8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

_____________________________________________________________________________________________

Date of Report (Date of earliest event reported): May 31, 2013

IZEA, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-167960	37-1530765
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Legion Place, Suite 1600 Orlando, Florida	32801
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (407) 674-6911

(Former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR     240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR     240.13e-4(c))

CURRENT REPORT ON FORM 8-K

IZEA, INC.

May 31, 2013

Item 1.01.   Entry into a Material Definitive Agreement.

The information required herein is incorporated by reference to Item 2.03 below.

Item 2.03.   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

(a) On May 31, 2013, IZEA, Inc. entered into an agreement with Brian W. Brady, a director of our company, to extend the maturities on our promissory notes payable to him of $500,000 dated April 11, 2013 and $250,000 dated May 22, 2013 until to August 31, 2013. In consideration of the loans and their extensions, we have issued to Mr. Brady a warrant to purchase 1,000,000 shares of Common Stock at $0.25 per share exercisable until May 31, 2018. We have also agreed to issue upon the closing of a future contemplated financing, 1,687,500 restricted stock units, which vest upon the earlier of two years after issuance or completion of a transaction resulting in the change in control of our company, and a warrant to purchase 3,187,500 shares of Common Stock at $0.25 per share exercisable in whole or in part during the five years following the date of issuance. Concurrently with the closing of a future contemplated financing, Mr. Brady has agreed to convert the $750,000 principal amount and accrued interest under both promissory notes into equity on the same terms and conditions as are applicable to other investors in the financing. All other terms and conditions of the notes remain the same.

A copy of the agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.02.   Unregistered Sales of Equity Securities.

The information required herein is incorporated by reference to Item 2.03 above.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.	Description
10.1	Loan Extension between IZEA, Inc. and Brian W. Brady dated May 31, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IZEA, INC.
Date: June 3, 2013	By:/s/ Edward H. (Ted) Murphy Edward H. (Ted) Murphy President and Chief Executive Officer

EX-10.1

EXHIBIT 10.1

IZEA, Inc.

1000 Legion Place, Suite 1600

Orlando, Florida 32801

May 31, 2013

Mr. Brian W. Brady

2111 University Park Drive, Suite 650

Okemos, Michigan 48864

Re:Extension of IZEA, Inc. Promissory Notes (“Extension”)

Dear Brian:

This Extension hereby confirms your agreement to extend the stated maturity date of each of the Promissory Note dated April 11, 2013, in the principal amount of $500,000, and the Promissory Note dated May 22, 2013, in the principal amount of $250,000, issued by IZEA, Inc. (the “Company”) pursuant to related loan agreements, to Brian W. Brady (together, the “Notes”), to August 31, 2013 (or next succeeding business day). Nothing herein contained shall be deemed to constitute, acknowledge and/or imply any consent to any further extension of the Notes beyond August 31, 2013 or any other amendment to the Notes or related loan agreements.

This Extension additionally confirms your agreement to convert the Notes (and accrued interest) into the securities of the Company in its current private placement of units consisting of shares of common stock and warrants to purchase common stock (the “Current Private Placement”), or otherwise in its next public or private offering of equity securities, on the same terms and conditions as are applicable to other investors in such transaction.

The Company hereby confirms that, in consideration for your loans and the agreements above, the Company will issue to you 1,687,500 restricted stock units, which vest upon the earlier of two years after issuance or completion of a transaction resulting in the change in control of the Company, and a warrant to purchase 3,187,500 shares of the Company's common stock at $0.25 per share for a period of five years, concurrently with the first closing of the Current Private Placement. Additionally, in consideration of your $250,000 loan on May 22, 2013, the Company will issue to you a warrant to purchase 1,000,000 shares of the Company's common stock at $0.25 per share for period of five years, following the execution of this Extension.

Upon your countersignature of this Extension and delivery hereof, you will attach a copy of this Extension to each of the Notes as an effective amendment to the Notes and related loan agreements.

This Extension shall be governed by Florida law and may be executed by fax or .pdf and in counterparts.

Please confirm your agreement with the foregoing by executing and returning to us a copy of this Extension, which thereupon will become a binding agreement between us.

Very truly yours,

IZEA, INC.

By: /s/ Edward H. Murphy

Edward H. (Ted) Murphy

President and Chief Executive Officer

ACKNOWLEDGED, CONFIRMED AND AGREED TO:

/s/ Brian W. Brady

Brian W. Brady