. The RSUs shall vest in 12 equal installments, commencing on the last day of the month in which the grant occurred and on the last day of each succeeding month thereafter until fully vested, subject to the terms and provisions of an RSU award agreement, which will contain the terms pertaining to the RSUs contained in this Schedule B. In the event that Fair Market Value RSUs are limited by the 100,000 share cap, the Executive shall be entitled to receive 100% of the difference in fair market value through a combination of cash or the value in RSUs with the same vesting schedule and Fair Market Value as the above RSUs, at the sole option of the Board.

Provisions Applicable to Stock Options and Restricted Stock Units

In the event of termination of the employment (A) by the Executive pursuant to Section 11(e) or (B) by the Company pursuant to Section 11(c), all stock options and restricted stock units not theretofore vested will lapse and be forfeited. In the event the Executive’s employment is terminated for any other reason (including for Good Reason or disability and death), all stock options and RSUs not theretofore vested will thereupon become immediately vested on the date of termination, and, in the event of Executive’s death, all stock options provided for under this Agreement will transfer to the Executive’s estate. Upon a Change of Control, as provided in Section 11(f), 50% of all unvested stock options and RSUs granted to the Executive will vest immediately and the remaining 50% of all stock options and RSUs granted to the Executive will vest upon the earlier of the effective date of an Employment Agreement that replaces this

311451052.1

Amended and Restated Employment Agreement or the date of the Executive’s termination for any reason, other than pursuant to Section 7(b)(ii), by the acquiring company. Except as otherwise provided in the next paragraph, each stock option will expire ten years after it is granted.

In the event of termination of the employment of the Executive, all unexercised and exercisable stock options granted to him hereunder must be exercised by him, or his estate (or heir(s)), as the case may be: (A) within twelve (12) months after the date of termination, if the termination is due to disability, as provided in Section 11(b), (B) within twelve (12) months after the date of termination, in the event of death of the Executive, as provided in Section 11(a), or within three (3) months after the date of death if the termination was pursuant to disability, or (C) within six (6) months after the date of termination if the termination is for any other reason; provided, however, that in the event of the Executive’s employment is terminated pursuant to Section 11(c), all unexercised and exercisable stock options granted to him hereunder become null and void immediately upon termination.

311451052.1

Document

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 28th day of January 2022, by and between IZEA Worldwide, Inc., a Nevada corporation with an address of 1317 Edgewater Drive, Ste. 1880, Orlando, FL. 32804 (the “Company”), and Peter Biere, an individual residing at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx (“Executive”). As used herein, the “Effective Date” of this Amendment shall mean January 28, 2022. This Amendment amends and modifies portions of the Executive Employment Agreement dated effective April 1, 2021 (the “Agreement”).

W I T N E S S E T H:

WHEREAS, the Company desires to modify the type of stock awards to be granted to the Executive pursuant to Exhibit A of the Agreement; and

WHEREAS, the Executive desires to receive stock awards on such terms and conditions;

NOW, THEREFORE, in consideration of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to be bound, hereby agree as follows:

1.Schedule A to the Agreement is hereby modified by replacing the following sections with the language below:

E. For Section 3(b):

KPI Bonus Plan

In addition to the compensation referred to in Section 3(a) and at the Board’s discretion, the Company shall also pay to the Executive, in respect of each fiscal year, a bonus in the amount of up to $120,000 (or higher as determined by the Board), based on the Executive meeting and exceeding mutually agreed upon key performance indicators/goals (KPIs) for the Company as determined by the Compensation Committee. The bonus will be split in five equal parts, issued once per quarter for quarterly KPIs and once per year for annual KPIs. The bonus will be issued within 15 days of the filing of each quarterly or annual report with timing commensurate to that of the other members of the executive team.

•40% of the bonus will be paid in cash.

