IZEA Worldwide Files 8-K: Material Agreement & Security Holder Changes
Ticker: IZEA · Form: 8-K · Filed: May 28, 2024 · CIK: 1495231
| Field | Detail |
|---|---|
| Company | Izea Worldwide, INC. (IZEA) |
| Form Type | 8-K |
| Filed Date | May 28, 2024 |
| Risk Level | medium |
| Pages | 11 |
| Reading Time | 13 min |
| Key Dollar Amounts | $0.0001, $0.001, $8.25, $1.00 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, security-holder-rights, corporate-action
Related Tickers: IZEA
TL;DR
IZEA filed an 8-K for a material agreement and changes to security holder rights.
AI Summary
IZEA Worldwide, Inc. announced on May 28, 2024, that it has entered into a Material Definitive Agreement. The filing also indicates modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. Specific details regarding the agreement, modifications, and amendments were not provided in the initial filing.
Why It Matters
This filing signals significant corporate actions by IZEA Worldwide, potentially impacting its structure, operations, and shareholder rights.
Risk Assessment
Risk Level: medium — Material definitive agreements and changes to security holder rights can introduce significant risks and opportunities for investors.
Key Players & Entities
- IZEA Worldwide, Inc. (company) — Registrant
- May 28, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the Material Definitive Agreement entered into by IZEA Worldwide, Inc.?
The filing states that IZEA Worldwide, Inc. entered into a Material Definitive Agreement on May 28, 2024, but the specific details of this agreement are not disclosed in the provided text.
What specific modifications were made to the rights of security holders?
The filing indicates that there were Material Modifications to Rights of Security Holders, but the exact nature of these modifications is not detailed in the provided text.
Were there any amendments to IZEA Worldwide's articles of incorporation or bylaws?
Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item of information, suggesting such amendments have occurred.
What is the exact date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is May 28, 2024.
What is the state of incorporation for IZEA Worldwide, Inc.?
IZEA Worldwide, Inc. is incorporated in Nevada.
Filing Stats: 3,237 words · 13 min read · ~11 pages · Grade level 16 · Accepted 2024-05-28 09:44:59
Key Financial Figures
- $0.0001 — ich registered Common Stock, par value $0.0001 per share IZEA The Nasdaq Capital Marke
- $0.001 — articipating Preferred Stock, par value $0.001 per share, of the Company (the " Prefer
- $8.25 — the " Preferred Shares ") at a price of $8.25 per one one-thousandth of a Preferred S
- $1.00 — dividend payment of the greater of (a) $1.00 per share, and (b) an amount equal to 1
Filing Documents
- izea-20240528.htm (8-K) — 53KB
- exhibit31nv_certificatex.htm (EX-3.1) — 19KB
- exhibit41rightsagreement.htm (EX-4.1) — 452KB
- exhibit991pressrelease-sto.htm (EX-99.1) — 10KB
- exhibit31nv_certificatex001.jpg (GRAPHIC) — 238KB
- exhibit31nv_certificatex002.jpg (GRAPHIC) — 263KB
- exhibit31nv_certificatex003.jpg (GRAPHIC) — 302KB
- exhibit31nv_certificatex004.jpg (GRAPHIC) — 260KB
- exhibit31nv_certificatex005.jpg (GRAPHIC) — 289KB
- exhibit31nv_certificatex006.jpg (GRAPHIC) — 212KB
- 0001495231-24-000102.txt ( ) — 2916KB
- izea-20240528.xsd (EX-101.SCH) — 2KB
- izea-20240528_lab.xml (EX-101.LAB) — 22KB
- izea-20240528_pre.xml (EX-101.PRE) — 13KB
- izea-20240528_htm.xml (XML) — 3KB
01, Entry into a Material Definitive Agreement
Item 1.01, Entry into a Material Definitive Agreement. The information included in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
03, Material Modification to Rights of Security Holders
Item 3.03, Material Modification to Rights of Security Holders On May 28, 2024, the Board of Directors (the " Board ") of IZEA Worldwide, Inc. (the " Company ") declared a dividend to the holders of the Company's common stock (the "Common Shares") outstanding at the close of business on June 7, 2024 (the " Record Date ") of one preferred share purchase right (a "Right") for each Common Share. Each Right is payable on the Record Date and initially entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company (the " Preferred Shares ") at a price of $8.25 per one one-thousandth of a Preferred Share (the " Purchase Price "), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the " Rights Agreement "), dated May 28, 2024 between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (the " Rights Agent "). The Board adopted the Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15 percent or more of the shares of Common Stock without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board. The Rights Agreement has not been adopted in response to any specific takeover bid or other proposal to acquire control of the Company. Distribution Date Exercisability Expiration Initially, the Rights will be attached to all Common Share certificates outstanding as o
03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. In connection with the adoption of the Rights Agreement referenced in Item 3.03 above, the Board approved the Certificate of Designation establishing the Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designation was filed with the Secretary of State of the State of Nevada on May 28, 2024. The summary of the rights, powers and preferences of the Preferred Shares set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Designation is included as Exhibit 3.1 and incorporated herein by reference.
01. Other Events
Item 8.01. Other Events On May 28, 2024, the Company announced the declaration of the dividend of Rights and issued a press release relating to such events, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series A Junior Participating Preferred Stock of IZEA Worldwide, Inc. 4.1 Rights Agreement, dated May 28, 2024, between IZEA Worldwide, Inc. and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent, which includes the Summary of Rights to Purchase Series A Junior Participating Preferred Stock as Exhibit B, and Form of Rights Certificate as Exhibit C. 99.1 Press release of IZEA Worldwide, Inc. issued May 2 8 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: May 28 , 2024 By:/s/ Edward H. (Ted) Murphy Edward H. (Ted) Murphy Chief Executive Officer