8k 20120730
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 30, 2012
IZEA, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada | | 333-167960 | | 37-1530765 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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150 N. Orange Avenue, Suite 412 Orlando, Florida | | 32801 |
(Address of principal executive offices) | | (Zip Code) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
CURRENT REPORT ON FORM 8-K
IZEA, Inc.
July 30, 2012
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
On July 30, 2012, we filed a Certificate of Change with the Secretary of State of Nevada to effect a reverse stock split of the issued and outstanding shares of our common stock at a ratio of one share for every 40 shares outstanding prior to the effective date of the reverse stock split. The reverse stock split will become effective on August 1, 2012. Effective at the same time as the reverse stock split, the authorized shares of our common stock will be proportionately decreased from 500,000,000 shares to 12,500,000 shares.
Each shareholder's percentage ownership interest in our company and the proportional voting power remains unchanged after the reverse stock split, except for minor changes and adjustments resulting from rounding up of fractional interests. The rights and privileges of the holders of our common stock are unaffected by the reverse stock split.
A copy of the Certificate of Change is attached to this current report as Exhibit 3.1.
On August 1, 2012, we issued a press release announcing the reverse stock split effective on August 1, 2012. The full text of the press release is furnished as Exhibit 99.1 to this current report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The exhibit listed in the following Exhibit Index is filed as part of this current report.
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Exhibit No. | Description |
3.1 | Certificate of Change of IZEA, Inc., filed with the Nevada Secretary of State on July 30, 2012. |
99.1 | Press Release issued by IZEA, Inc. on August 1, 2012. |
SIGNATURES
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.
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Date: August 1, 2012 | | By:/s/ Edward H. (Ted) Murphy Edward H. (Ted) Murphy President and Chief Executive Officer |