IZEA, Inc. (OTCQB: IZEA) today announced that it is providing holders of its series A and series B warrants to purchase common stock issued in its August – September 2013 private placement (the “2013 Warrants”) and series A and series B warrants to purchase common stock issued in its February 2014 private placement (the “2014 Warrants”) the opportunity to exercise the 2013 Warrants and 2014 Warrants (together, the “Warrants”) at reduced exercise prices for a limited period.
The Company is offering a one-time opportunity to its current warrant holders to allow the Company to raise additional capital without further diluting its current investors. From July 20, 2015 until 11:59 p.m. Eastern time on August 14, 2015, the Company is offering a 25% discount on the warrant exercise prices to investors holding the 2013 Warrants and a 26% discount on the warrant exercise prices to investors holding the 2014 Warrants.
If and to the extent a holder does not exercise its Warrants at the reduced exercise prices, the exercise prices of any unexercised Warrants will remain at their original exercise prices of $0.25 and $0.50 per share for the series A and series B 2013 Warrants, respectively, and $0.35 and $0.50 per share for the series A and series B 2014 Warrants, respectively, until their stated expiration dates. The resale of the common stock underlying the Warrants is covered by IZEA’s Registration Statements on Form S-1 (Registration Nos. 333-191743, 333-195081 and 333-197482), which are on file with the Securities and Exchange Commission.
This warrant exercise offer is being made pursuant to the terms of a Warrant Amendment and Exercise Agreement entered into with holders owning more than 70% of its outstanding warrants issued in 2013 and 2014. All members of the Company’s Board of Directors holding warrants agreed to exercise 100% of their holdings. Institutional investors including Special Situations Funds, Privet Fund, Goldman Partners, Diker Management and Potomac Capital Partners also committed to exercise 100% of their warrant holdings. Pursuant to such exercises, IZEA would receive gross cash proceeds of a minimum of $11 million at the end of the reduced exercise price offer period. The Company agreed pursuant to the Warrant Amendment and Exercise Agreement to promptly commence an offer to provide for the other holders of 2013 Warrants and 2014 Warrants the same opportunity to exercise their warrants at the reduced exercise prices.
In exchange for the reduction in the warrant exercise price, the investors holding a majority of the 2014 Warrants agreed to amend the 2014 Warrants to remove the price-based anti-dilution adjustment provisions contained in those warrants. The removal of these provisions from the 2014 Warrants is intended to eliminate the negative accounting impact of the non-cash derivative liability on IZEA’s GAAP financial statements related to those warrants.
Any and all Warrants properly exercised in accordance with their respective terms prior to the end of the reduced exercise price offer period will be accepted by IZEA at the reduced exercise prices upon closing. Except for the temporarily reduced exercise prices and elimination of the anti-dilution adjustment provisions in the 2014 Warrants, the terms of the 2013 Warrants and 2014 Warrants remain unchanged.
IZEA believes that the proceeds raised from the warrant exercises will provide sufficient cash for IZEA’s long-term operations, as well as any future payments with respect to its recent Ebyline acquisition. By eliminating the significant stock price “overhang” represented by the Warrants (and the associated valuation and financial accounting costs) and, given IZEA’s current size and strengthened balance sheet position, IZEA believes it would meet many of the quantitative requirements for “up-listing” its shares to the NASDAQ Capital Market, which would enhance IZEA’s visibility, institutional investor appetite and commercial credibility.
Materials describing the exercise price reductions and procedures to exercise the Warrants are being delivered to the current holders of record of those Warrants. IZEA encourages each holder to read these materials and IZEA’s current SEC filings before making any decision to exercise any Warrants. Neither IZEA nor its Board of Directors makes any recommendation regarding whether or not any holder should elect to exercise the Warrants. The discussion above regarding the reduced exercise price offer is for informational purposes only and is neither an offer to buy or a solicitation of an offer to sell securities.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Statements in this press release that are forward-looking include the expected results of IZEA’s reduced warrant exercise price offer and the possible up-listing of the Company’s common stock. These forward-looking statements are based largely on IZEA’s expectations and are subject to a number of risks and uncertainties, certain of which are beyond IZEA’s control. Actual results could differ materially from these forward-looking statements as a result of, among other factors, competitive conditions in the social sponsorship segment in which IZEA operates, failure to popularize one or more of the marketplace platforms of IZEA, inability to obtain additional capital, delays or obstacles in integrating IZEA’s recent acquisition of Ebyline, Inc. and changing economic conditions that are less favorable than expected. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this respect will in fact occur. Please read the full statement and disclosures here: http://corp.izea.com/safe-harbor-statement.
