8-K 1 q1100378_8k-izea.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2012
IZEA, Inc.
(Exact Name of Registrant as Specified in Charter)

Nevada |  | 333-167960 |  | 37-1530765
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

150 N. Orange Avenue Suite 412 Orlando, FL |  | 32801
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (407) 674-6911

(Former name or former address, if changed since last report)

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))

Item 7.01 Regulation FD Disclosure
We have prepared an investor presentation to be used in upcoming presentations. The investor presentation represents an overview of a combined company assuming the transaction contemplated by a non-binding letter agreement between us and Twelvefold Media, Inc. is entered into and consummated. There can be no assurance that a transaction shall be entered into and consummated and even if consummated, the expected benefits from the transaction and the resulting changes to our business plan may not be fully realized, or may take longer to realize than expected. A copy of the investor presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”)or the Exchange Act, except as otherwise stated in such filing. Any securities that may be offered in connection with use of the investor presentation will not be or have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This filing does not constitute an offer to sell or the solicitation of an offer to buy such securities.
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 on Form 8-K.

Exhibit No. | Description
99.1 | Investor Presentation – February 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 thereunto duly authorized.

Date: February 22, 2012 | IZEA, INC.
| By: | /s/ Edward Murphy |
|  | Name: Edward Murphy |
|  | Title: Chief Executive Officer |