Item 1.                             Security and Issuer.

The class of securities to which this statement relates is the common stock, $0.0001 par value per share (the “Common Stock”), of IZEA, Inc., a Delaware corporation (the “Corporation” or “Issuer”).  The address of the Corporation’s principal executive offices is 480 N. Orlando Avenue, Suite 200, Winter Park, FL 32789.

Mr. Levenson is the sole managing member of Privet Management, which is the general partner and investment manager of Privet.

On February 21, 2014, the Reporting Persons acquired beneficial ownership of 2,514,286 shares of Common Stock with partnership funds of Privet in a private transaction with the Issuer pursuant to that certain Purchase Agreement (as defined in Item 4 below).

On August 14, 2015, the Reporting Persons acquired beneficial ownership of 2,514,286 shares of Common Stock with partnership funds of Privet by exercising Privet’s Warrants (as defined in Item 4 below).

The aggregate purchase price of the 5,440,956 shares of Common Stock (the “Shares”) beneficially owned by the Reporting Persons is approximately $1,837,231. Except as set forth herein, Privet effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it

The Reporting Persons acquired the Shares based on the Reporting Persons’ belief that the Shares, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On February 21, 2014, Privet participated in a private placement of the Issuer’s Common Stock, pursuant to a Purchase Agreement dated as of February 12, 2014 (the “Purchase Agreement”), which is attached hereto as Exhibit 99.1, for the issuance and sale of 34,285,728 shares of Common Stock, at a purchase price of $0.35 per share, to a number of institutional investors and other accredited investors including Privet, for gross proceeds of $12,000,000.  As part of the private placement, the investors received warrants (“Warrants”) to purchase up to 17,142,864 shares of Common Stock at an exercise price of $0.35 per share and Warrants to purchase up to another 17,142,864 shares of Common Stock at an exercise price of $0.50 per share. The Warrants will expire on February 21, 2019.

Pursuant to the Purchase Agreement, Privet acquired 2,514,286 shares of Common Stock and Warrants to purchase up to 1,257,143 shares of Common Stock at an exercise price of $0.35 per share and Warrants to purchase up to an additional 1,257,143 shares of Common Stock at an exercise price of $0.50 per share, subject to adjustments and discounts.

In connection with the Purchase Agreement, Privet entered into a Registration Rights Agreement with the Issuer and other investors named therein, which is attached hereto as Exhibit 99.2, requiring the Issuer to (i) file a shelf registration statement with respect to the resale of the shares of Common Stock sold to the investors and shares of Common Stock issuable upon exercise of the warrants with the SEC within the sooner of 60 days after the closing date or 10 business days after the Issuer files it annual report on Form 10-K for the year ended December 31, 2013; (ii) use commercially reasonable best efforts to have the shelf registration statement declared effective by the SEC as soon as possible after the initial filing, and in any event no later than 90 days after the closing date (or 120 days in the event of a full review of the shelf registration statement by the SEC); and (iii) keep the shelf registration statement effective until all registrable securities may be sold pursuant to Rule 144 under the Securities Act of 1933, without the need for current public information or other restriction.

 

actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, or changing their intention with respect to any and all matters referred to in Item 4.

As a result of the formation of a group constituted hereby, each of the Reporting Persons could be deemed to beneficially own all the Shares; however, each of the Reporting Persons disclaims beneficial ownership of the Shares held by other Reporting Persons except as expressly set forth above.

Except as set forth on the cover pages hereto and under this paragraph (b), each Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition of the Shares reported herein as owned by each such Reporting Person.

The disclosure set forth in Items 3 and 4 of this Schedule 13D is incorporated by reference into this Item 6.

On August 24, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Corporation.  The Joint Filing Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.