10-K/A
IZEA Worldwide, Inc. (IZEA)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the fiscal year ended December 31, 2022
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from _________________ to _________________
Commission File No.: 001-37703
IZEA WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 37-1530765 |
|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (I.R.S. Employer<br>Identification No.) |
| 1317 Edgewater Dr., # 1880,<br><br>Orlando, FL | 32804 |
| --- | --- |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (407) 674-6911
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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o
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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 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2022 (the last business day of the registrant's most recently completed second fiscal quarter) was $53,250,872 based on the closing bid price of the registrant's common stock of $0.90 per share on June 30, 2022 (the last trading day prior to the end of the registrant's most recently completed second fiscal quarter). All executive officers and directors of the registrant and all 10% or greater stockholders have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.
As of March 24, 2023, there were 62,471,997 shares of our common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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EXPLANATORY NOTE
The signed consent of GRANT THORNTON LLP, the Company’s independent registered public accounting firm, was delivered prior to the filing of the Form 10-K for the year ended December 31, 2022, originally filed on March 31, 2023 (the “Original Filing”); however, the conformed signature was inadvertently omitted from the version of the consent filed via EDGAR. This amendment is being filed to include the conformed signature.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as expressly set forth in this Amendment No. 1, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
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PART IV
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a.Documents filed as part of this Amendment:
1.Consolidated Financial Statements:
The following documents were previously filed with the SEC on March 31, 2023 as part of our Annual Report on Form 10-K for the year ended December 31, 2022, which is being hereby amended.
Consolidated Balance Sheets - December 31, 2021 and 2022
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2021 and 2022
Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, 2021 and 2022
Consolidated Statement of Cash Flows for the years ended December 31, 2021 and 222
Notes to the Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm - BDO USA, LLP Orlando, FL PCAOB 243
Reports of Independent Registered Public Accounting Firm - GRANT THORNTON LLP Charlotte, NC PCAOB 248
- List of Exhibits
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* Filed or furnished herewith.
+ Previously filed.
(a) Denotes management contract or compensatory plan or arrangement.
(b) In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.
(c) In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IZEA Worldwide, Inc.<br>a Nevada corporation | ||
|---|---|---|
| April 19, 2023 | By: | /s/ Edward H. Murphy |
| Edward H. Murphy<br>Chairman and Chief Executive Officer<br>(Principal Executive Officer) | ||
| April 19, 2023 | By: | /s/ Peter J. Biere |
| Peter J. Biere<br><br>Chief Financial Officer<br><br>(Principal Financial and Accounting Officer) |
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 31, 2023, with respect to the consolidated financial statements included in the Annual Report of IZEA Worldwide, Inc. on Form 10-K for the fiscal year ended December 31, 2022. We consent to the incorporation by reference of said report in the Registration Statements of IZEA Worldwide, Inc. on (i) Post-Effective Amendment Number 3 on Form S-1 (File No. 333-195081), (ii) Post- Effective Amendment Number 3 on Form S-1 (File No. 333-191743), (iii) Post-Effective Amendment Number 2 on Form S-1 (File No. 333-197482), (iv) Forms S-8 (File No. 333-196511, File No. 333-219407, File No. 333-229304, File No. 333-235677, and File No. 333-252020), (v) and Form S-3 (File No. 333- 238619).
/s/ GRANT THORNTON LLP
Charlotte, North Carolina
March 31, 2023
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EXHIBIT 31.1
Certification by Principal Financial Officer
pursuant to Section 302 of the Sarbanes Oxley Act of 202
I, Edward H. Murphy, certify that:
1.I have reviewed the first amendment to the Annual Report on Form 10K of IZEA Worldwide, Inc.; and
2.Based on my knowledge, this amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment.
Dated: April 19, 2023
| /s/ Edward H. Murphy |
|---|
| Edward H. Murphy |
| Chairman and Chief Executive Officer |
| (Principal Executive Officer) |
Document
EXHIBIT 31.2
Certification by Principal Financial Officer and Accounting Officer
pursuant to Section 302 of the Sarbanes Oxley Act of 202
I, Peter J. Biere, certify that:
1.I have reviewed the first amendment to the Annual Report on Form 10K of IZEA Worldwide, Inc.; and
2.Based on my knowledge, this amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment.
Dated: April 19, 2023
| /s/ Peter J. Biere |
|---|
| Peter J. Biere |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |