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): December 27, 2021

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)

x 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 7.01. Regulation FD Disclosure.

Adjournment of Meeting

On December 27, 2021, IZEA Worldwide, Inc. (the "Company") announced that it has engaged the services of Kingsdale Advisors to assist with obtaining adequate votes to achieve the required quorum of at least a majority of the outstanding shares of its common stock as of the record date (October 19, 2021) of the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”) . The Company estimates that proxy solicitation fees payable to Kingsdale Advisors will total approximately $15,000.The Company previously announced that the Annual Meeting had been adjourned until 11:00 am (Eastern Standard Time) on Friday, January 14, 2022, due to lack of a quorum. The Annual Meeting was adjourned to allow the Company's stockholders additional time to vote on the proposals described in the Company's Proxy Statement for the Annual Meeting.

Stockholders will be able to attend the reconvened Annual Meeting in the same location as originally scheduled. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect to the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked. During the period of adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting. The Company encourages all record date stockholders who have not yet voted to do so before Thursday, January 13, 2022 at 11:59 pm (Eastern Standard Time). Stockholders who have any questions or need assistance with the completion and delivery of their proxies, please contact our proxy solicitor, Kingsdale Advisors, by telephone at 1-800-775-1986 (stockholders) and 416-867-2272 (brokers, banks and other nominees), or by email at contactus@kingsdaleadvisors.com.

On December 27, 2021, the Company issued a press release announcing the engagement of Kingsdale Advisors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be 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. This information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference therein.

Supplemental Disclosures to the Proxy Statement

On October 22, 2021, the Company filed with the Securities and Exchange Commission a definitive proxy statement (the "Original Filing") in connection with the solicitation of proxies by the Company for the Annual Meeting and filed a supplement to the Original Filing on November 2, 2021 (the "Supplement" and the Original Filing, as amended by the Supplement, the "Proxy Statement").

The Current Report on this Form 8-K (this "Form 8-K") is being filed to update and supplement the Proxy Statement. The information contained in this Form 8-K amends and is incorporated by reference into the Proxy Statement. Terms used in this Form 8-K but not otherwise defined shall have the meanings ascribed to such terms in the Proxy Statement. Except as specifically supplemented or amended by the information contained in this Form 8-K, all information in the Proxy Statement remains accurate and should be considered in voting your shares.

Participants in the Solicitation

The Company and its directors and employees may be deemed to be participants in the solicitation of proxies in respect of the Annual Meeting. The Company has also engaged Kingsdale Advisors, a proxy solicitation firm, to assist with obtaining adequate votes to achieve the required quorum of at least a majority of the outstanding shares of the Company’s common 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.

Document

IZEA Announces Adjournment of

Annual Meeting of Shareholders

Orlando, Florida (December 27, 2021) – IZEA Worldwide, Inc. (the “Company”) (NASDAQ: IZEA), the premier provider of influencer marketing technology, data, and services for the world’s leading brands, announced today that it has engaged the services of Kingsdale Advisors to assist the Company in obtaining adequate votes to achieve the record quorum for its annual meeting of shareholders (the “Annual Meeting”), which was adjourned on December 15, 2021 to reconvene on January 14, 2022 at 11:00 AM ET in the same location as originally scheduled.

The record date for the adjourned Annual Meeting remains the close of business on October 19, 2021. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect to the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked. During the period of adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting. The Company encourages all stockholders who have not yet voted to do so before Thursday, January 13, 2022 at 11:59 pm (Eastern Standard Time). Stockholders who have any questions or need assistance with the completion and delivery of your proxy, please contact our proxy solicitor, Kingsdale Advisors, by telephone at 1-800-775-1986 (stockholders) and 416-867-2272 (brokers, banks and other nominees), or by email at contactus@kingsdaleadvisors.com.

If the number of additional shares of common stock voted at the adjourned Annual Meeting is not sufficient to reach a quorum, the Company may determine to adjourn the Annual Meeting again, which would require the Company to incur additional costs.

Important Information

This material may be deemed to be solicitation material in respect of the Annual Meeting. In connection with the Annual Meeting, the Company filed a definitive proxy statement with the SEC on October 22, 2021 and supplemented it on November 2, 2021. BEFORE MAKING ANY VOTING DECISIONS, SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. A notice of internet availability of proxy materials containing instructions on how to access the definitive proxy statement was mailed to stockholders who are entitled to vote at the Annual Meeting to shareholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at sec.gov or the Company’s website https://izea.com/investor-relations/sec-filings/.

About IZEA Worldwide, Inc.

IZEA Worldwide, Inc. (“IZEA”) is a marketing technology company providing software and professional services that enable brands to collaborate and transact with the full spectrum of today’s top social influencers and content creators. The company serves as a champion for the growing Creator Economy, enabling individuals to monetize their content, creativity, and influence. IZEA launched the industry’s first-ever influencer marketing platform in 2006 and has since facilitated nearly 4 million transactions between online buyers and sellers. Leading brands and agencies partner with IZEA to increase digital engagement, diversify brand voice, scale content production, and drive measurable return on investment.

Safe Harbor Statement

All statements in this release that are not based on historical fact are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “anticipate,” “hope,” “estimate,” “believe,” “intend,” "likely," "projects," “plans,” "pursue," "strategy" or "future," or the negative of these words or other words or expressions of similar meaning. Examples of forward-looking statements include, among others, statements we make regarding expectations concerning IZEA’s ability to increase revenue and bookings, growth or maintenance of customer relationships, and expectations concerning IZEA’s business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including, among others, the following: competitive conditions in the content and social sponsorship segment in which IZEA operates; failure to popularize one or more of the marketplace platforms of IZEA; our ability to establish effective disclosure controls and procedures and internal control over financial reporting; our ability to satisfy the requirements for continued listing of our common stock on the Nasdaq Capital Market; changing economic conditions that are less favorable than expected; and other risks and uncertainties described in IZEA’s periodic reports filed with the Securities and Exchange Commission. The forward-looking statements made in this release speak only as of the date of this release, and IZEA assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

Press Contact

Martin Smith

IZEA Worldwide, Inc.

Phone: 407-674-6911

Email: ir@izea.com