8-K

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): September 27, 2022

IZEA WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Charter)

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:

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 26, 2022, the Board of Directors of IZEA Worldwide, Inc. (the "Company") approved an amendment

(the "Bylaws Amendment") to Article I, Section 7 of the Company's amended and restated bylaws (the "Bylaws") to reduce the number of shares necessary to constitute a quorum to conduct business from a majority of outstanding shares of stock to one-third (33 1/3%) of outstanding shares of stock.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

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.

bylaws

1 FIRST AMENDMENT TO BYLAWS OF IZEA WORLDWIDE, INC. This First Amendment (the “Amendment”), to the Bylaws of IZEA Worldwide, Inc., a Nevada corporation (the “Corporation”), shall be, and hereby is, adopted and effective upon the unanimous written consent of the Board of Directors of the Corporation (the “Board”), approving this Amendment. WHEREAS, the Corporation has adopted those certain Bylaws of IZEA Worldwide, Inc., dated November 23, 2011 (the “Bylaws”); WHEREAS, the Corporation and the Board desire to amend the Bylaws to decrease the quorum for meetings of the stockholders from a “majority of the outstanding shares of stock,” as presently required pursuant to the Bylaws, to thirty-three and one-third percent (33 1/3%) of the outstanding shares of stock; and WHEREAS, Article VI of the Bylaws and Section 78.120 of the Nevada Revised Statutes permit the Board to amend the Bylaws, without further approval of the stockholders of the Corporation. NOW THEREFORE, pursuant to Chapter 78 of the Nevada Revised Statutes and the terms of the Bylaws, the Bylaws shall be amended as follows: 1. Article I, Section 7 of the Bylaws shall be amended and restated in its entirety to read as follows: “QUORUM. Except as the Nevada Private Corporations Law may otherwise provide, the holders of a thirty-three and one-third percent (33 1/3%) of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.” 2. Except as modified by this Amendment, (a) the Bylaws and all the terms thereof are hereby ratified, confirmed and approved in all respects, and (b) the Bylaws shall, and hereby do, remain unchanged and in full force and effect. Should any provision of the Bylaws conflict with the terms of this Amendment, the terms of this Amendment shall govern and the Bylaws shall be revised and interpreted accordingly to give full force and effect to the terms of this Amendment. Except as expressly set forth above, no amendment to the Bylaws is affected or contemplated hereby. Any capitalized terms not expressly defined herein shall have the meaning of such terms as set forth in the Bylaws. The undersigned, being the duly appointed Secretary of IZEA Worldwide, Inc., a Nevada corporation, does hereby certify that the foregoing First Amendment to Bylaws of IZEA Worldwide, Inc., is a true and correct copy of the First Amendment to Bylaws of IZEA Worldwide, Inc., as adopted by the Board of Directors of the Corporation by unanimous written consent on September 26, 2022. By: _____________________________________ Print: ___________________________________ Title: Secretary Sandra Carbone