Item 8.01. Other Events.

On January 25, 2021, IZEA Worldwide, Inc. (the "Company") launched an at-the-market offering (the "Offering") for up to $35,000,000 worth of shares of the Company's common stock, par value $0.0001 per share, pursuant to an at the market (ATM) Sales Agreement, dated January 25, 2021, by and between the Company and National Securities Corporation. A copy of the ATM Sales Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

Olshan Frome Wolosky LLP, counsel to the Company, delivered an opinion as to the validity of the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated by reference herein.

The Company has 54,526,583 shares of common stock outstanding as of January 25, 2021.




Item 9.01.     Financial Statements and Exhibits

(d)   Exhibits.

Exhibit No.        Description
                     At the Market (ATM) Sales Agreement, dated January 25, 2021, by and between
1.1                IZEA Worldwide, Inc. and National Securities Corporation.
5.1                  Opinion of Olshan Frome Wolosky LLP.
                     Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit
23.1               5.1).

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