IZEA, INC. (NASDAQ:IZEA) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.Completion of Acquisition or Disposition of Assets.
On July 26, 2018, IZEA, Inc. (“IZEA”) completed its merger with TapInfluence, Inc. (“TapInfluence”), to the terms of the Agreement and Plan of Merger, dated as of July 11, 2018 (the “Merger Agreement”), by and among IZEA, IZEA Merger Sub, Inc., TapInfluence, certain stockholders of TapInfluence and the stockholders’ representative, as amended by Amendment No. 1 thereto, dated as of July 20, 2018. The Merger Agreement was previously described in the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2018.
At closing, IZEA paid to TapInfluence stockholders the sum of $1,500,000 less an estimated closing working capital adjustment of negative $181,633 in cash, and issued 1,150,000 shares of IZEA common stock valued at $1,759,500 based on the $1.53 closing market price of IZEA's common stock on July 26, 2018. IZEA will pay TapInfluence stockholders an additional $4,500,000 in the form of cash, common stock or a combination thereof, at IZEA’s option, in two installments – $1,000,000 six months after the closing date and $3,500,000 twelve months after the closing date of the merger. Stock issuances, if any, will be determined based on the 30 trading day volume-weighted average price per share of IZEA common stock prior to the payment date. Future cash payments and stock issuances may be withheld from the six month or twelve month payment for post closing working capital adjustments and to satisfy indemnifiable claims made by IZEA with respect to any misrepresentations or breaches of warranty under the Merger Agreement by TapInfluence or the stockholders of TapInfluence within 12 months after the closing date of the merger.
The Merger Agreement for the transaction was included as an exhibit to the Current Report on Form 8-K filed with the SEC on July 12, 2018.
On July 20, 2018, the parties entered into Amendment No. 1 to the Merger Agreement to provide, among other things, (i) that a portion of the fee owed by TapInfluence to Mooreland Partners LLC, its financial advisor, in connection with the closing will be paid in IZEA common stock at closing and a portion of such fee will be deferred until payment of the deferred payments and (ii) for updates to the parties’ disclosure schedules.
IZEA announced the closing of the merger in a press release issued on July 27, 2018, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.
Item 9.01.Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), the financial statements of TapInfluence, Inc. shall be provided not later than October 9, 2018.
(b)Pro Forma Financial Information. In accordance with Item 9.01(b), the pro forma financial information shall be provided not later than October 9, 2018.
(d)Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report.
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Exhibit No. |
Description |
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2.1 |
Agreement and Plan of Merger, dated as of July 11, 2018, by and among IZEA, Inc., IZEA Merger Sub, Inc., TapInfluence, Inc., certain stockholders of TapInfluence, Inc. and the stockholders’ representative (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 12, 2018).
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2.2 |
Amendment No. 1 to Agreement and Plan of Merger, dated as of July 20, 2018, by and among IZEA, Inc., IZEA Merger Sub, Inc., TapInfluence, Inc., certain stockholders of TapInfluence, Inc. and the stockholders’ representative.
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99.1 |
Press release issued by IZEA, Inc. on July 27, 2018.
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IZEA, Inc. ExhibitEX-2.2 2 exhibit22mergeramendment20.htm EXHIBIT 2.2 Exhibit EXHIBIT 2.2AMENDMENT NO. 1TOAGREEMENT AND PLAN OF MERGERTHIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of the 20th day of July,…To view the full exhibit click here
About IZEA, INC. (NASDAQ:IZEA)
IZEA, Inc. (IZEA) operates online marketplaces that facilitate transactions between brands and influential content creators. These creators produce and distribute text, videos and photos on behalf of brands through Websites, blogs and social media channels. Its technology enables transactions to be completed at scale through the management of content workflow, creator search and targeting, bidding, analytics and payment processing. Brands and Publishers engage IZEA in order to gain access to its technology and network of creators. These companies use its technology for various purposes, such as the engagement of online influencers for sponsored social campaigns, or the creation of standalone content for distribution through their owned channels. The Company provides services to customers in multiple industry segments, including consumer products, retail/eTail, technology and travel. Its platforms include IZEA.com and The IZEA Exchange (IZEAx), and Ebyline.