•60% of the bonus will be paid in restricted stock units (RSUs). These RSUs will vest quarterly over a thirty-six (36) month period from issuance. Restricted stock units will fully vest upon a Change of Control as defined in Section 7(e) or upon termination in accordance with Section 7(b)(i), but will be subject to any trading restrictions indicated in a stock legend or as applicable by law.

Annual Restricted Stock Unit (RSU) Issuance

311451052.1

The Executive shall be granted RSUs (as defined in the Company’s 2011 Equity Incentive Plan) annually on the anniversary of the Effective Date of the Agreement (“Annual RSU Grant”). The number of RSUs included in an Annual RSU Grant shall equal $25,000 divided by the Fair Market Value (as defined in the Plan) of the Company’s common stock on the immediately preceding trading day. Each Annual RSU Grant shall vest 25% one year from issuance and to the remaining 75% in equal monthly installments thereafter for three years, commencing on the grant date and on the last day of each succeeding month thereafter until fully vested, subject to the terms and provisions of an RSU award agreement, which will contain the terms pertaining to the RSUs described herein. Restricted stock units will fully vest upon a Change of Control as defined in Section 7(e) or upon termination in accordance with Section 7(b)(i).

Provisions Applicable to the Stock Options and Restricted Stock Units

In the event of termination of the employment (A) by the Executive without Good Reason or (B) by the Company pursuant to Section 7(b)(ii), all stock options and RSUs not theretofore vested will lapse and be forfeited. In the event the Executive’s employment is terminated for any other reason under Section 7(b)(i) or under Section 7(b)(iii), (iv) or (v), all stock options and RSUs not theretofore vested will thereupon become immediately vested on the date of termination, and, in the event of Executive’s death, all stock options provided for under this Agreement will transfer to the Executive’s estate. Upon a Change of Control, as provided in Section 7(e), 50% of all unvested stock options and RSUs granted to the Executive will vest immediately and the remaining 50% of all stock options and RSUs granted to the Executive will vest upon the earlier of the effective date of an amended employment agreement that replaces this Employment Agreement or the date of the Executive’s termination for any reason, other than pursuant to Section 7(b)(ii), by the acquiring company. Except as otherwise provided in the next paragraph, each stock option will expire ten years after it is granted.

In the event of termination of the employment of the Executive pursuant to the paragraph above, all unexercised and exercisable stock options granted to him hereunder must be exercised by him, or his estate (or heir(s)), as the case may be: (A) within twelve (12) months after the date of termination, if the termination is due to disability, as provided in Section 7(b)(iii), (B) within twelve (12) months after the date of termination, in the event of death of the Executive, as provided in Section 7(b)(iv), or within three (3) months after the date of death if the termination was pursuant to disability, or (C) within six (6) months after the date of termination if the termination is for any other reason; provided, however, that in the event of the Executive’s employment is terminated pursuant to Section 7(b)(ii), all unexercised and exercisable stock options granted to him hereunder become null and void immediately upon termination.

H. For Section 16(a):

The address of the Executive as of the date of execution of this Agreement, as referred to in Section 16 shall be:

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

2.Ratification of Agreement. Except as modified by this Amendment, the Parties hereby ratify, reaffirm and reapprove all of the terms, covenants and conditions of the Agreement. Any further alteration or modification of the provisions of the Agreement shall not be effective unless and until reduced to writing and executed by the Parties.

3.Attorney Review. By signing this Amendment, each Party affirms that they have had sufficient opportunity and time to hire legal counsel to review this Agreement and negotiate any and all terms and clauses.

311451052.1

IN WITNESS WHEREOF, the Executive and the Company have caused this Amendment to be executed as of the date first above written.

COMPANY:		EXECUTIVE:
IZEA Worldwide, Inc.		PETER BIERE
By: /s/ Edward Murphy
		By:	/s/ Peter Biere
Title:	CEO
Date:	1/28/2022	Date:		1/28/2022
By:	/s/ Dan Rua
---	---	---
Title:		Compensation Committee Chair
Date:		1/28/2022
311451052.1
---