As filed with the U.S. Securities and Exchange Commission on January 14, 2025.
Registration No. 333-___

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IZEA WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)

Nevada 37-1530765
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
1317 Edgewater Dr #1880,
Orlando, Florida		 32804
(Address of principal executive offices) (Zip Code)

IZEA Worldwide, Inc. Amended and Restated 2011 Equity Incentive Plan
(Full title of the plan)

Patrick Venetucci
Chief Executive Officer
IZEA Worldwide, Inc.
1317 Edgewater Drive
Orlando, FL 32804
(407) 674-6911

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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 7(a)(2)(B) of the Securities Act. ☐


EXPLANATORY NOTE

IZEA Worldwide, Inc. (the “Company”) has prepared this Registration Statement on Form S-8 in accordance with the requirements of General Instruction E (Registration of Additional Securities) to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register the offer and sale of an additional 700,000 shares of its common stock, par value $0.0001 per share (“Common Stock”), that are reserved for issuance in respect of awards to be granted under the IZEA Worldwide, Inc. Amended and Restated 2011 Equity Incentive Plan (the "Plan") pursuant to an amendment and restatement of such plan approved by the Company's stockholders on December 12, 2024 (the "Plan Amendment"). After taking into account the shares added by the Plan Amendment, the aggregate number of shares of Common Stock that may be issued under the Plan is 4,375,000, which includes (i) 250,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-196511, filed with the Securities and Exchange Commission (the "SEC") on June 4, 2014, (ii) 125,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-219407, filed with the SEC on July 21, 2017, (iii) 250,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-229304, filed with the SEC on January 18, 2019, (iv) 500,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-235677, filed with the SEC on December 23, 2019, and (v) 750,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-252020, filed with the SEC on January 11, 2021, (vi) 1,800,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-275258, filed with the SEC on November 2, 2023 (collectively, the "Prior Registration Statements"). The contents of the Prior Registration Statements are hereby incorporated by reference and made a part hereof, except that certain provisions contained in Part II thereof are modified as set forth in this Registration Statement.






PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
The Company is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other information with the SEC. The following documents, which are on file with the SEC, are incorporated in this Registration Statement by reference:
(a)    The Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024.
(b)    The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 15, 2024, for the quarter ended June 30, 2024, filed with the SEC on August 14, 2024, and for the quarter ended September 30, 2024, filed with the SEC on November 14, 2024.
(d)    The description of Common Stock contained or incorporated by reference in the Company’s Registration Statements on Form 8-A (Registration No. 001-37703), filed with the SEC pursuant to Section 12(b) of the Exchange Act on February 25, 2016, including all amendments and reports filed for the purpose of updating such description, including Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 30, 2020.

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.



Item 8. Exhibits.

EXHIBIT INDEX
No.Description
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.1
4.11
4.12
4.13
4.14
4.15
4.16
5.1
23.1
23.2
24.1Power of Attorney (included as part of the signature page to this Registration Statement).
107



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on this 10th day of January 2025.

IZEA Worldwide, Inc.
January 14, 2025By:/s/ Patrick Venetucci
Patrick Venetucci
Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of IZEA Worldwide, Inc., hereby severally constitute and appoint Patrick Venetucci and Sandra Carbone, and each of them (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution, for us and in our stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.




Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

/s/ Patrick VenetucciJanuary 14, 2025
Patrick Venetucci
Chief Executive Officer
(Principal Executive Officer)
/s/ Peter J. BiereJanuary 14, 2025
Peter J. Biere
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Antonio BonchristianoJanuary 14, 2025
Antonio Bonchristiano
Director
/s/ Rodrigo BoscoloJanuary 14, 2025
Rodrigo Boscolo
Director
/s/ Brian W. BradyJanuary 14, 2025
Brian W. Brady
Director
/s/ John H. CaronJanuary 14, 2025
John H. Caron
Director
/s/ Lindsay A. GardnerJanuary 14, 2025
Lindsay A. Gardner
Director
/s/ Daniel R. RuaJanuary 14, 2025
Daniel R. Rua
Director


Calculation of Filing Fee Tables

……Form S-8……..
(Form Type)

…………….…………… IZEA Worldwide, Inc. …………………………..
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security TypeSecurity Class TitleFee Calculation or Carry Forward Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit(2)
Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon Stock, par value $0.0001 per shareRule 457(c) and (h)
700,000(3)
$2.53$1,771,0000.0001531$271.14
Total Offering Amounts$1,771,000$271.14
Total Fee Offsets—
Net Fees Due$271.14

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of additional shares of IZEA Worldwide, Inc.’s (the “Registrant”) common stock, par value $0.0001 per share (“Common Stock”), as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.

(2) Calculated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee, which is based on the average of the high and low market prices of the shares of common stock of the Registrant as reported on the Nasdaq Stock Market LLC on December 12, 2024.

(3) Represents an additional 700,000 shares of Common Stock issuable under the IZEA Worldwide, Inc. Amended and Restated 2011 Equity Incentive Plan, as amended, which increase in shares of Common Stock was approved by the Registrant’s stockholders at its Annual Meeting of Stockholders on December 12, 2024.



SKLAR WILLIAMS
______ PLLC ______
LAW OFFICES
410 South Rampart Boulevard, Suite 350
Las Vegas, Nevada 89145
(702) 360-6000 ó Fax: (702) 360-0000


Exhibit 5.1


January 14, 2024

IZEA Worldwide, Inc.
1317 Edgewater Drive. Suite 1880
Orlando, Florida 32804
 
Ladies and Gentlemen:
 
We have acted as special Nevada counsel to IZEA Worldwide, Inc. (the “Company”), a corporation organized under the laws of the state of Nevada, with respect to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended (the “Act”), by the Company of an additional 700,000 shares of the Company’s common stock, par value $0.0001 per share, of the Company (the “Shares”) issuable in connection with the award of stock-based incentives (the “Awards”) under the Company’s 2011 Equity Incentive Plan as amended and restated as of December 12, 2024 (the “Plan”).
 
We have examined, among other things, originals and/or copies (certified or otherwise identified to our satisfaction) of such documents, papers, statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied without independent check or verification upon statements, certificates and comparable documents of officers and representatives of the Company.
 
Based on the foregoing, we are of the opinion that the Shares issuable in connection with Awards under the Plan, when duly issued and delivered pursuant to the terms of the Awards and the Plan, will be validly issued, fully paid and non-assessable.
 
This opinion is limited to Chapter 78 of the Nevada Revised Statutes (including any applicable provisions of the Constitution of the State of Nevada and the reported judicial decisions interpreting such chapter of the Nevada Revised Statutes and such applicable provisions of the Constitution of the State of Nevada), and we express no opinion with respect to the laws of any other jurisdiction or any other laws of the State of Nevada. This opinion speaks only as of the date hereof and is limited to present statutes, regulations and administrative and judicial interpretations. We undertake no responsibility to update or supplement this letter after the date hereof.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. This opinion is furnished to you in connection with the Registration Statement and is not to be used, circulated, quoted from or otherwise relied on for any other purpose.
 
Very truly yours,
 
/s/ Sklar Williams PLLC

SKLAR WILLIAMS PLLC


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated April 1, 2024, with respect to the consolidated financial statements of IZEA Worldwide, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

Charlotte, North Carolina
January 14, 2025



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