IZEA Worldwide Adopts Limited-Duration Stockholder Rights Plan
28 Mayo 2024 - 8:49AM
IZEA Worldwide, Inc. (NASDAQ: IZEA), the premier provider of
influencer marketing technology, data, and services for the world’s
leading brands and agencies, today announced that its Board of
Directors have adopted a limited duration stockholder rights plan
(the “Rights Plan”) under which stockholders will receive rights to
purchase a new series of preferred stock in certain circumstances.
The Board of Directors adopted the Rights Plan
following the rapid accumulation of stock by a single investor. The
Rights Plan is designed to protect all stockholder interests by
reducing the likelihood that any person or group could gain control
of the Company without appropriately compensating Company
stockholders for control.
“The Board and management team are committed to
acting in the best interests of all of the Company's stockholders.
We want investors to realize the full long-term value of their
investment and receive fair and equal treatment, and the Rights
Plan is designed to ensure this,” said Ted Murphy, Chairman and
Chief Executive Officer of IZEA.”
The Rights Plan is not intended to prevent or
interfere with any action with respect to the Company that the
Board determines to be in the best interests of stockholders.
Instead, it will position the Board to fulfill its fiduciary duties
on behalf of all stockholders by providing the Board with time to
make informed decisions about significant accumulations of Company
common stock and attempts to control the Company. The Rights Plan
does not preclude the Board from considering an offer that
recognizes the full value of the Company. The Rights Plan
encourages anyone seeking to gain control of the Company to
negotiate directly with the Board.
The Rights Plan is similar to plans adopted by
other publicly traded companies. While the Rights Plan is effective
immediately, the rights will be exercisable only if a person or
group acquires beneficial ownership, as defined in the Rights Plan,
of 15% or more of the Company common stock, subject to certain
exceptions. Any shareholders with beneficial ownership of 15% or
more of the Company's outstanding common stock prior to this
announcement are generally grandfathered at their current ownership
levels but are not permitted to increase their ownership without
triggering the Rights Plan. Subject to the terms of the Rights
Plan, if the rights become exercisable, the ownership of any
Acquiring Person (as defined in the rights agreement for the Rights
Plan) will likely be significantly diluted.
Further details about the Rights Plan are
contained in a Form 8-K filed by the Company with the U.S.
Securities and Exchange Commission and will be available on the
Securities and Exchange Commission website.
About IZEA Worldwide, Inc.IZEA
Worldwide, Inc. (including its wholly-owned subsidiaries, “IZEA”)
is a marketing technology company providing software and
professional services that enable brands to collaborate and
transact with the full spectrum of today’s top social influencers
and content creators. The company serves as a champion for the
growing Creator Economy, enabling individuals to monetize their
content, creativity, and influence. IZEA launched the industry’s
first-ever influencer marketing platform in 2006 and has since
facilitated nearly 4 million transactions between online buyers and
sellers. Leading brands and agencies partner with IZEA to increase
digital engagement, diversify brand voice, scale content
production, and drive a measurable return on investment.
Safe Harbor StatementAll
statements in this release that are not based on historical fact
are “forward-looking” and intended to qualify for the safe harbor
from liability established by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements, which are based on
certain assumptions and describe our future plans, strategies, and
expectations, can generally be identified by the use of
forward-looking terms such as “may,” “will,” “would,” “could,”
“should,” “expect,” “anticipate,” “hope,” “estimate,” “optimistic,”
“believe,” “intend,” “ought to,” “likely,” “projects,” “plans,”
“pursue,” “strategy” or “future,” or the negative of these words or
other words or expressions of similar meaning. Examples of
forward-looking statements include, among others, statements we
make regarding expectations concerning product development and
platform launches, future financial performance and operating
results, including regarding recognition of bookings as revenues,
growth, or maintenance of customer relationships, and expectations
concerning IZEA’s business strategy. Forward-looking statements
involve inherent risks and uncertainties which could cause actual
results to differ materially from those in the forward-looking
statements as a result of various factors, including, among others,
the following: competitive conditions in the content and social
sponsorship segment in which IZEA operates; failure to popularize
one or more of the marketplace platforms of IZEA; our ability to
maintain disclosure controls and procedures and internal control
over financial reporting; our ability to satisfy the requirements
for continued listing of our common stock on the Nasdaq Capital
Market; changing economic conditions that are less favorable than
expected; and other risks and uncertainties described in IZEA’s
periodic reports filed with the Securities and Exchange Commission.
The forward-looking statements made in this release speak only as
of the date of this release, and IZEA assumes no obligation to
update any such forward-looking statements to reflect actual
results or changes in expectations, except as otherwise required by
law.
Nicole O’Hara
IZEA Worldwide, Inc.
Phone: 407-674-6911
Email: ir@izea.com
IZEA Worldwide (NASDAQ:IZEA)
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