GP Investments Ups Stake in IZEA Worldwide

TL;DR

GP Investments just filed an amendment on IZEA Worldwide (IZEA) - they're changing their ownership stake.

AI Summary

GP Investments, Ltd. filed an amendment to its Schedule 13D on September 10, 2024, regarding its holdings in IZEA Worldwide, Inc. The filing indicates a change in beneficial ownership, with GP Investments, Ltd. now holding a significant stake in the company. The specific percentage and number of shares are detailed within the filing.

Why It Matters

This filing signals a potential shift in control or influence for IZEA Worldwide, Inc., as a significant investor has amended its ownership disclosure.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor intentions or significant shifts in a company's shareholder base, which may impact stock price and corporate strategy.

Key Players & Entities

• GP Investments, Ltd. (company) — Filing entity
• IZEA Worldwide, Inc. (company) — Subject company
• Rodrigo Boscolo (person) — Contact person for GP Investments, Ltd.

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $10,000,000 — re repurchase program maximum amount to $10,000,000. 4 Pursuant to the Cooperation Agreem

Filing Documents

• ea0214138-sc13da1gp_izea.htm (SC 13D/A) — 65KB
• ea021413801ex99-1_izea.htm (EX-99.1) — 106KB
• 0001213900-24-077464.txt ( ) — 173KB

is hereby amended and restated

Item 2 is hereby amended and restated as follows: (a) This Schedule 13D is being filed by GP Cash Management, Ltd. (“GP Cash Management”) and GP Investments, Ltd. (“GP Investments”) with respect to the Common Stock directly and beneficially owned by them. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. GP Investments is the sole shareholder of GP Cash Management. Certain information required by General Instruction C to Schedule 13D is also presented in this Amendment No. 1 for certain additional persons listed in Schedule A hereto (the “Covered Persons”), including Fersen Lambranho and Antonio Bonchristiano, who share voting control over the controlling shareholder of GP Investments. (b) The address of the principal business office of GP Cash Management is Lyford Manor, Western Road, Lyford Cay, Nassau, N.P., The Bahamas, PO BOX CB-13007. The address of the principal business office of GP Investments is 16 Burnaby Street, Hamilton, HM 11, Bermuda. (c) The principal business of GP Cash Management and GP Investments is purchasing, holding and selling securities for investment purposes. (d) During the last five years, none of the Reporting Persons and none of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons and none of the Covered Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state secur

is hereby amended to add the

Item 4 is hereby amended to add the following: On September 6, 2024, GP Cash Management, GP Investments, Rodrigo Boscolo and Mr. Bonchristiano (collectively with each of their affiliates and controlled associates, the “GP Parties”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer, pursuant to which the Issuer agreed to, among other things, (i) appoint each of Messrs. Bonchristiano and Boscolo to the Board; (ii) direct the Board’s Nominations and Corporate Governance Committee (the “NCG Committee”) to conduct a search for a gender diverse director to appoint as a new director to the Board (the “Additional Director”), such Additional Director to be mutually agreed upon by the incumbent directors and Messrs. Bonchristiano and Boscolo; (iii) establish a Strategy and Capital Allocation Committee of the Board comprised of four directors, including Messrs. Bonchristiano and Boscolo and two incumbent directors; (iv) appoint one of Messrs. Bonchristiano or Boscolo to the Compensation Committee of the Board (the “Compensation Committee”) and the NCG Committee; and (v) separate the roles of Chief Executive Officer and Chairman and dissolve the position of Lead Independent Director. Pursuant to the Cooperation Agreement, the Issuer also agreed to (i) limit the sizes of the Compensation Committee and NCG Committee to a maximum of three directors in each committee; (ii) have management work with the Board to create a detailed plan to put the Issuer on a path to achieving stable and consistent positive “Net Income,” as such term is defined and otherwise understood by generally accepted accounting principles, such plan to be considered by the Board within six weeks of the appointment of Messrs. Bonchristiano and Boscolo to the Board; and (iii) increase the share repurchase program maximum amount to $10,000,000. 4 Pursuant to the Cooperation Agreement, the GP Parties a

is hereby amended and restated

Item 5 is hereby amended and restated to read as follows: (a) The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 16,450,424 shares of Common Stock outstanding as of August 9, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024. GP Cash Management directly owns 3,002,036 shares of Common Stock. The Covered Persons disclaim beneficial (b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. (c) None of the Reporting Persons and none of the Covered Persons have engaged in any transactions in the Common Stock of the Issuer during the past sixty days. (d) No person other than the Reporting Persons disclosed in this Schedule 13D is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares subject to this Schedule 13D. (e) Not applicable. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons or the Covered Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

is hereby amended to add the

Item 6 is hereby amended to add the following: On September 6, 2024, the Reporting Persons and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. As directors of the Issuer, Messrs. Bonchristiano and Boscolo are subject to and intend to comply with the policies and guidelines of the Issuer applicable to all directors of the Issuer, including, without limitation, policies related to the trading of the Issuer’s securities. As a result of Messrs. Bonchristiano’s and Boscolo’s positions at the Issuer, on the one hand, and GP Cash Management and GP Investments, on the other hand, GP Cash Management and GP Investments are subject to and intend to adhere to the policies of the Issuer, including certain policies related to the trading of the Issuer’s securities, subject to certain exceptions. Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the Covered Persons and any other persons with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits

is hereby amended to add the

Item 7 is hereby amended to add the following exhibit: Exhibit 99.1 Cooperation Agreement, dated September 6, 2024. 6

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 10, 2024 GP CASH MANAGEMENT, LTD. By: /s/ Rodrigo Boscolo Name: Rodrigo Boscolo Title: Legal Representative By: /s/ Antonio Bonchristiano Name: Antonio Bonchristiano Title: Legal Representative GP INVESTMENTS, LTD. By: /s/ Rodrigo Boscolo Name: Rodrigo Boscolo Title: Legal Representative By: /s/ Antonio Bonchristiano Name: Antonio Bonchristiano Title: Legal Representative 7 Schedule A Name

Business

of Citizenship Present principal occupation or employment Fersen L. Lambranho*† 16 Burnaby Street, Hamilton, HM1, Bermuda Brazil Chairman at GP Investments Antonio Bonchristiano*† 16 Burnaby Street, Hamilton, HM1, Bermuda Brazil CEO & Board Member at GP Investments Danilo Gamboa* 16 Burnaby Street, Hamilton, HM1, Bermuda Brazil CEO at AKAD Seguros S.A. Av. das Nações Unidas, 12995 - 24º andar - Brooklin, 04578-911, São Paulo/SP, Brazil Christopher Wright* 16 Burnaby Street, Hamilton, HM1, Bermuda United Kingdom Director at Merifin Capital Place Flagey 18 B-1050 Brussels Belgium Alfred M. Vinton* 16 Burnaby Street, Hamilton, HM1, Bermuda United States — Rodrigo Boscolo† 16 Burnaby Street, Hamilton, HM1, Bermuda Brazil CFO at GP Investments Mara Elisa Pedretti 16 Burnaby Street, Hamilton, HM1, Bermuda Brazil Officer at GP Investments Carlos Pessoa 16 Burnaby Street, Hamilton, HM1, Bermuda Brazil Officer at GP Investments Alexandre Manrubia Haddad Filho 16 Burnaby Street, Hamilton, HM1, Bermuda Brazil CCO at GP Investments * Denotes a director of GP Investments † Denotes a director of GP Cash Management 8

View Full Filing

View this SC 13D/A filing on SEC EDGAR