SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
________________________
IZEA Worldwide, Inc.
(Name of Subject Company)
________________________
IZEA Worldwide, Inc.
(Names of Filing Persons - Offeror)
________________________
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
________________________
46604H204
(CUSIP Number of Class of Securities)
________________________
Patrick Venetucci
Chief Executive Officer
IZEA Worldwide, Inc.
1317 Edgewater Drive, #1880
Orlando, FL 32804
(407) 674-6911
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Spencer G. Feldman, Esq.
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
________________________
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ third-party tender offer subject to Rule 14d-1
☒ issuer tender offer subject to Rule 13e-4
☐ going-private transaction subject to Rule 13e-3
☐ amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of a tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
INTRODUCTION
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2025 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), which relates to the offer (the “Offer”) by IZEA Worldwide, Inc. (the “Company”) to purchase up to $8,700,000 in value of shares of its common stock, par value $0.0001 per share (the “Common Stock”), at a price not less than $2.30 nor greater than $2.80 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated May 16, 2025, a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(1)(B).
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. All capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Offer to Purchase.
Item 11. ADDITIONAL INFORMATION
Item 11. Additional Information to the Schedule TO is hereby amended and supplemented by adding the following information to the end of thereof:
“On June 17, 2025, the Company issued a press release announcing preliminary results of the Offer, which expired at 5:00 p.m., Eastern Time, on June 16, 2025. A copy of such press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.
Item 12. EXHIBITS
The following are attached as exhibits to this Schedule TO:
(a) (1) (A) Offer to Purchase for Cash, dated May 16, 2025*
(B) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*
(C) Notice of Guaranteed Delivery.*
(D) Form of letter of brokers, dealers, commercial banks, trust companies, and other nominees.*
(E) Form of letter to be used by brokers, dealers, commercial banks, trust companies, and other nominees to their clients.*
(5) (A) Press release issued by the Company, dated May 13, 2025 (incorporated by reference the Company’s SC TO-C filed with the SEC on May 13, 2025).
(B) Press Release issued by the Company, dated May 16, 2025.*
(C) Press Release issued by the Company, dated June 17, 2025.**
(b) Not applicable.
(g) None.
(h) Not applicable.
107 Filing Fee Table. *
*Filed with Schedule TO dated May 16, 2025.
**Filed herewith.
Item 13. INFORMATION REQUIRED BY SCHEDULE 13E3
Not applicable.
SIGNATURE
After due 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.
| IZEA WORLDWIDE, INC. | |||||||||||
| By: | /s/ | ||||||||||
| Name: | Patrick J. Venetucci | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
Date: June 17, 2025 | |||||||||||